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:
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:
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.
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.
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:
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.
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