H.E. Sheikh Fahad Bin Mohammad Bin Jabor Al-Thani, Chairman of Doha Bank, announced that the Ordinary General Assembly of the Shareholders in its meeting held on 04 March 2015 endorsed the Board of Directors’ corporate Governance report for year 2014 and the balance sheet and profit & loss account for the financial year ended on 31/12/2014 and also endorsed the Board’s recommendation to distribute cash dividends of QR 4 per share to the shareholders. During the same meeting, H.E. the Chairman and Board members were discharged from the responsibility for the year 2014 and their remunerations were determined. His Excellency also stated that the AGM has agreed for Doha Bank to issue Debt Notes “Bonds” using Doha Bank EMTN programme within the main components shown in the agenda after getting the approval of Qatar Central Bank and the Ministry of Economy and Commerce. AGM has also approved the deals conducted with the related companies that are submitted to the assembly and appointed Ernst & Young to audit Doha Bank’s accounts for the year 2015.

H.E stated that the EGM has also agreed to amend Article (9) of the Articles of Association to be read after amendments as follows:

“By considering the provisions of the Articles of Association and the laws of State of Qatar specifically the Commercial Companies Act issued by Law No. (5) of 2002 and Law No. (13) of 2000 regulating the foreign capital investments in economic activities and law amendments especially law No.(9) of 2014, non-Qatari investors may own not more than 49 percent of Doha Bank’s capital, foreign investors may own more than the above mentioned percentage based on Ministerial Cabinet’s approval recommended by the Minister. The citizens of the Gulf Co-operation Council (GCC) shall be treated like Qatari nationals in owning the shares of the bank.” The EGM has also agreed for Doha Bank to issue Tier 1 Capital Instruments amounting to QAR 2 billion either directly or through a Special Purpose Vehicle as per the terms of the Issue which shall include but not limited to the following:

• The instrument for the Issue shall be Tier 1 Capital Instruments qualifying as Additional Tier 1 Capital for Doha Bank in Qatar as per the terms and requirements of QCB.
• The Issue Date shall be on or before June 30th, 2015.
• The Maturity of this instrument shall be perpetual, but callable only after [6] years.
• The Issue shall be through private placements by Qatari institutions.
• To authorize the Board of Directors of Doha Bank and those authorized by the Board to determine the terms and conditions and undertake all the necessary steps and execution mechanisms for the Issue after obtaining the approval of Qatar Central Bank, the Ministry of Economy and Commerce, and any other competent authorities.

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 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 Mohammad Bin Jabor Al-Thani

Chairman

Agenda of the General Meeting of Shareholders Held on the 4th of March 2015

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 31/12/2014 and discussing the Bank’s future plans.
2. Hearing the Board of Directors’ report on Corporate Governance for the year 2014.
3. Hearing the External Auditors’ report on the balance sheet and the accounts presented by the Board of Directors for the financial year ended on 31/12/2014.
4. To discuss and endorse the balance sheet and the profit & loss account for the financial year ended on 31/12/2014 and approve the Board’s recommendation for distributing cash dividends of QR 4 per share to shareholders.
5. Discharging the Board of Directors from the responsibility for the year 2014 and determining their remuneration.
6. To approve issuance of Debt Notes “Bonds” using Doha Bank EMTN programme whose main components would be as follows:
   • In varying amounts which would, in aggregate, not exceed the EMTN programme valuing US$ 2 Billion. 
   • That no single deal would exceed US$ 750 million. 
   • In various major currencies including US Dollar, Australian Dollar, Yen, Swiss Francs, Sterling Pound. 
   • To varying maturities not exceeding 10 years for Senior Debt and 30 years for Private placements. 
   • Be issued either by an SPV guaranteed by Doha Bank or through Doha Bank directly. 
   • Total outstanding/due Debt Notes “Bonds” of the Bank should not exceed at any time the Bank’s capital unless the excess amount is guaranteed by a bank operating in Qatar. 
   • To authorize the Board of Directors of Doha Bank and those authorized by the Board to take all necessary actions to execute these issuances within the programme after obtaining the approval of Qatar Central Bank, the Ministry of Economy and Commerce and any other competent authorities. 
   • Delegation from AGM of shareholders to the Board would be valid for 3 years.
7. To discuss and endorse dealing with related companies.
8. Appointing the External Auditor for the financial year 2015 and determining their audit fees.

Extra Ordinary General Meeting:

1. Amending some articles of the Bank’s Article of Association:
    
   • Amending Article (9) of the Articles of Association to be read after amendments as follows:
     “By considering the provisions of the Articles of Association and the laws of State of Qatar specifically the Commercial Companies Act issued by Law No. (5) of 2002 and Law No. (13) of 2000 regulating the foreign capital investments in economic activities and law amendments especially law No.(9) of 2014, non-Qatari investors may own not more than 49 percent of Doha Bank’s capital, foreign investors may own more than the above mentioned percentage based on Ministerial Cabinet’s approval recommended by the Minister. The citizens of the Gulf Co-operation Council (GCC) shall be treated like Qatari nationals in owning the shares of the bank.”
      
2. To obtain the approval of the Extraordinary General Assembly Meeting of the Shareholders for Doha Bank to issue Tier 1 Capital Instruments amounting to QAR 2 billion either directly or through a Special Purpose Vehicle as per the terms of the Issue which shall include but not limited to the following:
   
   • The instrument for the Issue shall be Tier 1 Capital Instruments qualifying as Additional Tier 1 Capital for Doha Bank in Qatar as per the terms and requirements of QCB. 
   • The Issue Date shall be on or before June 30th, 2015. 
   • The Maturity of this instrument shall be perpetual, but callable only after [6] years. 
   • The Issue shall be through private placements by Qatari institutions. 
   • To authorize the Board of Directors of Doha Bank and those authorized by the Board to determine the terms and conditions and undertake all the necessary steps and execution mechanisms for the Issue after obtaining the approval of Qatar Central Bank, the Ministry of Economy and Commerce, and any other competent authorities.