Invitation for the shareholders to attend the third Extraordinary General assembly

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The Board of Directors of the Qatar International Islamic Bank (QIIB) has the pleasure to invite the shareholders to attend the third Extraordinary General Meeting of the Bank, at Ezdan Towers in the West Bay, the third entrance, at 9.30 pm on Monday, 21/5/2018, to consider the following topics:

 

Agenda of the Extraordinary General Assembly 2018

First, amend some of the provisions of the Articles of Association in order to comply with the Corporate Governance Law and the legal entities listed in the main market, No. (5) of 2016 issued by Qatar Financial Markets Authority as follows:

  • - Amend Article 32 of the Articles of Association to add the tasks of the Board of Directors as follows:

The Board of Directors shall exert the necessary due diligence in the management of the Company in an effective and productive manner and shall bear the responsibility to protect the shareholders from illegal and arbitrary acts and practices or any acts or decisions that may cause harm to them or discriminate between them or privilege a group on the expense of others. The Board shall assume its responsibilities as follows:

- Perform his duties with responsibility, good faith, seriousness and attention and his information shall be based on adequate information from the executive management or from any other reliable source.

- The board member represents all the shareholders. He shall abide by the interests of the company and not the interest of his representative or the one who voted for his appointment to the board.

- Determination of the authority delegated to the executive management, the decision-making procedures, the duration of the mandate, as well as the subjects to which it shall retain the power of decision. The Executive Directorate shall periodically report its exercise of delegated authorities.

- Setting procedures for introducing new Board members to the Bank's work, including the financial and legal aspects, as well as the training process.

- The Board shall ensure that the Bank provides sufficient information on its work to all members of the Board of Directors, in particular non-executive members, to enable them to carry out their duties and functions efficiently.

  • Amendment of Article 39 of the Articles of Association by adding the following paragraph at the end:

The shareholder or the shareholders holding not less than (10%) of the capital of the bank, and for serious reasons, shall have the right to request the convening of the General Assembly.

  • Amendment of Article (46) by adding an additional paragraph as follows:

Every shareholder shall have the right to object to any decision which he considers to be issued for the benefit of a particular group of shareholders or for its detriment or bring special benefit to some of the Board members or others without taking into account the interest of the bank. This shall be proved in the minutes of the meeting, while retaining the right to invalidate the decisions to which he objected according to the relevant law provisions.

  • Addition of a new article to the Articles of Association under No. 77, which comprises the right of the shareholder to obtain information according to the following:

Subject to the relevant laws and regulations, each shareholder shall have the right to obtain information enabling him to exercise his rights in full without prejudice to the rights of other shareholders or harming the interests of the Bank. The Bank shall be obliged to provide adequate information for the exercise of these rights. This information shall be available on the Bank website, and shall be of interest to the shareholders including the following:

- Announced audited financial reports for the past years in addition to previous periods of the year..

- Governance reports for the past financial years.

- Bank updated Commercial Registry.

- Details of the Chairman, Board members and their positions, the Executive Bank management and its occupations.

- Charter of the Board of Directors.

- Data to be published based on the recommendations of the control and supervision authorities'.

               Each shareholder has the right to request these data and information to exercise his rights in a manner that does not prejudice the interests of the bank from the shareholders' affairs department in the  bank if he could not have access to it.

  • Addition of a new article to the Articles of Association under (78) concerning shareholders' rights in the major transactions. It stipulates the following:

The shareholders' rights in general and the minority rights in particular are protected by the Articles of Association. It is not permissible to conclude major transactions that modify the capital structure of the Bank, liquidate it, convert it into another type, merge it into another company or acquire it or sell the entire project for which the company or otherwise disposed of by the majority except through the following procedures:

-The decision should be taken in a general assembly held in an extraordinary meeting in which no less than 75% of the shareholders participate and with the approval of not less than a majority of the capital on the resolution to be approved.

- These deals should be preceded the disclosure of the agreement to be entered into.

- The approval of the regulatory authorities on the large transaction and following the instructions issued by the Qatar Financial Markets Authority and the financial market to include the bank's shares in order to protect minority rights.

Second: Authorization of the Chairman to make amendments to the Articles of Association in line with the Corporate Governance Regulations issued in accordance with the instructions No. 68 of 2015 and the corporate governance and legal entities listed in the main market No. 5 of 2016 issued by the Qatar Financial Markets Authority, and the signature of the amended Articles of Association before official entities.

 

Dr. Khalid bin Thani bin Abdullah al-Thani
Chairman and Managing Director

 

- Attendance registration committees will start their work one hour before the meeting, please be sure to attend on time so that the meeting of the General Assembly can be held as scheduled.

- Each shareholder has the right to be present in person or on behalf of another shareholder (other than the Board members). The condition of the shareholder must be one of the shareholders and the power of attorney forms approved by the Bank or under an official power of attorney. The share of the shareholder that he owns as such shall not exceed 5% of the Bank's shares..

- The quorum for holding the third  Extraordinary General Assembly will be with any attendees from the shareholders

- This invitation is legally declared to all shareholders without the need to send mail invitations.