Decree No. 51 of 1979 for the Establishment of a Qatari joint stock company in the name of ‘Doha Bank Limited’

Article Of Association

Doha Bank Limited Joint Stock Company

Articles of Association

Part 1:

Establishment of The Company

Article 1

In accordance with the provisions of applicable law and current regulations a Qatari joint stock company, with the nationality of the State of Qatar, is established among owners of shares the provisions of which are set forth later.

 

Article 2

The company name is "Doha Bank Limited", a Qatari joint stock company.

Article 3

The purpose of the company shall be to carry out for its account or for the account of others all business and banking services with the exception of trade in real estate, precious metals, jewelry and cargo insurance, in accordance with the established law and regulations established in accordance with the instructions issued by the Qatari Monetary Authority.

 

In order to achieve this purpose, taking into account the provisions of Law 7 of 1973 on the establishment of the Qatari Monetary Authority, the company shall do the following:

 

(a) Accept deposits and open current and term accounts, and provide discounting and credit services.

(b) Deal in stocks, bonds, notes, bills of exchange, money orders, bills of lading and other negotiable instruments or other commercial paper.

(c)  Subscribe to shares in companies.

(d) Foreign exchange and brokerage services.

(e) Facilitate import and export operations by opening letters of credit and settlement thereof.

(f) Acquire moveable items and dispose thereof.

(g) Guarantees, mortgages and pledges.

The company may have an interest in banking and financial institutions which may assist it to achieve its purpose whether in Qatar or abroad.

 

Article 4

 

The base of the company and its legal domicile shall be in the city of Doha.  The Board of Directors may establish branches, offices or agencies in Qatar or abroad.

 

Article 5

 

The specified term for this company is (25) years from the date of issuance of the decree licensing its establishment. Any extension of the term of the company shall be in terms of a resolution adopted by the Extraordinary General Assembly.

 

Part 2: Capital of the Company

 

The capital of the company has been fixed at 15,000,000 Riyals (fifteen million Qatari riyals) divided into 150,000 shares. The value of each share shall be 100 Qatari riyals. The founding members have subscribed to 30 000 shares.

The remainder of the shares shall be offered for subscription to the public. Should the subscription exceed the number of shares offered the shares will be distributed among the subscribers in proportion to their subscription - with the condition that no subscriber shall receive less than ten shares, unless he had subscribed for a lesser number which he then shall receive.

 

Article 7

All the company's shares shall be nominal and paid in cash or in one installment.

 

Article 8

No natural or legal person may subscribe to more than (3000) three thousand shares nor acquire at any time more than (3000) three thousand shares other than through inheritance or testament.

 

Article 9

Subject to the provisions of Article 41 of Law No. 3 of 1961, regarding the regulation of joint stock companies, the founding members may not transact in their shares throughout the period of their membership of the board of directors. In all cases, they may not transact except after the passing of two years after the finalization of the incorporation of the company.

Article 10

Shares and certificates representing shares shall be extracted from of a counter-foiled book, given serial numbers, signed by two members of the Board of Directors - one managing director, and stamped with the seal of the company.

A share must in particular bear the date of the decree issuing the license for the founding of the company, the date of its publication in the Official Gazette, the value of the capital, the number and types of shares representing it, the purpose of the company, its offices, its duration and the date fixed for the Annual General Meeting. The shares shall have coupons with serial numbers bearing the share number.

 

Article 11

 

Shareholders shall only be liable for the value of each share and such liability may not be increased.

 

Article 12

Share titles may be transferred after recording this assignment in writing in a register maintained for that purpose called “Share Title Transfer Register.” This must occur after an acknowledgment signed by the assignee.

The Company may however request the parties to cause their signatures to be authenticated and prove their capacity through the legal process, together with preserving the right of the company to purchase or assign shares, if the company so desires, in the case of a sudden decline of share prices to lower than their face value.  The company shall have the right to offer the shares in the market thereafter or re-distribute them to the shareholders in proportion to their participation in the capital of the company, taking into account the provisions of Article 8 and Article 11 of this Articles of Association.

 

Article 13

 

Ownership of a share shall categorically entail acceptance of both the Company’s Articles of Association and the resolutions of its General Assembly.

 

Article 14

Each share is indivisible.

 

Article 15

The company’s assets may not be reserved in fulfillment of the debt owed by one of the shareholders. Only the shares of the debtor and the profits attributable thereto may be reserved. Such reserve shall be indicated in the Share register, based on the notice issued by a competent authority. The indication shall not be removed until notice is received from this authority. 

 

All decisions taken by the General Assembly shall apply to the party placing the reserve and the pledgee as it applies to the shareholder whose shares are reserved or the pledgor. This applies without his having membership rights in the company.

