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.
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