Masraf Al Rayan AGM and EGM Endorse Agenda
Items and Approve Distribution of 20% Cash Dividends
February 26, 2019
Masraf Al Rayan held its AGM and EGM
on 25/2/2019 and approved the items of the agenda as follows:
Ordinary General Assembly
Resolutions:
1-
The
Board of Directors report on the activities of Masraf Al Rayan
and its financial position for the fiscal year ended on 31st
December 2018 and the future plans of the Bank for the year 2019
were presented to the General Assembly and approved.
2-
Shari’ah Supervisory Board report on compliance of Masraf Al
Rayan to Shari’ah rules for fiscal year ended on 31st December
2018 was presented to the General Assembly.
3-
The
General Assembly discussed and approved the External Auditors
report on the Balance Sheet and Income Statement of Masraf Al
Rayan as presented by the Board of Directors for the fiscal year
ended on 31st December 2018.
4-
The
General Assembly discussed and approved the financial Statements
of Masraf Al Rayan for the fiscal year ended on 31st December
2018.
5-
The
General Assembly discussed and approved the proposals of the
Board of Directors regarding appropriation and cash dividend of
QR. 2.00 per share, representing 20% of the paid-up capital for
the fiscal year 2018.
6-
The
General Assembly discussed and approved the Corporate Governance
Report of Masraf Al Rayan for the year 2018.
7-
The
General Assembly discussed and approved absolving the Chairman
and Members of Board of Directors from all responsibilities for
the fiscal year ended on 31st December 2018, fixing their
remuneration for the year ended on 31st December 2018 of a total
amount of QR. 14,300,000. The General Assembly also approved the
new guide of rules of compensation and the remuneration of the
Board of Directors.
8-
The
General Assembly agreed to appoint “Deloitte and touch" to audit
Masraf Al Rayan and its Subsidiaries (excluding Al Rayan–UK) for
fiscal year 2019 and approved their total fees of QR
1,425,000, including
QR. 1,205,000 for Masraf Al Rayan only .
9.
The General Assembly attendees unanimously resolved the
following:
a.
RESOLVED THAT the approval of the General Assembly in its
meeting held on 28 March 2011 to authorize the Board of
Directors of the Bank to establish a US$1,000,000,000 Trust
Certificate Issuance Program (the “Program”) be and is hereby,
approved, confirmed and ratified;
b.
FURTHER RESOLVED THAT the approval of the General Assembly in
its meeting held on 2 April 2017 to approve the overall increase
in the Program limit from US$1,000,000,000 to US$2,000,000,000
in order to meet the Bank's general funding requirements is
hereby, approved, confirmed and ratified;
c.
FURTHER RESOLVED THAT all actions of the Board of Directors of
the Bank in respect of the Program and the issuances thereunder
from time to time including without limitation incorporation of
MAR Sukuk Limited to issue Certificates (in Series) to investors
under the Program, publications of the Base Prospectus (as
amended from time to time) sale and/or purchase of certain
assets of the Bank to or from MAR Sukuk Limited, as the case may
be (from time to time), for the purposes of the Program, and any
and all actions taken to list the Certificates on the Irish
Stock Exchange trading as Euronext Dublin, are hereby approved,
confirmed and ratified;
d.
FURTHER RESOLVED THAT the Board of Directors of the Bank are
authorized to take any and all actions necessary for and on
behalf of the Bank in respect of the Program or any issuances
thereunder within the approved Program limit of US$
2,000,000,000, including (but not limited to) updating the
Program (except the Program limit) and any relevant transaction
documents from time to time, approving any issuance of
Certificates under the Program, any actions required to list the
Certificates on any stock exchange, all upon the terms and
subject to the conditions as the Board of Directors may deem
fit, and authorize any one or more members of the Board of
Directors and/or the senior management of the Bank to update
and/or execute any document under the Program or listing of the
Certificates on any stock exchange, as the Board of Directors of
the Bank sees fit, provided that the requisite approval of the
relevant regulatory authorities shall be obtained;
e.
FURTHER RESOLVED THAT that any further increase the overall
Program limit beyond US$ 2,000,000,000 shall be subject to the
prior approval of the Shareholders of the Bank and the relevant
regulatory authorities.
RESOLUTIONS OF EGM:-:
1-
The
Extraordinary General Assembly Meeting of Masraf Al Rayan has
approved the proposed amendments to the Articles of Association
of Masraf Al Rayan, which were presented in detail to the
Extraordinary General Assembly meeting held on 25/2/2019, which
were made on the following provisions of the Articles of
Association; (Article 1/ definition of Ministry- Article 17-
Article 18 - Article 20 - Article 21 - Article 23 - Article 24 -
Article 33 - Article 34. Adding a new Article No. 64 on the
responsibilities of the Board - Article 65 - Article 79 -
Article 81). In order for Masraf Al Rayan’s Articles of
Association to comply with the provisions of the Corporate Code
for Companies and Legal Entities Listed in the Main Market,
issued by the Decision of the Board of Directors of Qatar
Financial Markets Authority "QFMA" number
(5) for the year 2016 dated 21/7/2016.
2-
The
Extraordinary General Assembly Meeting of Masraf Al Rayan
approved the proposed amendments to the Articles of Association
of Masraf Al Rayan which were presented in detail to the
Extraordinary General Assembly Meeting held on 25/2/2019, which
were made on the following provisions of the
Articles of Association: (Article 7- Article 8- Article
24 - List of Founders), with the aim of modifying the nominal
value of Masraf Al Rayan's
share in the Articles of Association to become one Qatari
Riyal per share (QAR 1) and to amend the relevant
provisions of the Articles of Association in accordance
with the decision of the Board of Directors of Qatar Financial
Markets Authority "QFMA" in
its fourth meeting
for the year 2018 held on 16/12/2018
pertaining to the amendment of the nominal value of the
shares of the companies listed in the main and secondary markets
" emerging companies" in Qatar to become one Qatari Riyal (1)
per share, effective from the date to be specified later
by Qatar Financial Markets Authority "QFMA".
3-
The
Extraordinary General Assembly Meeting of Masraf Al Rayan
approved the appointment of the Chairman and Managing Director
of the Board of Directors, or his authorized representative, to
sign the amended Articles of Association and authenticate the
same with the concerned authorities.
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