 

Article 16

The successors of the shareholder nor any of his creditors, notwithstanding the reason, may not place a seal on the books of the company, its documents or its assets; request that the company be distributed or sold as a whole due to the impossibility of distribution interfere in any way in the management of the company.
 
They must use their rights to make amendments to the company's inventories, final accounts and the decisions of the General Assembly.

 

Article 17

Each shareholder is entitled to the right of a share equivalent to the share of another, without discrimination, in the ownership of the assets of the company and in the profits shared in the manner specified later.

 

Article 18

Dividends due and amounts due in the event of distribution of the assets of the company shall be paid to  the last holder of the shares whose name is recorded in the register of the company and such person shall have the right to receive all benefits.

 

Article 19

 

In keeping to what is stated in the provisions of articles 42, 43, 45 of Law No. 3 of 1961 on the regulation of joint stock companies, the company's capital may be increased by issuing new shares in the same nominal value of the original shares. The capital may also be reduced. New shares may not be issued for less than their nominal value. If issued for more the difference shall be added to the statutory reserve or for the depreciation of shares. The nominal value of the new shares must be equivalent to the nominal value of the old shares. The provisions related to the original subscription shall apply to the new shares preserving the right of priority for every Muslim to subscribe for a portion of the new shares appropriate to the number of shares he holds. A period to exercise of the right of priority, not less than fifteen days from the date of publication of the invitation to the shareholders, shall be granted.

The company may reduce its capital if it is deemed to be higher than its requirement, or if loss occurs and the company decides to reduce the capital to the actual existing value with the provision that such reduction is based on a resolution issued by the Extraordinary General Assembly. The reduction may be made in the manner prescribed in Article 45 of the aforesaid law regulating joint stock companies.

 

Part 3: Management of the Company

 

Article 20

The company shall be managed by a board of directors consisting of seven members elected by the General Assembly by secret ballot.

 

As an exception to the aforementioned method of appointment, the founding members have formed the first Board of Directors consisting of:

 

.

Chairman

1 - Jabr bin Mohammed bin Jabr Al Thani

Deputy Chairman

2 - Abdul Rahman Al Mana`i

Managing

Director

3 - Ali bin Saud bin Abdul Aziz Al-Thani

Member

4 - Nasser bin Abdullah Al-Ahmad Al-Thani

 

Member

5 - Abdul Rahman bin Mohammed bin Jabr Al Thani

Member

6 - Ali bin Naser Al-Atiyyah

Member

7 - Abdullah Isa Al-Mirrikhi

 

 

Article 21

A member of the Board of Directors must be the owner of a number of shares of the company not less than one thousand shares. This number of shares shall be allocated to ensure the management of the member and must be deposited within one month from the date of appointment in one of the approved banks and endorsed. The shares must remain deposited and may not be exchanged or traded until completion of the membership term and the endorsement of the Balance Sheet for the last year during which such a member was in office.

Article 22

Members of the Board of Directors shall be appointed for a term of three years. At the end of this period the term of office shall be renewed for two-thirds of the members of the Board by seniority. The remaining one-third of the members shall be elected by a ballot. This applies in the first year after the end of the first term of the Board.

In the following years the term of office shall be renewed for one-third of the members of the Board by seniority and the remaining two-third of the members shall be elected by a ballot. If the number of board members is not divisible by three the remaining number shall be merged with those included by the last renewal.

Members whose term of office expires may always be re-elected.

 

Article 23

The Board of Directors has the right to include new members whenever it deems appropriate, provided that

-       the number of members included does not exceed half the number of those who are in office at the time of the last general assembly and

-       the members of the Board of Directors do not exceed seven members at any time.

The Board may also appoint members to fill positions that become vacant during the course of the year. Such appointment shall become binding if the decrease in the number of members is more than a quarter of the original posts. Members appointed in the manner prescribed in the preceding two paragraphs shall assume office immediately with the provision that the appointment is ratified by the General Assembly appointed at the first meeting thereafter.

 

Article 24

If a position for member of the Board of Directors becomes vacant he shall be replaced by the shareholder who has the highest number of votes from amongst those that are not members of the board.  Where it is not possible, he will be replaced by the next shareholder. The new member shall merely complete the term of his predecessor.

Where vacant positions amount to a quarter of the original positions it shall be incumbent upon the Board of Directors to call for a meeting of the General Assembly within two months of the last position becoming vacant in order to elect substitute members. 

 

Article 25

The General Assembly may dismiss the Chairman or a member of the Board based on a recommendation issued by the Board by an absolute majority, or based on a signed request from a number of shareholders holding not less than a quarter of the subscribed capital .

 

Article 26

The Board shall appoint from among its members a Chairman and Vice-Chairman. In the absence of the Chairman and Vice-Chairman the Board shall appoint the Board member who shall serve as Chairman temporarily. 

