Resolutions of the Extra-Ordinary General Assembly of Masraf Al Rayan
Oct 05 2021
- The Extra-Ordinary General Assembly approved the proposed merger of Masraf Al Rayan (“MAR”) and Al Khalij Commercial Bank (Al khaliji) P.Q.S.C. (“AK”) (the “Merger”) by way of absorption to be effected pursuant to Article 278 of the Commercial Companies Law Number 11 of 2015 (the “Commercial Companies Law”) and Article 161(2) of Law Number 13 of 2012 issuing the Qatar Central Bank Law and Regulation of Financial Institutions (the “QCB Law”), whereby MAR shall be the surviving entity following completion. The Merger shall be completed through the issuance of new shares in MAR to AK’s shareholders on the basis of such shareholders receiving 0.50 MAR shares for every 1 share in AK (the “Exchange Ratio”), subject to obtaining all regulatory approvals and fulfilling all the conditions set out in the merger agreement dated 7 January 2021 made between MAR and AK (the “Merger Agreement”);
- The Extra-Ordinary General Assembly approved the evaluation report prepared by KPMG which has led to the issuance of new shares in (“MAR”) for the benefit of Al Khaliji shareholders on the basis that they will be receiving 0.50 of Masraf Al Rayan shares for every share in Al Khaliji Bank (“the Exchange Ratio”)
- The Extra-Ordinary General Assembly approved the summary of the Merger Agreement.
- The Extra-Ordinary General Assembly approved the increase of MAR’s authorised and paid up share capital by QAR 1.8 billion from QAR 7.5 billion to QAR 9.3 billion, subject to the terms and conditions of the Merger Agreement from the date the Merger becomes effective.
- The Extra-Ordinary General Assembly approved the list of Board Directors of the merged entity between (“MAR”) and (“AK”), according to Qatar Central Bank’s letter dated 12 July 2021.
- The Extra-Ordinary General Assembly approved the amendment of Article 23 of the Articles of Association of MAR to increase the number of members of the Board from 9 members to 11 members,
- The Extra-Ordinary General Assembly approved the additional amendments to MAR’s Articles of Association as published on the website of MAR with the aim of updating the Articles of Association. These amendments include the following:
- Article (1): Deleting the definition of the Founding Committee and adding the definition of Independent Board Member;
- Article (2): Addition;
- Article (4): Adding Article (4-1-13) to the Objects of the Bank;
- Article (7): Amending the amount of the Capital;
- Article (8): Subscription in the Capital
Item (first) and (second) to be deleted. Item (third) to be amended as the following:
In accordance with the provisions of Article 7 of the Investment Act No. (1) of 2019, and under the Cabinet's decision of 18 August 2021, the ceiling of non-Qatari contribution to Masraf Al Rayan’s total capital has been set to reach 100% taking into account the approvals of the supervisory authorities.
- Article (9): Listing of the Shares in the Market (Deletion);
- Article (10): Shares Certificates (Deletion);
- Article (11): Payment of the Balance of the Share Value (Deletion);
- Article (12): Failure to Pay the Balance of the Share Value (Deletion);
- Article (13): Ownership of Shares (Deletion of the first item);
- Article (18): Increase of Capital (Amendment);
- Article (21): Debentures (Sukuk) (Amendment);
- Article (26): Election of Chairman and Deputy Chairman (Amendment);
- Article (45): Appointment of Shari’ah Supervisory Board (Deletion of the section that relates to the First Shari’ah Supervisory Board);
- Article (47): Constitutive General Assembly Meeting (Deletion);
- Article (56): Electing the Board Directors (Amendment); and
- Article (70): Establishment Expenses (Deletion).
- The Extra-Ordinary General Assembly approved the adoption of: (a) AK’s USD2,500,000,000 Euro Medium Term Note Programme, including creating and amending its terms and other related documentation so as to convert this into a Shari’ah compliant programme, and transfer of the guarantor from AK to MAR. The assumption by MAR of the liabilities arising under such programme and other necessary amendments; or (b) to approve AK’s USD2,500,000,000 Euro Medium Term Note Programme under MAR’s existing Sukuk programme.
- The Extra-Ordinary General Assembly approved the adoption of AK’s USD1,000,000,000 commercial paper and certificate of deposit programme, including creating and amending its terms and other related documentation so as to convert this into a Shari’ah compliant programme, the transfer of the guarantor from AK to MAR, and the assumption by MAR of the liabilities arising under such programme and any other necessary amendments.
- The Extra-Ordinary General Assembly approved MAR’s assumption of the liabilities (with necessary amendments of terms where ever needed) of AK arising under:
- hedging arrangements entered into with J.P. Morgan Securities Plc on 13 February 2020;
- term loan facilities of USD$120,000,000 and trade facilities of USD$65,000,000 made available by Arab Banking Corporation and Industrial Commercial Bank of China in 2017 and 2019 respectively.
- The Extra-Ordinary General Assembly authorised the Board, or any person so authorised by the Board to:
- adopt any resolution or take any action as may be necessary to implement any and all of the resolutions mentioned above including, but not limited to apply for a needed approvals from the Ministry of Commerce and Industry (“MoCI”), Qatar Central Bank, and/or Qatar Financial Markets Authority to finalise and declare the Merger between MAR and AK, to increase the share capital of MAR, and to amend its Articles of Association and to attend before the Ministry of Justice, the MoCI and any other competent authority in the State of Qatar and submit and/or sign any necessary documents to effect such amendments;
- appoint an exchange agent to facilitate the issuance of new MAR shares in accordance with the Exchange Ratio and transfer the shares of AK Group to MAR;
- submit all required documents and applications to the Qatar Stock Exchange (“QSE”) for the listing of the new MAR shares on the QSE; and
- sign any documents, agreements and applications in relation to what is mentioned above.