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2025-02-27
Commercial Bank announces that the General Assembly Meeting AGM and EGM will be held on 20/03/2025, Commercial Bank Plaza, Al Markhiya Street, Al Dafna and virtually using the ZOOM application and 09:00 PM. In case of not completing the legal quorum, the second meeting will be held on 24/03/2025, Commercial Bank Plaza, Al Markhiya Street, Al Dafna and virtually using the ZOOM application and 09:00 PM AGENDA OF THE ORDINARY GENERAL MEETING 1. To discuss and approve the report of the Board concerning the Company’s activities and its financial position for the financial year ended 31 December 2024, and the future plans of the Company. 2. To discuss and approve the external auditors’ report in accordance with Article 24 of the QFMA Governance Code for Companies and Legal Entities Listed on the Main Market issued pursuant to the QFMA’s Board Decision number 5 of 2016, and the Report on the Company's financial statements presented by the Board for the financial year ended 31 December 2024. 3. To discuss and approve the Company’s financial statements, balance sheet and the profit and loss accounts for the year ended 31 December 2024. 4. To consider and approve the dividend distribution policy presented by the Board and the Board’s recommendation to distribute a cash dividend of 30% of the nominal value of the share to the Shareholders of QAR 0.30 for each share held. 5. To consider absolving the Board from liability for the financial year ended 31 December 2024, and determine their remuneration for the year ended 31 December 2024 subject to QCB approval. 6. To discuss and approve the remuneration policy. 7. To appoint the external auditors for the year 2025 and determine their remuneration. 8. To discuss and approve the Company’s annual corporate governance report for 2024. 9. In the event that market conditions are favourable as determined by the Board, to approve 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 USD2,000,000,000 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 and to authorise the Board to decide 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 authorising 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 2023, respectively, but was not required for funding in these past years. 10. Further to the USD5,000,000,000 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 again each year from 2016 to 2023, respectively, to affirm the approval for 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 Companie