The founding members have unanimously agreed that Sheikh Jabr bin Mohammed Al Thani shall be the Chairman and Mr. Abdul Rahman Al Mana’i shall be the Vice-Chairman of the first board of directors.

 

Article 27

The founding members have agreed to appoint Sheikh Ali bin Saud bin Abdul Aziz Al Thani as a managing director.  The Board shall determine his terms of reference and remuneration.

 

Article 28

The Board of Directors shall convene whenever so required at the offices at the invitation of the Chairman or Vice-Chairman, or at the request of another member of the Board of Directors.

The Board of Directors must meet at least four times during the financial year. A period of four months must not pass without a meeting of the Board being held. The meeting of the Board may also take place outside the offices of the company, provided that all the members are present or represented at the meeting, and that the meeting is held in Qatar.

 

Article 29

The meeting of the Board shall be valid only if attended by half the number of members with the provision that the number of attendees be not less than four.

Article 30

A member of the Board of Directors may be represented by one of other members of the Board when necessary. In such instance this member shall have two votes. A member of the Board of Directors may not represent more than one other member. The number of absentee votes shall not exceed one-third of the total votes of the members. 

 

Article 31

Resolutions of the Board of Directors shall be issued by a majority vote of those present and representatives. If a tie occurs the vote of the Chairman or his representative shall be given preference.

 

Article 32

The Board of Directors shall have the widest powers to manage the company, except as expressly reserved for the General Assembly by the Articles of Association.  Without limitation of this power it may carry out all functions.

 

Article 33

The Chairman of the Board shall represent the company in court as plaintiff or defendant.

 

Article 34

The Chairman, Managing Director or any other member of the Board mandated for this purpose shall have the right to individually sign on behalf of the company. The Board of Directors shall have the right to appoint several managers or authorized agents and grant them the right to individually or collectively sign on behalf of the company.

 

Article 35

Directors' remuneration shall consist of the percentage provided for in Article 49 of Articles of Association and the attendance allowance the value of which shall be determined by the General Assembly each year, provided that the remuneration of a member of the Board of Directors, in the case of failure to attend meetings of the Board, shall be proportionately reduced according to the ratio of non-attendance to the total number of meetings held during the year, and that his absence was not due to compelling reasons.

With the exception of the Managing Director, the total amounts received by a member of the Board of Directors, in such capacity, as a fixed salary discharged without consideration of the company's profits or losses or attendance allowance for meetings, shall not exceed thirty thousand riyals per annum.

Part 4: The General Assembly

 

Article 36

The properly constituted General Assembly shall represent all shareholders and may only be held in Doha.

 

Article 37

A shareholder that holds fifty shares has the right to attend the General Assembly of Shareholders by himself or through a proxy. It is a requirement for the validity of the proxy that it be established by a special written power of attorney, and that the power of attorney be official or signatures therein be certified if the proxy is not a shareholder. Save for juristic persons no shareholder in his personal capacity or as a proxy shall have votes that exceed 10% of the prescribed number of votes for the shares of those present.

 

Article 38

No transfer of ownership of shares may be recorded in the register of the company from the date of publication of the invitation until the adjournment of the General Assembly.

 

Article 39

The General Assembly shall be chaired by the Chairman of the Board and in his absence by the vice-chairman who shall represent him temporarily. The chairman shall appoint a secretary and two reviewers for the counting of votes with the provision that the General Assembly endorses such appointment.

 

Article 40

The Ordinary General Assembly shall convene annually, during the three months following the end of the financial year of the company at the place, time and day specified in the invitation notice for the meeting. The purpose of the meeting shall be, in particular, to hear the Board's report on the activities of the company and its financial position and the auditors' report; to ratify the budget for the financial year and the profit and loss account; to determine the dividends for distribution to shareholders; to elect the auditors and determine their remuneration; to elect members of the Board of Directors if the need arises; and to discuss proposals for an increase of capital and borrowing or any other proposals included by the Board of Directors on the agenda for a resolution.

 

Article 41

The Board of Directors may call the General Assembly whenever it deems it necessary. The Board shall be obliged to call the Cooperative Assembly whenever requested to do so for a particular purpose by the auditor or shareholders holding at least one tenth of the capital.  In the latter case these shareholders shall be required to prove, before sending any invitation, that they have deposited their shares at the company’s offices or any authorized bank in Qatar, in such a manner that these shares cannot be withdrawn until after the adjournment of the General Assembly. A copy of these papers shall be sent to the Ministry of Economy and Trade, at the same time that it is sent to shareholders.

 

Article 42

The auditor, when absolutely necessary, may call the General Assembly into session. In such a case it shall be the auditor’s responsibility to set the agenda himself. A copy of the agenda shall be sent to the Ministry of Economy and Trade at the same time that it is sent to shareholders.

