Commercial Bank: The AGM Endorses Items on It's Agenda

Commercial Bank announces the results of the AGM. The meeting was held on 16/03/2026 and the following resolution were approved

The Ordinary General Assembly approved all items listed on its Agenda as follows:

1. The Ordinary General Assembly discussed and approved the report of the Board concerning the Company’s activities and its financial position for the financial year ended 31 December 2025, and the future plans of the Company.

2. The Ordinary General Assembly discussed and approved the External Auditors’ report and the report on the Company's financial statements presented by the Board for the financial year ended 31 December 2025, in accordance with the QFMA’s Governance Code for Listed Companies issued pursuant to Decision No. (5) of 2016, as applied under Article 2 of the QFMA’s Board Decision No. (5) of 2025.

3. The Ordinary General Assembly discussed and approved the Company’s financial statements, balance sheet and the profit and loss accounts for the year ended 31 December 2025.

4. The Ordinary General Assembly approved the dividend distribution policy that was presented by the Board of Directors and that has been published on the Bank’s website. Further, the Ordinary General Assembly approved the Board of Directors’ recommendation to distribute a cash dividend of 30% of the share’s nominal value to shareholders of QAR 0.30 for each share held.

5. The Ordinary General Assembly agreed to absolve the members of the Board from liability for the financial year ended 31 December 2025 and agreed on their remuneration for the year ended 31 December 2025.

6. The Ordinary General Assembly approved the policy defining the basis of the calculation of the remuneration granted to the Board of Directors as well as the employee remuneration policy.

7. The Ordinary General Assembly approved the appointment of KPMG as the External Auditors for the year 2026 and approved their remuneration.

8. The corporate governance report for 2025 was presented, discussed and approved by the Ordinary General Assembly.

9. The Ordinary General Assembly approved the election of the following Board members for the following three years (2026-2027-2028) noting that eight non-independent Board members were elected by the General Assembly, and three independent Board members were elected by acclamation:

1. Sheikh Abdulla Bin Ali Bin Jabor Al Thani

2. Mr. Omar Hussain Alfardan representing Al Gassar Capital (L.L.C)

3. Sheikh Falah Hamad Jassim Al Thani representing Nest Consultancy (L.L.C)

4. Sheikh Jabor Bin Abdulla Bin Ali Al Thani

5. Mr. Hussain Omar Alfardan representing Alfardan Investment Company (L.L.C)

6. Mr. Mohamad Ismail Mandani Al Emadi

7. Mr. Salem Khalaf Al Mannai representing Qatar Insurance Company (P.S.Q.C)

8. Mr. Ibrahim Jassim Al Othman Fakhro

9. Mr. Saleh Majed Al Khulaifi, Independent member

10. Mr. Mohammed Yasser Al Mosallam, Independent member

11. Mr. Mohammed Ahmad Al Mulla, Independent member

12. Mr. Abdulla Jassim Al Mosallam, backup for non-independent seat

10. The Ordinary General Assembly approved the adoption of a new Global Medium Term Notes programme (the “GMTN Programme”) in compliance with Rule 144A of the US Securities Act of 1933 to allow for issuances in the US markets by the Company directly or through an SPV for up to USD 2,000,000,000 or its equivalent in Qatari Riyals with a maximum maturity of 30 years provided that they are issued in the global markets or in the form of private placements subject always to obtaining all regulatory approvals and complying with any applicable restrictions under the Qatar Commercial Companies Law 11 of 2015 (as amended) (the “Companies Law”) for any direct issuances by the Company itself, on the size and terms and conditions of such programme and any issuances thereunder (within the prescribed limit) and to negotiate and execute the GMTN Programme documents and any other agreement or arrangements relating to the GMTN Programme and any issuances thereunder on behalf of the Company in this regard and authorised the Board to delegate such authority to officers within the Company. This proposed GMTN programme was also approved in the general assembly meetings held each year from 2017 to 2025, respectively, but was not required for funding in the past years.

