The Resolutions of the General Assembly Meeting of the Shareholders

The Resolutions of the General Assembly Meeting of the Shareholders

H.E. Sheikh Fahad Bin Mohammad Bin Jabor Al-Thani, Chairman of Doha Bank, announced that the EGM has agreed in its meeting held on 06 March 2017 to increase the bank’s capital from QR 2,583,722,520 to up to QR 3,100,467,024 (representing an increase of 20% from the current paid-up share capital) by way of offering 51,674,450 new ordinary shares for subscription to Doha Bank’s eligible shareholders who are registered in the shareholders’ register with Qatar Central Securities Depository (QCSD) at the close of trading on Wednesday 15th of March 2017 and the holders of subscription rights, at a price of QR (25) per share representing a premium of QR (15) in addition to a nominal value of QR (10) per share and to grant the Board of Directors of Doha Bank and those authorized by the Board full authority to execute this issuance and to determine the time and the related terms and conditions, deal with unsubscribed shares and any other issue that may arise during the subscription process, after obtaining the approval of QFMA, the Ministry of Economy and Commerce and any other related competent authority.

The EGM agreed to waive the priority rights of eligible shareholders to third parties who would be the holders of those rights as a result of buying the subscription rights from the shareholders as per QFMA rules and commercial companies by law No. (11) of year 2015 and to waive priority rights of the eligible shareholder who does not subscribe during the specified subscription period and to offer the unsubscribed shares by eligible shareholders and the holders of subscription rights for public subscription in accordance with QFMA and any other applicable rules/ regulations.

EGM also agreed to list the Rights Issue at Qatar Exchange in relation to Bank’s raised capital as per QFMA and any other applicable rules/regulations and authorized the Board to deal with fractional shares that would arise from subscription and to amend the Article No. (6) of the Articles of Association of the Bank to reflect the impact of the aforementioned capital increase and Article No. (23) of the Articles of Association of the Bank as follows:

“The company’s board of directors consists of (9) nine members. The Ordinary General Assembly elects (7) seven members by secret ballot and (2) two members are appointed as independent members, according to the law and the instructions of Qatar Central Bank”.

H.E. Sh. Fahad also stated that the Ordinary General Assembly of the Shareholders in its meeting held on the same date has endorsed the Board of Directors’ corporate Governance report for year 2016 and the balance sheet and profit & loss account for the financial year ended on 31/12/2016 and also endorsed the Board’s recommendation to distribute cash dividends of QR (3) per share to the shareholders. During the same meeting, H.E. the Chairman and Board members were discharged from the responsibility for the year 2016 and their remunerations were determined. His Excellency also stated that the AGM has also approved by uncontested elections the nomination of the below mentioned candidates to the membership of the Board of Directors for the next three years term 2017, 2018 and 2019:

  • Sh. Abdullah Mohammed Jabor Al-Thani.
  • Sh. Abdul Rahman bin Mohammed bin Jabor Al Thani
  • Fahad Mohammed Jabor Holding Co. – Represented by Sh. Fahad bin Mohammed bin Jabor Al Thani
  • Jasim and Falah Trading & Contracting Co. – Represented by Sh. Falah bin Jasim bin Jabor Al Thani
  • Mr. Ahmed Abdul Rahman Yousif Obaidan.
  • Mr. Hamad Mohammed Hamad Abdullah Al-Mana
  • Mr. Ahmed Abdulla Ahmed Al Khal

AGM also agreed to appoint “KPMG” to audit Doha Bank’s accounts for the year 2017 which include auditing the Islamic activities, foreign branches accounts, Doha Bank Assurance company’s accounts, investment fund’s accounts and periodical reports as per QCB requirements during the same year.

H.E. Sheikh Fahad Bin Mohammad Bin Jabor Al-Thani extended his sincere thanks and gratitude to the Board members and Executive Management for their efforts and achievements during the year 2015 and to the shareholders, representatives of the supervisory authorities in the State of Qatar and the auditors and wished them all the success and prosperity.

Fahad bin Mohammed bin Jabor Al Thani,
Chairman

Agenda for the General Meeting of Shareholders to be held on the 6th of March 2017

EGM Agenda:

  • To approve an increase in the bank’s capital from QR 2,583,722,520 to up to QR 3,100,467,024 (representing an increase of 20% from the current paid-up share capital) by way of offering 51,674,450 new ordinary shares for subscription to Doha Bank’s eligible shareholders who are registered in the shareholders’ register with Qatar Central Securities Depository (QCSD) at the close of trading on Wednesday 15th of March 2017 and the holders of subscription rights, at a price of QR (25) per share representing a premium of QR (15) in addition to a nominal value of QR (10) per share.
  • To grant the Board of Directors of Doha Bank and those authorized by the Board full authority to execute this issuance and to determine the time and the related terms and conditions, deal with unsubscribed shares and any other issue that may arise during the subscription process, after obtaining the approval of QFMA, the Ministry of Economy and Commerce and any other related competent authority.
  • To approve waiving priority rights of eligible shareholders to third parties who would be the holders of those rights as a result of buying the subscription rights from the shareholders as per QFMA rules and commercial companies by law No. (11) of year 2015.
  • To approve waiving priority rights of the eligible shareholder who does not subscribe during the specified subscription period.
  • To approve offering the unsubscribed shares by eligible shareholders and the holders of subscription rights for public subscription in accordance with QFMA and any other applicable rules/ regulations.
  • To approve listing the Rights Issue at Qatar Exchange in relation to Bank’s raised capital as per QFMA and any other applicable rules/regulations.
  • To authorize the Board to deal with fractional shares that would arise from subscription.
  • To approve amending Article No. (6) of the Articles of Association of the Bank to reflect the impact of the aforementioned capital increase.
  • To approve amending Article No. (23) of the Articles of Association of the Bank as follows:

    “The company’s board of directors consists of (9) nine members. The Ordinary General Assembly elects (7) seven members by secret ballot and (2) two members are appointed as independent members, according to the law and the instructions of Qatar Central Bank”.

