Doha Bank’s General Assembly of Shareholders Resolutions

Posted on by raju
Press Release
21 Feb

Statement of Chairman of the Board
The General Assembly Meeting Held on Feb 20th, 2013

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 thanks to the BOD and the Executive Management Team for the achievements realized during the year 2012 in the midst of the fierce competition in the market and the challenges and difficulties faced by the capital markets worldwide.

As you are all aware, the implications of the global financial crisis still exist, and the economies of the European Union countries are still facing great difficulties, in addition, the political events experienced in the Middle East led to a slowdown in the economies of various countries across the Globe including the economies of the developed countries, forcing some of those countries to make economical reforms to exit from crisis.

We, as bankers, must be very cautious because the financial markets in this region would be unpredictable if other disasters occurred in due course. However, despite of all these events and due to the wise leadership of His Highness, Sheikh Hamad Bin Khalifa Al-Thani, The Emir of Qatar, and the strength and durability of Qatar’s economy, in addition to Qatar being the hosting nation for the FIFA World Cup in the year 2022, we are being optimistic about the future where we anticipate that Qatar will witness exceptional booming in all economic sectors and subsequently launching of 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 2012, we achieved high growth rates in all financial indicators. The total assets rose by 4.7% reaching to QR 55.2 billion, total portfolio of loans and advances rose by 8.9%, total customers’ deposits rose by 8.5% and the total shareholders’ equity rose by 6.6% reaching to QR 7.6 billion. We also achieved a growth rate of 5.1% in net profit whereas the net profit realized by the end of the year was QR 1.3 billion compared to QR 1.24 billion in 2011 in addition to a growth rate equivalent to 3.6% in total operational income. These robust results were reflected in strong performance ratios particularly the return on average shareholders’ equity and the return on average assets which were 20.6% and 2.42% respectively.

In the same year, we approved the bank’s three-years strategic plan, and incorporated some amendments on the bank’s business strategy especially with regard to the activities of overseas branches and representative offices. The future plan of the bank includes implementation of an effective Risk Management strategy at both the local and international levels, recruiting Qatari nationals, enhancing the levels of staff performance by recruiting highly experienced and qualified human resources, improving the banking services’ delivery channels, upgrading the level of corporate governance in the bank, diversifying its income sources and strengthening its financial position with a view to achieving the highest level of effective operational performance.

In order to achieve the bank’s strategic goals at the local, regional and international levels, strengthen the bank’s lending capacity, improve its competitive edge and realize the highest levels of performance, the Board of Directors resolved in its meeting held in September 2012 to submit a recommendation to the Extraordinary General Assembly to increase the bank’s capital during the first quarter of 2013 by 50%. The capital increase instruments are included for discussion in the agenda of the Extraordinary General Assembly Meeting.

We also improved the bank’s Corporate Governance system whereby we approved the Corporate Governance Policy Manual in addition to the policies and procedures’ manual on the roles, responsibilities and terms of reference of the Board of Directors, the BOD committees, and the Executive Management committees, in addition to the code of ethics. This only complements our efforts to enhance the internal controls in the bank, promote the concepts of transparency and disclosure, improve shareholders relations and protect the rights of stakeholders.

Finally, on behalf of myself and the Board of Directors of Doha Bank, I would like to extend my sincere thanks and gratitude to H.H. The Emir, Sheikh Hamad Bin Khalifa Al-Thani, H.H. The Heir Apparent, Sheikh Tamim Bin Hamad Al-Thani, H.E. The Prime Minister and Foreign Minister, Sheikh Hamad Bin Jassim Al-Thani, H.E. The Minister of Economy and Finance, Mr. Yousef Hussain Kamal, H.E. The Minister of Business & Trade, Sheikh Jassim Bin Abdul Aziz Bin Jassim Bin Hamad 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 Business and Trade, Qatar Financial Markets Authority and Qatar Exchange for their continued cooperation and support.

My thanks and appreciation are also extended to the shareholders, customers, Executive Management team and all the staff of the bank for their continuous cooperation and efforts which led to achieving impressive results for Doha Bank.

Al Salamu Alaykum…

Fahad Bin Mohammad Bin Jabor Al-Thani
Chairman

Doha Bank’s General Assembly of Shareholders Resolutions

H.E. Sheikh Fahad Bin Mohammad bin Jabor Al-Thani, Chairman of Doha Bank, announced that the Extraordinary General Assembly, in its meeting held on 20th of February 2013, approved the proposed amendments on the Articles of Association that were on the Assembly’s agenda and the two- phased 50% capital increase as follows:

  • a. First Phase: An increase of 25% of the current paid-up share capital through the issuance of 51,674,450 new shares to Doha Bank’s existing shareholders who are registered at Qatar Exchange, at the close of business on 19th of February 2013, at a price of QR 30 per share representing a premium of QR 20 in addition to a nominal value of QR 10 per share.

    And granting the Board of Directors full authority to execute this phase and determine the time of issuance and the related terms and conditions.

  • b. Second phase: An increase of up to 25% of the current paid-up share capital through the issuance of new shares, in the form of Global Depositary Receipts, to be held by a strategic shareholder being the depository bank, and the Global Depositary Receipts to be listed on the London Stock Exchange. Doha Bank’s existing shareholders shall waive their pre-emptive right to subscribe in these new shares to allow the depository bank to directly subscribe for such shares (as an exception to Article 19 of the Articles of Association of the bank).

