Al Khalij Commercial Bank: Invitation to Ordinary and Extraordinary General Assembly Meetings of Al Khaliji - 27 November 2017

Transcription

1. AL KHALIJ COMMERCIAL BANK (al khaliji) P.Q.S.C. Doha, Qatar INVITATION TO ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLY MEETINGS OF AL KHALIJI The Board of Directors of Al Khalij Commercial Bank (al khaliji) P.Q.S.C., Doha – Qatar (the “Company”) is pleased to invite al khaliji’s shareholders to attend an Ordinary and Extraordinary General Assembly Meetings (“OGM and EGM”), which will be held on Monday, 27 November 2017 at 05h00 p.m., at the Marriot Marquis Hotel, near City Center mall – Al Areen Hall, Doha, State of Qatar, to consider and approve the items on the following agendas. If the quorum is not met, both meetings shall be deferred to Wednesday 29 November 2017 at the same afore-mentioned time and venue. Agenda of the Extraordinary General Assembly Qualifications and Procedures for attendance of General Meetings 1. To approve new or amended definitions and amendments to Articles (6), (11), (16), (31), (32), (33), (38), (63), (65), (69), (88) and (90) of the Bank’s Articles of Association (AoA) to comply with certain requirements of the Circular 68 of 2015 on Governance of Banks and Financial Institutions issued by Qatar Central Bank and the Corporate Governance Code of Companies and Legal Entities Listed on Primary Market issued by the Board Resolution No. (5) of 2016 of Qatar Financial Markets Authority and to authorize the Chairman of the Board and/or Vice Chairman and/or whomever the Board may delegate to sign the final version of amended AoA and complete the required formalities subject to necessary regulatory approvals. 2. To approve the release of establishment fees reserve and authorize the Board of Directors to define the utilization thereof in accordance with the law, subject to necessary regulatory approvals Note: please visit the Company’s website www.alkhaliji.com to check the full details of the amended AoA Agenda of the Ordinary General Assembly 1. To review and approve the Board Nomination and Election Policy in accordance with the requirements of the Corporate Governance Code of Companies and Legal Entities Listed on Primary Market issued by the Board Resolution No. (5) of 2016 of Qatar Financial Markets Authority. Note: please visit the Company’s website www.alkhaliji.com to check the full draft Board Nomination and Election Policy Notes: 1. This invitation shall be deemed as a legal announcement to all shareholders without the need to send a special invitation by post according to Qatar’s Commercial Companies Law No. (11) of 2015. For more information and to obtain a copy of the proxy, please call the following contact persons: • • Company Secretary: Tony Merhej, Tel: +974 44940478, email: tmerhej@alkhaliji.com Company website: www.alkhaliji.com Hamad Bin Faisal Bin Thani Al Thani Chairman of the Board and Managing Director 1. Only shareholders listed on the Qatar Exchange/Qatar Central Securities Depository’s shares register issued on last trading day prior to the date of the General Assembly meeting shall have the right to attend and vote. 2. A natural or legal shareholder who cannot attend the meeting in person may appoint another shareholder in writing to represent him. The shareholder may not appoint a Board Member as a proxy and the appointment shall be in accordance with the following conditions: Natural Persons: The number of shares held by a natural shareholder as a proxy should not under any circumstances exceed 25% of the total votes represented in the meeting. Disqualified and minor persons shall be represented by their legal custodian. Legal Persons: Companies’ representatives are requested to present an authorization letter appointing them as representative of said companies for the General Assembly of Shareholders. Neither the distrainer nor the pledger shall have the right to attend the General Assembly of Shareholders nor shall either one vote on its resolutions, in accordance with Article (21) of the Company’s Articles of Association and Article (164) of Qatar’s Commercial Companies Law No (11) of 2015. Shareholders are requested to attend the meeting one hour before the specified time, carrying the proxy forms if available, along with their ID cards in order to facilitate the registration procedures.