Al Khalij Commercial Bank (al khaliji) P.Q.S.C. (“AK”) announces that the Extraordinary General Meeting of Shareholders (“EGM”) was successfully held electronically on Wednesday 6 October 2021 at 04h30 p.m. During the meeting, the shareholders of al khaliji considered and passed the following resolutions: 

1. approved the dissolution of AK for the purpose of its merger with Masraf Al Rayan (Q.P.S.C.) (“MAR”) subject to all applicable laws and regulations; 

 

2. approved the proposed merger of AK and Masraf Al Rayan (Q.P.S.C.) (“MAR”) (the “Merger”), to be effected by way of a merger pursuant to Article 278 of Qatar Law Number 11 of 2015 Promulgating the Commercial Companies Law and its subsequent amendments (the “Companies Law”) and the provisions of the Qatar Central Bank Law Number 13 of 2012, through the issuance of new shares in MAR on the basis of Shareholders of AK receiving 0.5 MAR shares for every 1 share in AK (“Exchange Ratio”), subject to obtaining all regulatory approvals and fulfilling all the conditions precedent set out in the Merger Agreement dated 7 January 2021 between AK and MAR (the “Merger Agreement”);

 

3. extended the mandate of the Board of Directors of AK with its current composition and members as elected in the General Meeting of Shareholders of AK on 27 February 2018 until the completion of the Merger; 

 

4. approved the Fairness Opinion Report by Barclays Bank PLC which concludes that the Exchange Ratio pursuant to the proposed transaction resulting in the value of AK of 1,800,000,000 news shares in MAR’s share capital is fair, from a financial point of view, to the holders of AK shares; and  

 

5. authorized the Board of Directors or any person so authorized by the Board of Directors or the Chairman, to adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation, to apply for a resolution of Ministry of Commerce and Industry,  the Qatar Central Bank, the Qatar Financial Markets Authority and/or any other authority including in the UK, UAE and France to finalize and declare the merger between MAR and AK, to transfer assets of AK to MAR,  the dissolution of AK to be effective and to sign any documents and agreements in relation to the above.

For further details, please refer to the Press Release attached hereto. 

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