The Extraordinary General Assembly of Dukhan Bank (the “Bank”)
Approves the Conversion of the Bank to a Qatari Public Shareholding Company and the Direct Listing of the Share Capital of the Bank on the primary market on the Qatar Stock Exchange
• The Extraordinary General Assembly (the “EGA”) of the Bank approved the conversion of the Bank to a Qatari Public Shareholding Company.
• The EGA of the Bank approved the direct listing of the share capital of the Bank on the main market in the Qatar Stock Exchange (the “QSE”).
• The EGA approved the amendments to the memorandum of association and the articles of association of the Bank, which include, among other things, reducing the nominal value of the share from QAR10 to QAR1.
DOHA, QATAR, 16 January 2023:
The Extraordinary General Assembly Meeting of Dukhan Bank was held via videoconference on Sunday, January 15 2023, chaired by H.E. Sheikh Mohammed Bin Hamad Bin Jassim Al-Thani, the Chairman of the Board, and in the presence of 91.6% of the shareholders.
The meeting involved discussions of all of the items on the agenda, including the approval of the conversion of the Bank to a Qatari public shareholding company in accordance with Article 208 of the Commercial Companies Law number 11 of 2015 (as amended) (the “Companies Law”), the direct listing of the share capital of the Bank on the main market of the QSE according to the terms and conditions set out in the listing prospectus (which will be published on the websites of the QSE and the Bank), and increasing the level of foreign ownership of the shares of the Bank to 49%.
The EGA also approved the valuation reports determining the valuation of the Bank prepared by independent valuators. In this regard and in accordance with the Qatar Financial Markets Authority’s (the “QFMA”) Offering and Listing of Securities on the Financial Markets Rulebook, the Board appointed KPMG Qatar Branch (“KPMG”) and Access Company (“Moore”) as the independent valuators to assess the Bank’s assets and liabilities in order to prepare the independent valuation reports.
QNB Capital LLC is acting as Listing Advisor to Dukhan Bank, K&L Gates LLP as International Legal Advisor, and Sharq Law Firm as Qatar Legal Advisor in connection with the transaction.
The share price for the purpose of the direct listing
The EGA approved the valuation and applicable price of the shares of the Bank which will be used in the direct listing process at QAR 4.35 per share, as approved by the Board and the QFMA.
Amending the memorandum of association and the articles of association
The EGA also approved the proposed amendments to the memorandum of association and the articles of association of the Bank.
These proposed amendments are primarily for the purpose of converting the Bank to a Qatari public shareholding company and the direct listing of the Bank’s shares in the main market on the QSE, and they reflect the requirements under applicable laws, including the Companies Law, the Governance Code for Companies and Legal Entities Listed on the Main Market issued by the QFMA’s Board Decision number 5 of 2016 (the QFMA Governance Code), and the Qatar Central Bank Circular number 25 of 2022 issuing the Governance Instructions for Banks (QCB Governance Code).
The amendments to the articles of association include, amongst other things, reducing the nominal value of each share of the Bank from QAR 10 to QAR 1, increasing the level of foreign ownership of the shares of the Bank to 49%, in addition to other necessary amendments to make the memorandum of association and the articles of association conform to the provisions of the laws in force regarding public shareholding companies. Moreover, the amendments include appointing board members immediately upon the conversion of the Bank to a Qatari public shareholding company.
Appointment of Board members
The EGA also approved the appointment of the following members of the board immediately upon the conversion of the Bank to a Qatari public shareholding company:
• H.E. Sheikh Mohammed Bin Hamad Bin Jassim Al-Thani, the Chairman of the Board and the representative of Al Thurwa Trading Co
• Mr. Abdulaziz Mohamed Hamad Al-Mana, the Vice-Chairman of the Board and the representative of Advanced Specialized Projects Co,
• Sheikh Thani Bin Hamad Bin Khalifa Al-Thani, member of the Board and the representative of Al Adeed Real Estate Investment Co,
• Sheikh Jassim Bin Fahad Bin Jassim Al-Thani, member of the Board and representative of Al Sanad Trading Co,
• Mr. Abdulaziz Mohamed Jaber Abdulla Al-Sulaiti, member of the Board and representative of Al Mirqab Private Co,
• Sheikh Khalid Bin Hassan Bin Khalid Al-Thani, member of the Board and representative of Qatar Holding Co,
• Mr. Ahmad Abdulrazzaq Ahmad Al-Hashmi, member of the Board and representative of the General Retirement and Social Insurance Authority,
• Mr. Ahmad Mohammed Yousef Al-Mana, member of the Board and representative of the General Retirement and Social Insurance Authority (Military Pension Fund), and
• A third representative to be appointed later by the General Retirement & Social Insurance Authority (Pension Fund).
Authorizing the Chairman of the Board
The EGA authorised the Chairman of the Board to represent the Bank before all competent authorities and to secure and obtain all required approvals from the regulatory authorities in order to complete the matters approved by the EGA including, the process of converting the Bank to a Qatari public shareholding company and the direct listing of the share capital of the bank of the Bank in the main market on the QSE.
Sharing the proceeds of growth with a wider shareholder base
Commenting on the occasion, the Chairman of Dukhan Bank, H.E. Sheikh Mohammed Bin Hamad Bin Jassim Al-Thani, said: “We are pleased with the results of the Extraordinary General Assembly Meeting, as the participating shareholders overwhelmingly approved all of the agenda items after thorough discussions. The direct listing of the share capital of the bank in the main market on the Qatar Stock Exchange and its conversion into a joint stock company is in line with our overall strategy, the characteristics of which were defined with the completion of first merger in the Qatari banking sector in 2019. Today, as the fifth largest bank in Qatar with total assets in excess of QAR 100 billion, we wanted to share the returns of Dukhan Bank’s continued growth with a broader base of shareholders in Qatar and beyond. We consider the listing as a new step that will strengthen the bank’s position globally, with our commitment to environmental governance, social responsibility and corporate governance framework, which we are committed to in Dukhan Bank, and our adherence to our portfolio, which is enhanced with state-of-the-art digital banking services and products that cater to the ever-changing customer demands.”
In the same context, he added, “We believe that direct listing will offer attractive levels of trading liquidity and provide an opportunity for external investors and niche clients to join the ongoing growth journey of the Bank, as we aim to continue to increase their profits and investments. We have offered our shareholders one of the highest dividend rates in the market over the past few years, and now, we offer them the opportunity again to increase their profits and liquidity by offering part of their investments in the market”.
The Bank will now seek to complete the final legal and regulatory steps in relation to the listing, and will provide a further update in relation to timings in due course.
Dukhan Bank (the “Bank”) is the third largest and fastest growing Islamic bank in Qatar, licensed and regulated by the Qatar Central Bank, with assets in excess of QAR 100bn. The Bank provides an award winning and full range of Shari’ah compliant banking services including retail, corporate and commercial banking, business banking, private banking, real estate finance, structured finance, investments and asset management.