AGM Agenda:

  • Hearing the report of the Board of Directors on the Bank’s activities and its financial position for the financial year ended on 31/12/2016 and discussing the Bank’s future plans.
  • To discuss and endorse the Board of Directors’ report on Corporate Governance for the year 2016.
  • Hearing the External Auditors’ report on the balance sheet and the accounts presented by the Board of Directors for the financial year ended on 31/12/2016.
  • To discuss and endorse the balance sheet and the profit & loss account for the financial year ended on 31/12/2016 and approve the Board’s recommendation for distributing cash dividends of QR (3) per share to the shareholders.
  • Discharging the Board of Directors from the responsibility for the year 2016 and determining their remuneration.
  • To elect the members of Board of Directors for the next three years 2017, 2018 and 2019.
  • Appointing the External Auditor for the financial year 2017 and determining their audit fees.

Statement of H.E. Chairman of the Board

The General Assembly Meeting Held on March 6th, 2017

In the Name of God, Most Gracious, Most Merciful,
Dear Shareholders,
Ladies & Gentlemen,
Al Salamu Alaykum…

On behalf of myself and the members of the Board of Directors (BOD), I would like to thank you all on this occasion for attending this meeting. I would also like to extend my sincere thanks to the BOD and the Executive Management for the achievements accomplished during the year 2016.

No doubt, there were challenges faced by Capital markets in this region due to the recent substantial decline in oil prices in addition to the political uncertainty in the Middle East that had adversely affected all economic sectors including the banking sector and market liquidity. Therefore, most of the financial institutions opted either for increasing their share capital or issuing bonds and debit notes to overcome this problem, however, this situation may increase the pressure on banks’ performance during 2017 as well. Due to the wise leadership of His Highness, Sheikh Tamim Bin Hamad Al-Thani, The Emir of Qatar, we trust that Qatar has the capabilities to overcome these problems and difficulties and we look forward to launching many development projects in the coming years that will reflect positively on the performance of the banking industry in Qatar in general and of Doha Bank in particular.

By the end of year 2016, we achieved extraordinary growth rates in most financial indicators. The total assets rose by 8.5% reaching to QR 90.4 billion, total portfolio of loans and advances rose by 6.5%, total customers’ deposits rose by 5.6% and the total shareholders’ equity reached to QR 13.4 billion. We also achieved net profit by the end of the year of QR 1.054 million compared to QR 1,374 million in 2015. These robust results were reflected in the performance indicators particularly the return on average shareholders’ equity i.e. (12.1%) and the return on average assets i.e. (1.21%). Based on these results, the BOD decided to put up a recommendation to the AGM to distribute cash dividend of QR (3) per share i.e. 30% of the paid up capital.

During the year, the Board of Directors approved the bank’s five-year strategic plan which incorporates certain amendments to the bank’s business strategy especially with regards to the activities of overseas branches and representative offices across the Globe. The future plan of the bank includes implementation of an effective Risk Management strategy both at local and international fronts, recruiting Qatari nationals, enhancing the levels of staff performance by recruiting highly experienced and qualified human resources, improving banks service delivery channels, upgrading the level of Corporate Governance in the bank, diversifying the income sources and strengthening the financial position with a view to achieving the highest level of effective operational performance.

For the purpose of enhancing Doha Bank’s Tier 1 Capital, supporting future growth of the Bank and ensuring compliance with capital adequacy ratio required by QCB, the Board of Directors submitted a recommendation to the EGM to approve increasing the current paid-up share capital of the bank by 20% by offering 51.7M new ordinary shares to Doha Bank’s eligible shareholders and the holders of subscription rights at issue premium for QR (15). However, we will issue those shares after getting approvals from the EGM and the competent authorities.

We also improved bank’s Corporate Governance system whereby in addition to the policy manual with regards to the BOD roles, responsibilities and terms of reference, the BOD Committees, the Executive Management Committees, Code of Ethics, we also approved bank’s Corporate Governance Policy and Procedures. The BOD also enhanced the concepts of internal controls, transparency, disclosures, shareholders relations and stakeholders’ rights etc. However, the bank’s report on Corporate Governance for the year 2016 is readily available to you in this meeting which reflects Corporate Governance standards implemented by the bank.

Finally, on behalf of the Board of Directors and myself, I would like to extend my sincere thanks and gratitude to H.H. The Emir, Sheikh Tamim Bin Hamad Al-Thani, H.E. The Prime Minister, Sheikh Abdullah Bin Nasser Al-Thani, H.E. The Minister of Finance, Mr. Ali Sharif El-Emadi, H.E. The Minister of Economy & Commerce, Sheikh Ahmed Bin Jassim Bin Mohammad Al-Thani, and H.E. The QCB Governor, Sheikh Abdullah Bin Saoud Al-Thani, H.E. The Deputy QCB Governor, Sheikh Fahad Bin Faisal Al-Thani, and to all officials of Qatar Central Bank, the Ministry of Economy and Commerce, Qatar Financial Markets Authority and Qatar Exchange for their continued cooperation and support.

Many thanks and appreciation to all the shareholders, customers for their confidence in the bank and to the Executive Management and all staff of the bank for their continuous cooperation and efforts which led to achieving impressive results for Doha Bank.

Fahad bin Mohammed bin Jabor Al Thani,
Chairman