 

Article 43

The session of the General Assembly shall be valid if half the capital of the company at least is represented in the meeting. If such a quorum is not satisfied in the first meeting the General Assembly shall be convened based on a second invitation within the next thirty days. The second meeting shall be valid regardless of the number of shares represented therein.

Resolutions shall be passed by a majority of votes. In the event of a tie preference shall be given to the vote of the Chairman of the Assembly.

 

Article 44

The General Assembly may not deliberate on matters not listed on the agenda that was set out in the invitation.

 

Article 45

Resolutions of the General Assembly issued in accordance with the company's Articles shall be binding on all shareholders including those absent, in disagreement, and those lacking legal capacity wholly or partially.

 

Part 5: The Auditor

 

Article 46

The company shall have one or more auditors who shall be natural persons appointed by the General Assembly which shall also determine his fees. As an exception to the foregoing, the founding members have appointed the office of ............................. as the first auditor for the company.

The auditor shall be answerable for the correctness of the information contained in his report in his capacity as agent of shareholders. Each shareholder during the general assembly may discuss the report of the auditor and obtain clarity from him regarding what is stated therein.

 

Part 6: Inventory - Final Account - Reserve – Profit Distribution

 

Article 47

The company's financial year shall begin from the 1st January and end on 31st December of each year. However, the first year shall include the time that elapsed from the final date of incorporation of the company until 31st December of the following year.

 

Article 48

The Board of Directors shall prepare for each financial year, in time to hold the general assembly of shareholders within three months from the date of the end of the year, the company's balance sheet and profit and loss account which shall contain all the information specified in the resolution issued by the Minister of Finance. The Board shall also prepare a report on the activities of the company during the financial year and the financial position at the end of the same year.

Article 49

The net annual profits of the company after deducting general expenses and other costs shall be distributed as follows:

1 - An amount equal to 20 % of the profits shall be deducted to form the statutory reserve. This deduction shall be suspended when the total reserve amount equals 100% of the paid-up capital and shall be resumed whenever such reserve suffers any shortfall.

2 - The amount needed for the distribution of the first dividend of profits amounting to 5% to shareholders for the paid up value of their shares shall be deducted.  However if profits in any year do not permit for such distribution, this may not be claimed from the profits of subsequent years.

3 – Pursuant to the above 5% of the remainder shall be allocated for remuneration of the Board of Directors provided this does not exceed 30,000 (thirty thousand ) Qatari Riyals per year.

 

The remainder of the profits shall thereafter be distributed to shareholders as an additional dividend in the profits or carried forward to the next year on the basis of a proposal of the Board of Directors.

 

Article 50

The Reserve shall be utilized based on the Board's resolution in the best interests of the company.

 

Article 51

Dividends shall be paid to shareholders at the place and times specified by the Board of Directors.

Part 7: Disputes

 

Article 52

Without prejudice to the rights of shareholders prescribed by disputes affecting the common public interests law may not be raised against the board of directors or against one or more of its members, except on behalf of shareholders as a whole pursuant to a resolution of the General Assembly.

Any shareholder who wants to raise such dispute must notify the Board of Directors at least one month before the following session of General Assembly. The Board must include this proposal in the Assembly's agenda.

If the General Assembly rejects this proposal, it shall not be permissible for any shareholder to propose the same again in his own capacity. If the proposal is accepted the General Assembly shall appoint one or more representatives to handle the claim.

 

Part 8: Dissolution and Liquidation of the Company

 

Article 53

In the event of loss of half of the capital the company shall be dissolved before the expiry of its term, except if the Extraordinary General Assembly resolves otherwise.

 

Article 54

Upon expiry of the duration of the company or in the case of its being dissolved prior to the specified term, the General Assembly, at the request of the Board of Directors, shall specify the method of liquidation and shall appoint a liquidator or a number of liquidators and determine their authority.  The agency of the Board of Directors shall terminate once the liquidators are appointed. The authority of the General Assembly shall remain in effect for the duration of the liquidation until the liquidators are discharged.

 

Part 9: Final Provisions

 

Article 55

These Articles shall be published in the Official Gazette

Expenses and fees paid for the establishment of the company shall be deducted from the general expenses account

 

Signature

Name

 

1 - Khalifa bin Abdullah Al-Ahmad Al-Thani

 

2 - Nasser bin Abdullah Al-Ahmad Al-Thani

 

3 - Ali bin Saud bin Abdul Aziz Al-Thani

 

4 - Jabr bin Mohammed bin Jabr Al Thani

 

5 - Abdul Rahman bin Mohammed bin Jabr Al Thani

 

6 - Abdul Rahman Al Mana`i

 

7 - Ali bin Naser Al-Atiyyah

 

8 - Jabr bin Sultan Atwar

 

9 - Abdullah Isa Al-Mirrikhi

 

10 - Ahmed Abdal-Rahman Obaidan