11. Further to the USD 5,000,000,000 Euro Medium Term Note Programme established in 2011 (the “EMTN Programme”) approved by the Shareholders in the general assembly meetings held on 21 February 2011, and has been renewed every year since then, respectively, the Ordinary General Assembly approved the issuance of debt notes under the EMTN Programme with a maximum maturity of 30 years. These notes may be issued in various currencies (including but not limited to US Dollars, Japanese Yen, Australian Dollars, Swiss Francs, Thai Baht, Chinese Renminbi, Canadian Dollars, Taiwanese Dollar and Qatari Riyals and / or other Gulf Cooperation Council currencies) and may be listed on global markets. These notes may be issued through global markets or in the form of private placements subject always to obtaining all regulatory approvals and complying with any applicable restrictions under the Companies Law for any direct issuance by the Company itself and the Ordinary General Assembly authorised the Board to decide on the size and terms and conditions of any such issuances (within the prescribed limit) and to negotiate and execute the EMTN Programme documents and any other agreement or arrangements relating to the EMTN Programme and any issuances thereunder on behalf of the Company in this regard and authorised the Board to delegate such authority to officers within the Company. The Company intends to make drawdowns under the EMTN Programme throughout the year. Under the EMTN Programme, one private placement and three public issuances were made in 2025; a private placement of USD 10,000,000, and public issuances comprised of a Qatari Riyal issuance of QAR 500,000,000, a US Dollar issuance of USD 300,000,000 and a US Dollar issuance of USD 600,000,000.

12. The Ordinary General Assembly authorised the Board to establish any other debt programmes or complete a standalone issuance in any currency which may be suitable depending on market conditions up to an aggregate limit of USD 1,000,000,000 (with issuances being made either directly by the Company or through an existing SPV or a new SPV established for this purpose) subject always to obtaining all regulatory approvals and complying with any applicable restrictions under the Companies Law for any direct issuance by the Company itself and authorised the Board to decide on the size and terms and conditions of such programmes and any issuances thereunder (within the prescribed limit) or such standalone issuances and to negotiate and execute the transaction documents and any other agreement or arrangements relating to the programme and any issuances thereunder or any standalone issuances on behalf of the Company in this regard and authorised the Board to delegate such authority to officers within the Company. Following the approval of the general assembly for the establishment of debt programmes in the general assembly meetings held each year from 2021 to 2025, respectively, no other debt programmes were established.

13. Further to the AUD debt issuance programme (the “AUD Programme”) established in 2018 for USD 1,000,000,000 following the approval of the Shareholders in the general assembly meetings held on each year from 2018 to 2025, respectively, the Ordinary General Assembly authorised the issuance of notes for up to USD 1,000,000,000 under the AUD Programme with a maximum maturity of 30 years. These notes may be issued in various currencies (including, but not limited to US Dollars and Australian Dollars) and may be listed on global markets. These notes are to be issued through a regular issuance through global markets or in the form of private placements subject always to obtaining all regulatory approvals and complying with any applicable restrictions under the Companies Law for any direct issuance by the Company itself and the General Assembly authorised the Board to decide on the size and terms and conditions of such issuances (within the prescribed limit) and to negotiate and execute the AUD Programme documents and any other agreement or arrangements relating to the AUD Programme and any issuances thereunder on behalf of the Company in this regard and authorised the Board to delegate such authority to officers within the Company. At the date hereof, no issuances have yet been made under the AUD Programme.

14. The Ordinary General Assembly approved the further direct issuance by the Company of listed or unlisted instruments that shall be eligible as Additional Tier 1 Capital in accordance with Basel 3, up to a maximum amount of USD 1,000,000,000 (QAR 3.6 billion) and in compliance with the instructions of the Qatar Central Bank (the “QCB”) and the terms of the Companies Law, to be issued by the Company directly and authorised the Board to either privately place or list any such local or global issuances and approve the final amount, the currency and the detailed terms of such Additional Tier 1 Capital issuance and to obtain the required approvals from the QCB and other governmental authorities. Also to authorize a call back and re-issuance as deemed necessary.

.

Click here to download attachment