Last checked at 10 Feb 2010 07:00
Resolutions of Commercialbank AGM of 9 February 2010
The Ordinary General Assembly approved all items listed on its Agenda:
1. The Shareholders heard the Chairman's Statement and the report of the Board of Directors on the activities of the Company and its financial position for the financial year ended 31.12.2009, and the future plans of the Company.
2. The Assembly approved the Auditors' report on the Company's financial statements presented by the Board of Directors for the financial year ended 31.12.2009.
3. The Shareholders also approved the Shari'ah Supervisory Board's report on Al Safa Islamic Banking for the financial year ended 31.12.2009.
4. The Company's financial statements for the year ended 31.12.2009 were discussed and approved.
5. The Assembly approved the Board of Directors' recommendation to distribute a cash dividend of 60 % of the share's nominal value to the shareholders for 2009, i.e. QR 6 /- for each share held.
6. The Directors of the Board were absolved from liability for the financial year ended 31.12.2009.
7. The Shareholders approved the remuneration of the Directors of the Board for the year ended 31.12.2009 and the policy defining the basis of calculation of remuneration granted to them.
8. The Shareholders approved re-appointment of Ernst and Young as the external auditors for the year 2010 and approved their remuneration.
Resolutions of Commercialbank EGM of 9 February 2010
The Extra-ordinary General Assembly approved all items listed on its Agenda:
1. The Assembly approved the increase of the share capital of the Company from QR. 2,165,155,770 to QR 2,268,258,420 by the issue to Qatar Holding LLC, a subsidiary of the Qatar Investment Authority, of 10,310,265 new ordinary shares at a subscription price of QR 78.30 (inclusive of premium) being equal to the closing price on the Doha Securities Market of the ordinary shares of the Company on Sunday 12 October 2008.
2. The Assembly agreed to waive the priority right of shareholders to subscribe for the new shares as an exception from the provisions of Article 20 of the Company's Articles of Association, and Article 193 of the Commercial Companies Law (Law No.5 of 2002).
3. The Shareholders approved the amendment of Article 6 of the Company's Articles of Association to reflect the increase in capital referred to in the previous resolutions.
4. The Shareholders also approved the amendment of Article 7 of the Company's Articles of Association to read after amendment:
"All shares shall be nominal and fully paid. No person, natural or juridical, shall own at any time more than 5% of the total shares of the Company by any means other than inheritance of testament except for (a) Qatar Investment Authority, Qatar Holding LLC, or any of their associated companies, and (b) a Custodian Bank or Depositary Bank which is holding shares in respect of an offering of Global Depositary Receipts approved by an Extraordinary General Assembly of the Company".
5. The Assembly approved the amendment of Article (46) of the Company's Articles of Association to reflect the amendment of Article (120) of the Commercial Companies Law No (5) of 2002, as amended by law No 28 of 2008, to read after amendment:
"Invitations to all shareholders for the General Assembly meeting shall be announced in two local papers issued in the Arabic language, and on the Qatar Exchange Website, 15 days at least prior to the date of the General Assembly. The announcement should include a copy of the Agenda and all papers and details mentioned in article (37) of these Articles, along with the Auditor's report.
Copy of the announcement should be sent to the Department of Commercial Affairs at the same time it is sent to the newspapers".