Masraf Al Rayan held its AGM and EGM on 25/2/2019 and approved the items of the agenda.

RESOLUTIONS OF AGM: -:

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:

RESOLVED THAT the approval of the General Assembly in its meeting held on 28 March 2011 to authorise the Board of Directors of the Bank to establish a US$1,000,000,000 Trust Certificate Issuance Programme (the “Programme”) be and is hereby, approved, confirmed and ratified;

FURTHER RESOLVED THAT the approval of the General Assembly in its meeting held on 2 April 2017 to approve the overall increase in the Programme 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;

FURTHER RESOLVED THAT all actions of the Board of Directors of the Bank in respect of the Programme 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 Programme, 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 Programme, 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;

FURTHER RESOLVED THAT the Board of Directors of the Bank are authorised to take any and all actions necessary for and on behalf of the Bank in respect of the Programme or any issuances thereunder within the approved Programme limit of US$ 2,000,000,000, including (but not limited to) updating the Programme (except the Programme limit) and any relevant transaction documents from time to time, approving any issuance of Certificates under the Programme, 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 authorise 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 Programme 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; 

FURTHER RESOLVED THAT that any further increase the overall Programme 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.