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2026-02-22
Commercial Bank announces that the General Assembly Meeting AGM will be held on 16/03/2026, at 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 26/03/2026, at Commercial Bank Plaza, Al Markhiya Street, Al Dafna and virtually using the ZOOM application and 09:00 PM . 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 2025, and the future plans of the Company. 2. To discuss and approve 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. To discuss and approve the Company’s financial statements, balance sheet and the profit and loss accounts for the year ended 31 December 2025. 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 2025 and determine their remuneration for the year ended 31 December 2025. 6. To discuss and approve the remuneration policy. 7. To appoint the external auditors for the year 2026 and determine their remuneration. 8. To discuss and approve the Company’s annual corporate governance report for 2025. 9. To consider and approve the election of the Board members for a term of three (3) years. 10. 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 2025, respectively, but was not required for funding in these past years. 11. 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 has been renewed every year since then, 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 Companies Law for any direct issuance by the Company itself and to authorise 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 authorising 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. To authorise 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 USD1,000,000,000 (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 to authorise 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 authorising 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 USD1,000,000,000 following the approval of the Shareholders in the general assembly meetings held on each year from 2018 to 2025, respectively, to authorise the issuance of notes for up to USD1,000,000,000 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 to authorise 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 authorising 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. To approve 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 USD1,000,000,000 (QAR3.6 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 to authorise 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 obtain the required approvals from the QCB and other governmental authorities. Also to authorise a call back and re-issuance as deemed necessary.