The Extraordinary General Assembly of Dukhan Bank ratifies the bank's transformation into a Qatari public shareholding company and the direct listing of the bank's capital in the main market of the Qatar Stock Exchange


•    The Extraordinary General Assembly approves the transformation of the bank into a Qatari public shareholding company.
•    The Extraordinary General Assembly approves the direct listing of the Bank's capital in the main market of the Qatar Stock Exchange.
•    Approval of amending the Memorandum of Association and Articles of Association of the Bank. The amendments include, among other things, reducing the nominal value of the share from 10 to 1 Qatari riyal.
Dukhan Bank held, via visual communication technology, the Extraordinary General Assembly Meeting, chaired by His Excellency Sheikh Mohammed bin Hamad bin Jassim Al Thani, Chairman of the Board of Directors, and attended by 91.6% of the shareholders, on Sunday, January 15, 2023.
The meeting witnessed discussion of all items on the agenda, approval of the bank’s transformation into a Qatari public shareholding company in accordance with Article 208 of the Commercial Companies Law No. 11 of 2015 and its amendments, and the direct listing of the bank’s capital in the main market on the Qatar Stock Exchange, in accordance with the terms and conditions contained in the prospectus. The listing, which will be published on the stock exchange website and the bank's website, and increasing the percentage of foreign ownership of the bank's shares to 49%.
The evaluation reports prepared by the independent evaluators were approved. In this regard, and in accordance with the Regulations for Offering and Listing Securities in Financial Markets issued by the Qatar Financial Markets Authority, the Board of Directors of Dukhan Bank has appointed KPMG Qatar Branch and Moore as independent valuers to undertake the process of evaluating the bank’s assets and liabilities and to prepare independent evaluation reports.
The Bank is represented in this transaction by Q&B Capital as Listing Adviser, K&L Gates LLP as International Legal Adviser, and Al Sharq Law Firm as Local Legal Adviser.

The share price up to the direct listing process
The meeting included discussion and approval of the evaluation of the bank's share price, which will be used in the direct listing process, at a value of 4.35 Qatari riyals per share, as approved by the Board of Directors and the Qatar Financial Markets Authority.
Amending the Memorandum of Association and Articles of Association
Furthermore, the Extraordinary General Assembly approved the proposed amendments to the Memorandum and Articles of Association of Dukhan Bank.
These proposed amendments come for the purpose of transforming the bank into a Qatari public shareholding company and direct listing in the main market of the Qatar Stock Exchange, so as to reflect the terms and provisions of the Commercial Companies Law No. 11 of 2015 and its amendments, and to comply with the corporate governance system and legal entities listed in the main market issued by a decision of the Board of Directors of the Qatar Authority Financial Markets No. 5 of 2016 (Governance Code issued by Qatar Financial Markets), and Circular No. 25 of 2022 issuing Governance Instructions in Banks issued by Qatar Central Bank (Governance Code issued by Qatar Central Bank).
Some of the amendments included reducing the nominal value of one share from 10 to 1 Qatari riyal, increasing the percentage of foreign ownership of the bank’s shares to 49%, and other amendments to make the Memorandum of Association and Articles of Association comply with the provisions of the applicable laws of public shareholding companies, and the appointment of members of the founding board of directors immediately after the bank’s transformation into a company. Public contribution.

Appointment of the members of the Board of Directors
Also, during the meeting, the shareholders approved the appointment of the following members of the Board of Directors, immediately after the bank's conversion to a public joint stock company: His Excellency Sheikh Mohammed bin Hamad bin Jassim Al Thani, Chairman of the Board of Directors, representative of Al Peakah Trading Company, and Mr. / Abdulaziz Muhammad Hamad Al Mana, Vice Chairman Board of Directors, representative of Advanced Specialized Projects Company, Sheikh Thani bin Hamad bin Khalifa Al Thani, member, representative of Al Udeid Real Estate Investment Company, Sheikh Jassim bin Fahd bin Jassim Al Thani, member, representative of Al Sanad Trading Company, and Mr. Abdulaziz Muhammad Jaber Abdullah Al Sulaiti, member, representative of Al Mirqab Private Company, Sheikh Khalid bin Hassan bin Khalid Al Thani, member, representative of Qatar Holding Company, Mr. Ahmed Abdul Razzaq Ahmed Al Hashemi, member, representative of the General Retirement and Social Insurance Authority, and Mr. Ahmed Mohamed Yousef Al-Manea, member, representative of the General Retirement and Social Insurance Authority and a third representative named the General Retirement and Social Insurance Authority later.

Authorization of the Chairman of the Board of Directors
It should be noted that the Extraordinary General Assembly meeting of Dukhan Bank witnessed the approval of authorizing the Chairman of the Board of Directors to represent the bank before any competent authorities to secure and obtain all approvals from the regulatory authorities on the items approved by the General Assembly, in order to complete the process of transforming the bank into a public joint stock company. And the direct listing of the bank’s capital in the main market of the Qatar Stock Exchange.

Sharing growth returns with a larger shareholder base
On this occasion, His Excellency Sheikh Mohammed bin Hamad bin Jassim Al Thani, Chairman of the Board of Directors of Dukhan Bank, said:
“We are pleased with the results of the Extraordinary General Assembly meeting, as the participating shareholders confirmed their approval of all items on the agenda after extensive discussions. The direct listing of the Bank’s capital in the main market on the Qatar Stock Exchange and its conversion into a joint stock company comes in line with our general strategy, whose features were defined with the completion of the first merger deal in the banking sector in Qatar in 2019. Today, as the fifth largest bank in Qatar with total assets exceeding QR 100 billion, we naturally wanted to share the return of Dukhan Bank’s continued growth with a broader base of shareholders in Qatar and beyond. The listing is a new step towards strengthening the bank’s position globally, with our affirmation of the commitment to environmental governance frameworks, social responsibility, and corporate governance that we pursue in Dukhan Bank, and our adherence to our portfolio enhanced with the latest digital banking services and products that keep pace with the aspirations of our customers and meet their needs.”
In the same context, he added: “The listing will enhance the bank’s cash liquidity, and provide an opportunity for external investors and specialized clients to join the growth journey that the bank is witnessing at various levels, and thus increase their profits and investments. We cannot overlook that we have always provided our shareholders with one of the highest ratios Dividends have been distributed in the market over the past few years, and here we are again opening the door for them to increase their profits and cash flow by offering part of their investments in the market.”
The bank will complete the final legal and procedural procedures for the listing, and will disclose the timing in due course.
Dukhan Bank, the third largest and fastest growing Islamic bank in the State of Qatar, is licensed and regulated by the Central Bank, with assets exceeding 100 billion Qatari riyals. The Bank provides leading services and a full portfolio of Islamic banking services that includes services for individuals, corporate and commercial banking services, business and private banking services, real estate facilities, investment services and asset management.
 


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