Decisions of the Extraordinary General Meeting of Shareholders

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QIIB third Extraordinary General Meeting (Reserve) was held on 21/5/2018 at Ezdan Towers in the West Bay ,the EGM headed by H.E. Sheikh Dr Khalid Bin Thani Bin Abdullah Al-Thani, Chairman and Managing Director of QIIB.
Following the presentation of the Extraordinary General Assembly's agenda to the shareholders, the Extraordinary General Assembly approved the unanimous vote of the shareholders present as follows:

First, it’s approved to 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.
  • Prepare a charter for the board of directors that includes the duties and duties of the president and members and their responsibilities.
  • Preparation and review of the policies and charters of the Board of Directors, including the charter of committees and other policies required on the guidance of the regulatory bodies and the formation of the committees required from the Board of Directors.
  • Approval of the Annual Governance Report and to present to the Annual General Assembly .
  • 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:

  • Published audited financial reports for the past years in addition to previous periods of the year.
  • Annual Governance reports for the past financial years.
  • Bank updated Commercial Registration
  • Details of the Chairman, Board members and the Executive Bank management and its positions.
  • Charter of the Board of Directors.
  • Updated article of association.
  • 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: the EGM approved to delegate the QIIB Chairman to make any 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