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Chairman's Statement Extra-Ordinary General Meeting Held on 21/12/2008
Esteemed shareholders and honorable guests,
On behalf of the Board of Directors, I am pleased to take this opportunity to welcome you all and thank you for your cooperation and accepting our invitation to attend this meeting.
It is clear from the agenda that the main purpose of this meeting is to amend the Bank's Articles of Association and obtain your kind approval to increase the Bank's capital by issuing new shares up to 20% of the capital to be owned by Qatar Investment Authority. Calling for this meeting came subsequent to the directives issued by HH the Emir, Sheikh Hamad Bin Khalifa Al Thani, to Qatar Investment Authority to enter as a strategic partner in the capitals of Qatari banks up to 20% in order to support the banking sector in Qatar.
Despite the negative impacts of the financial crisis on stock markets and the economic slowdown witnessed in many countries around the world, we are confident that Qatar Economy will not be substantially affected. It is still registering high growth rates and remains one of the fastest growing economies in the world. The government of the State of Qatar is also focusing on diversifying the revenue resources, encouraging foreign investments and not relying on oil as the main source of income. Qatar becomes the biggest exporter for Gas in the world and possesses the third largest Liquefied Natural Gas (LNG) reserve in the world. Therefore, we believe that the development projects in Qatar will continue and positively affect all economic sectors.
On behalf of the Board members, I would like to extend my sincere thanks and gratitude to HH the Emir, Sheikh Hamad Bin Khalifa Al Thani, HH the Heir Apparent, Sheikh Tamim bin Hamad Al Thani, HE the Prime Minister and Minister of Foreign Affairs - Sheikh Hamad bin Jassim Al-Thani, HE Mr. Yousef Hussain Kamal - Minister of Finance & Economy, HE Sheikh Fahad Bin Jassim Al Thani - Minister of Business & Commerce, HE the Governor, Sheikh Abdullah bin Saud Al Thani, and to regulators representatives, - Qatar Central Bank, Ministry of Business & Commerce and Doha Security Market.
At the end, I would also like to thank our shareholders and customers for their confidence and support and the executive management of Doha Bank for its relentless efforts exerted to achieve our goals.
Agenda of the Extra-ordinary General Meeting for Shareholders to be held on 21/12/2008
1. Approval to increase the bank's capital through issuing new shares up to 20% of the capital, i.e., a maximum of 34.449.634 new shares to be owned by Qatar Investment Authority at DSM's closing rate on Sunday 12/10/2008 including the issue premium. This increase is to be effected in two phases and the board of directors to be authorized to determine the date, terms and conditions of the issue of new shares.
2. Amendment of Article (6) of the Article of Association to reflect the impact of the capital increase in the two phases.
3. Shareholders to relinquish their priority rights of subscription priority in these new shares.
4. Amendment of Article (9) of the Article of Association to be read as follows:
It is not permissible for any natural or judicial person to subscribe in more than 2% of the capital shares and it is not permissible at any time to posses more than this percentage except by inheritance or will, with the exception of the following:
• Qatar Investment Authority shall have the right to subscribe and posses shares up to 20% of the capital.
• The extra-ordinary General Meeting of shareholders shall approve the registration of a number of shares in the name of the depositary agent with a percentage not exceeding 15% of the capital in case of a capital increase by means of issuing GDRs.
Mutual funds are considered as a single investment group, regardless of their number, if each is managed by one natural or judicial person or if the founder in each fund is a natural or judicial person. In these two cases, the investment group shall not posses more than 2% of the capital shares.
5. Amendment of Article (33) of the bank's Article of Association to be read as follows:
'Each shareholder shall have the right to attend the General Meeting and shall have a number of votes equal to his shares. Minors and those placed in custody shall be represented by their legal agents. Attendance by proxy at the General Meeting is permissible provided that the proxy is a shareholder and that his proxy is specific and is stated in writing. Moreover, the shareholder is not allowed to nominate any member of the board of directors to attend the General Meeting on his behalf. In all cases, the shares acquired by the proxy, in his capacity, should not exceed 5% of the share capital of the company except where the proxy is a representative or agent of Qatar Investment Authority or the GDR depository bank, which shall act as the depositary agent of the GDRs in case issued after getting the approval of the extra-ordinary General Meeting.
With the exception of judicial persons, it is not permissible for any of the shareholders, whether acting in their own capacity or by proxy, to posses more than 25% of the total number of votes attending in the meeting.'
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