    And granting the Board of Directors full authority to execute this second phase (according to the approval of the concerned regulatory authorities) including the date of issuance of these shares, the amount of share premium and the related terms and conditions, provided that the share price, inclusive of premium, shall not be less than 90% of the market price of the Company’s ordinary shares as traded on the Qatar Exchange at the date of issue.

  • c. The total amount of the capital increase as described above in the two phases shall not exceed 50% of the current paid-up share capital.

H.E. the Chairman stated that in the first phase the Bank will issue an additional 51,674,450 shares to its existing shareholders for subscription at the price of 30 Qatari Riyals per share. Subscription will be open from Thursday morning, the 28th of February, 2013 till 1:00 PM on Wednesday, the 13th of March 2013. As for the second phase of the capital increase through the issuance of Global Depositary Receipts to be offered to international investors residing outside Qatar, it will be executed after obtaining the approval of the concerned regulatory authorities.

His Excellency also stated that the Ordinary General Assembly of Shareholders endorsed, in its meeting held on the same date, the Balance Sheet and the Profit & Loss Accounts for the financial year ended on 31st of December 2012. It also endorsed the recommendation of the Board of Directors to distribute cash dividends to shareholders of QR 4.5 per share. He also disclosed that in the same meeting, Al Khaleej Takaful Group represented by Mr. Khalid Abdul Aziz Al Baker was elected by acclamation as a new member of the Board of Directors to replace the resigned member, the new membership shall expire at the end of the term of the current Board. In the same meeting, all current Board members were discharged from liability for the year 2012, and Ernst & Young were appointed as external auditors to Doha Bank for 2013.

Fahad Bin Mohammad bin Jabor Al-Thani
Chairman

Agenda of the Ordinary and Extraordinary General Meeting of Shareholders

Ordinary General Meeting:

  1. Hearing the report of the Board of Directors on the Bank’s activities and its financial position for the financial year ended on 31/12/2012, Corporate Governance report, and discussing the Bank’s future plans.
  2. Hearing the External Auditors’ report on the balance sheet and the accounts presented by the Board of Directors for the financial year ended on 31/12/2012.
  3. To discuss and endorse the balance sheet and the profit & loss account for the financial year ended on 31/12/2012, and approve the Board’s recommendation for distributing cash dividends to shareholders of QR 4.5 per share.
  4. Discharging the Board of Directors from the responsibility for the year 2012 and determining their remuneration.
  5. Electing a new Board member to replace the resigned member. The term of membership for the new member shall expire at the end of the current Board’s term.
  6. To discuss and endorse dealing with related companies.
  7. Appointing the External Auditor for the financial year 2013 and determining their audit fees.

Extraordinary General Meeting:

  1. Approving the increase of the share capital of the bank by 50% on two phases:
    • First Phase: An increase of 25% of the current paid-up share capital through the issuing of new shares to the bank’s existing shareholders who are registered at Qatar Exchange, at the close of business on 19th of February 2013, at a premium of QR 20 in addition to a nominal value of QR 10 per share, after obtaining the Ministry of Business and Trade approval.
    • Second phase: An increase of up to 25% of the current paid-up share capital through the issuing of new shares, in the form of Global Depositary Receipts, to be held by a depository bank. The shareholders shall waive their right of priority to subscribe in these new shares (as an exception to Article 19 (Bis) of the Articles of Association of the bank). The premium shall be set as per International market practice, as customary in similar cases, provided that the premium will be higher than the rights issue premium as specified in the First Phase in addition to a nominal value of QR 10 per share, after obtaining the Ministry of Business and Trade approval.
    • It should be noted that the total amount of the capital increase as described above shall not exceed at any time 50% of the current paid-up share capital.
  2. Approving amendments of Article (6) of the AoA to reflect the impact of the capital increase in the two phases.
  3. Amending Clause (3) of Article (9) of the AoA to read as follows:

    “As an exception to this article, the Extraordinary General Assembly Meeting is entitled to agree that a depository agent holds a number of shares (not more than 20% of the capital) in case of increasing the capital by issuing Global Depositary Receipts (GDRs).”

  4. Approving the depository agent to own the new shares underlying the Global Depositary Receipts.
  5. Transferring the sale value of the shares’ fractions resulting from the capital increase to the shareholders’ equity.
  6. Granting the Board of Directors widest authority to execute the capital increase process through the issuance of new shares and global depositary receipts.
  7. Approving amendments of clause (1) of Article (46) of the AoA to read as follows:
    “10% of the net profits shall be deducted to be allocated to the legal reserve. The General Assembly of the Shareholders may stop this deduction if this reserve reaches 100% of the paid-up capital. If the legal reserve becomes less than the mentioned percentage, deduction should be repeated until the reserve reaches 100%”.
    The legal reserve shall not be distributed except in the cases specified in the Qatar Commercial Companies Law, and after the approval of Qatar Central Bank”.
  8. Amending Clause (3) of Article (22) of the AoA to read as follows:
    “Hold a number of shares not less than 0.75% of the company’s capital. This amount of shares is allocated to secure the rights of the company, shareholders, creditors and others from the responsibility that falls upon the Board members. Qatar Exchange should be notified to attach these shares, within 60 days as of the date of his membership. The shares should remain attached and non-negotiable until the end of his membership term and the balance sheet of the last financial year of his membership is approved. If the member fails to present the security, as mentioned, his membership shall cease to be valid.”
  9. Approving the re-wording of the amended articles of the AoA in accordance with companies law and resolutions of the Extraordinary Assemblies.