Commercial Bank General Assembly Approves Agenda Items and the Distribution of 10% Cash Dividends

March 22, 2018

Commercial Bank announced the results of its Ordinary General Assembly meeting on 21 March 2018, which approved the entirety of its agenda items as follows:

1.      The Assembly heard the Chairman’s opening word and the Board’s report on the company's activities, its financial position during the financial year ended on 31/12/2017, and future plans.

2.      The Assembly heard the auditor's report on the company's financial statements submitted by the Board of Directors for the financial year ended on 31/12/2017.

3.      The financial statements for the year ended on 31 December 2017 have been discussed and approved.

4.      The Board of Directors' recommendation for the distribution of 10% of the nominal share value in cash dividends to shareholders amounting to QR1 per share was approved.

5.      The Assembly relieved the members of the Board of Directors from liability for the financial year ended on 31/12/2017.

6.      The Assembly determined the members of the Board of Directors remuneration for the financial year ended on 31/12/2017, and adopted the regulations governing the calculation of bonuses granted to them.

7.      Ernst & Young was appointed as an external auditor for the company's accounts for the year 2018, and the Assembly determined their remuneration.

8.      The Corporate Governance Report for the financial year of 2017 was presented and discussed.

9.      The Assembly approved the increase of the limit for the current global program for the issuance of certificates of deposit, and US and / or European commercial paper in different currencies provided that they are issued directly by the company at a value not exceeding up to a maximum amount outstanding at any one time of USD 5 billion or its equivalent in Qatari Riyal with maximum maturity of up to 5 (five) years minus one day for any of the abovementioned issues either through regular markets or in the form of a private placement, provided that all necessary approvals are always obtained from the regulatory authorities and terms and conditions applicable under the Commercial Companies Law in respect of any direct issue are abided by. The Board of Directors has been delegated to determine the size, terms and conditions of such programs (within the authorized limits), and to complete and edit the documents of the program and any other agreements or arrangements on behalf of the company in this regard, as well as delegate these authorities to the employees of the company.

10.  The Assembly approved the launch of a Global Medium Term Notes (GMTN) program in compliance with (144a) to allow for issuance into the US markets, if the Board deems the market conditions favorable, either directly through the company or a special purpose vehicle, up to USD 2 billion or its equivalent in Qatari Riyal with a maximum maturity of 30 years provided that they are issued regularly in the global markets or in the form of a private placement, on condition that all necessary approvals are always obtained from the regulatory authorities, and terms and conditions applicable under the Commercial Companies Law in respect of any direct issue are abided by. The Board of Directors has been delegated to determine the size, terms and conditions of such programs (within the authorized limits), and to complete and edit the documents of the program and any other agreements or arrangements on behalf of the company in this regard, as well as delegate these authorities to the employees of the company. This program was also approved at the Ordinary General Assembly meeting held on 4 April 2017, but was not used in the financing process during the last year.

11.  Further to the USD 5,000,000,000 Euro Medium Term Note Program established in 2011 (“the Program”) approved by the Company’s shareholders in the general assembly of 21 February 2011, 23 March 2016, and 4 April 2017, the issuance of debt notes for up to USD 2 billion under the Program with a maximum maturity of 30 years has been approved. These bonds may be listed in global markets and issued in several currencies (such as but not limited to: US Dollar, Japanese Yen, Australian Dollar, Swiss Franc, Thai Baht, or Chinese Renminbi). These notes shall be issued through a regular issuance through the Program or in the form of a private placement. Provided that all necessary approvals are always obtained from the regulatory authorities, and terms and conditions applicable under the Commercial Companies Law in respect of any direct issue are abided by. The Board of Directors has been delegated to determine the size, terms and conditions of such programs (within the authorized limits), and to complete and edit the documents of the program and any other agreements or arrangements on behalf of the company in this regard, as well as delegate these authorities to the employees of the company.

12.  The Board of Directors has been authorized to submit any other debt instruments in any currencies that are suitable for market conditions of up to USD 1 billion, provided that all necessary approvals are always obtained from the regulatory authorities, and terms and conditions applicable under the Commercial Companies Law in respect of any direct issue are abided by. The Board of Directors has been delegated to determine the size, terms and conditions of such programs (within the authorized limits), and to complete and edit the documents of the program and any other agreements or arrangements on behalf of the company in this regard, as well as delegate these authorities to the employees of the company.