Ahli Bank: The AGM and EGM Endorses Items on Its Agenda

Ahli Bank announces the results of the AGM and EGM. The meeting was held on 30/03/2026 and the following resolution were approved

Agenda of the Annual General Meeting

(1) approved the statement of the Board about the Bank’s operations and its financial position for the financial year ended 31 December 2025 and approved them, and discussed the Bank’s future plans.
(2) Approved the Auditor’s Report for the audited financials and the final accounts for the year ended 31 December 2025 and approving it.
(3) Approved and discussed the Auditor’s Report on the Governance of the Bank.
(4) Approved and discussed the auditor’s report on internal control in the Bank.
(5) Discussed and approved the financial statements and the profit and loss account for the financial year ended 31 December 2025.
(6) Approved the Board recommendation for distribution of cash dividends for the year ended 31 December 2025 at the rate of 25% of the paid up capital.
(7) approved the Board report on the Bank’s governance for the year ended 31 December 2025 and approving it, and hearing a report on the Board self-assessment.
(8) Discharging the Chairman and members of the Board of Directors from any liability for the financial year ended 31 December 2025, and approving their remuneration.
(9) Approving the appointment of the external auditor of the Bank for the financial year 2026 and to approve its fees.
(10) Electing eight board members, for 3 years for the BOD period of (2026 - 2028), of the candidates who fulfilled the nomination requirements, and approved by Qatar Central Bank; (i) five non-independent members holding 1% of the Bank’s shares, and (ii) three independent members.

Agenda of the Extraordinary General Meeting

(1) Approved the Board of Directors proposal regarding amendment of Articles No. (1, 28, 29, 47, 66 & 71) of the Bank’s Articles of Association as per the details in the attached Schedule I.
(2) Approved continuation of the bond programme for the value of $2 billion that includes: (i) issuance of different financial instruments including European Medium Term Bonds (EMTN) in US dollars or other currencies, and /or (ii) certificates of deposit and commercial papers in US dollars or other currencies, either directly from the bank or through a wholly owned subsidiary of the Bank ("Special Purpose Vehicle") to be guaranteed by the Bank, and the issued instruments to be listed in international markets including Ireland Stock Market, London Stock Exchange, or Qatar Stock Exchange, whether on one or several tranches, provided that issuances shall not exceed the total value of the programme subject to the ceiling determined by the applicable laws and to authorise the Board of Directors to update the programme from time to time, and to pay any tranche on its maturity date and to re-issue in accordance with the terms and conditions of the programme, and to determine the size and manner as may be specified by the Board of Directors, in compliance with the instructions of the regulatory authorities. And to authorize the Board of Directors with such authorities as may be necessary and required to update and launch the programme and to determine the appropriate time for issuance, and to deposit any financial instruments through domestic or foreign private placements, and to approve the details and conditions relating to the issuance, including the payment of all expenses and fees necessary for the issuance and to obtain all the necessary approvals from Qatar Central Bank and any other governmental or non- governmental bodies, and the Board shall have the right to enter into any agreement and to delegate any of its authorities as the Board deems appropriate to complete all such procedures.
(3) Approving continuation of the bond programme for the value of QR 1 billion that includes issuance of different financial instruments, either short term, medium term, or long term bonds, and/or certificates of deposit and commercial papers in Qatari Riyals, either directly from the bank or through a wholly owned subsidiary of the Bank ("Special Purpose Vehicle") to be guaranteed by the Bank, and the issued instruments to be listed in Qatar Stock Exchange, or to be dually listed in Qatar Stock Exchange and London Stock Exchange (as may be permitted by the regulators), whether on one or several tranches, provided that issuances shall not exceed the total value of the programme subject to the ceiling determined by the applicable laws and to authorise the Board of Directors to update the programme from time to time, and to pay any tranche on its maturity date and to re-issue in accordance with the terms and conditions of the programme, and to determine the size and manner as may be specified by the Board of Directors, in compliance with the instructions of the regulatory authorities. And to authorize the Board of Directors with such authorities as may be necessary and required to update and launch the programme and to determine the appropriate time for issuance, and to deposit any financial instruments through domestic or foreign private placements, and to approve the details and conditions relating to the issuance, including the payment of all expenses and fees necessary for the issuance and to obtain all the necessary approvals from Qatar Central Bank and any other governmental or non- governmental bodies, and the Board shall have the right to enter into any agreement and to delegate any of its authorities as the Board deems appropriate to complete all such procedures.
(4) Approved authorising the Board of Directors to redeem the outstanding Tier 1 capital notes in the amount of USD 300 Million and to reissue Tier 1 capital notes for an equal value based on the following:
· Structure of the instrument will be in line with market and regulatory requirements for Tier 1 issuance.

· May be listed on London Stock Exchange or the Irish Stock Exchange or may be unlisted.

· Callable after 5 years at the Bank’s sole discretion.

· It will be junior to the Bank’s existing unsubordinated obligations including existing subordinated debt and depositors, and senior to the ordinary shares issued by the Bank.

· It will be issued directly through the Bank or through wholly owned Special Purpose Vehicle

· Authorising the Board of Directors to take all the necessary and required actions for the offering and in determining the appropriate time for offering and in determining the appropriate time for offering through private deposits, local or foreign, agreeing to the details and conditions related to the issuance and obtaining the necessary approvals for that from the central bank and any other governmental or non-governmental bodies, with the right to authorize the executive management to take appropriate measures to implement this Tier 1 Capital resolution.

(5) Approving the authorisation of the Chairman of the Board of Directors, or the Vice Chairman of the Board of Directors, to complete the necessary procedures for the amendment of the Articles of Association in accordance with the above, including attendance and signing before the authentication department at the Ministry of Justice and Ministry of Commerce and Industry and other governmental entities, and to apply any amendment to the Articles of Association as required by the aforementioned authorities even if not presented to the General Assembly.
.

Attached amendmdnt for the AOA

.

Click here to download attachment