QIIB: Invitation to attend the Annual General Assembly and Extraordinary General assembly on 14/03/2023 for the financial year 2022

The Board of Directors of Qatar International Islamic Bank is pleased to invite all shareholders to attend QIIB Annual General Assembly (AGM) and Extraordinary General assembly (EGM). Kindly note that the (AGM) and (EGM) for Qatar International Islamic Bank (QIIB) will be held on Tuesday 14/03/2023 at 5:30 pm through virtual communication using Zoom online application. In case of not completing the quorum, the second meeting will be held on 20/03/2023 at the same time.

Agenda for Annual Ordinary General Assembly:

1) The Board of Directors will present to the bank shareholders its report over the bank's activities and the financial position for the year ended 31/12/2022 and will discuss the bank's future strategies.

2) Present Sharia Supervisory Board report for the year 2022.

3) Present External auditor's report for the financial year 2022 and approve it.

4) Discussion and approval of corporate governance report for the year 2022.

5) Discussion and approval of the bank financial statements for the year ended 31/12/2022.

6) The General Assembly will discuss the Board of Director's recommendations to distribute 40% of the bank capital as cash dividends, equivalent to QR 0.40 per share and approve it.

7) Absolve the Board members from the liabilities for the year ended 31/12/2022,

8) The General assembly will discuss to approve the remuneration prescribed to the board of directors for the year 2022 and present remuneration policy, bonuses, allowances and incentives for the board of directors.

9) Review board of directors' recommendation to issue Sukuk qualified as Tier 2 capital up to US$ 500 million; after obtaining the necessary approvals from the supervisory authorities providing that, the conditions and size of the issuance will be subject to a study of the bank's needs and market conditions.

10) Review board of directors' recommendation to extend last year General Assembly approval of the US$ 1.0 billion based on a study for each issuance and different scales of bank needs after getting all necessary approvals from supervisory authorities. The Sukuk should not exceed the bank's capital and reserves.

11) Review board of directors' recommendation to extend last year General Assembly approval to issue Additional Tier1 Sukuk nonconvertible with the same rules and regulations. Issued Sukuk should not exceed 50% of the bank's capital based on rules set by regulatory authorities in this regard.

12) Review board of directors' recommendation for the appointment of Shariaa supervisory committee for the next three years.

13) Appointment of the board of directors for the upcoming three years and present the policy of board of directors' selection standards.

14) Nomination of the external auditors for the year 2023 and their fees.

Agenda for Extraordinary General Assembly:

• Review the board of directors recommendation to amend the preamble and articles 22, 23, 24, 29 and 31 from the article of association of the bank that contradicts with the regulations of corporate governance of banks issued by Qatar Central Bank or to add them in the article of association based on the following:
• Amend the preamble in the article of association to be as the following: In accordance with the provisions of commercial companies law No. (11) of 2015 and it's amendments No.8 of 2021, Qatar Central Bank law and regulations of financial institutions No.13 of 2012 and banks governance instructions No. 25/2022 issued by Qatar Central Bank and the provisions of this article of association etc.…
• Amend Article 22 - Amend board of directors' members to have 11 members instead of 9 members and article 22 to be as follows:

((The bank is managed by the board of directors which consists of 11 members appointed by the ordinary general assembly by secret voting.

• Amend the third paragraph in Article 23 - In regards to appointing one third of the independent members of the Board of Directors to become one third of the members of the Board of Directors with a minimum of three members (to amend the number of members of the Board) and adding a condition to the conditions for the independent member to hold a university degree and to have financial or banking experience and amend the text of this paragraph of Article 23 with and add a new condition for the membership conditions of the Board of Directors in Clause 4, according to the following:

---- One-third of the members of the Board of Directors must be appointed from among the independent non-shareholders (with a minimum of three members), and they must have at least university degrees and have financial or banking experience. It must be the majority of its members etc.…

The member should have adequate financial solvency to carry out his duties honestly and objectively, and he should not have been declared bankrupt, failed to pay his debts, caused losses to financial institutions, or previously been dismissed by Qatar Central Bank or any other supervisory authority, and that all membership conditions specified in the instructions apply to him. Governance of banks issued by the Qatar Central Bank.

• Amend the second paragraph in Article 24 - To determine the maximum limit for the independent member in the membership of the Bank's Board of Directors, with a maximum of two membership terms, so that the second paragraph of Article 24 becomes as follows:

((With the exception of the independent member and for a maximum of two electoral terms, the member may be re-elected more than once, provided that the member does not lose the membership conditions in the Articles of Association and its internal regulations or the Commercial Companies Law and the member may withdraw from the board, provided that this is at an appropriate time, otherwise he will be responsible before the company)).

• Amend Article 29 - In regards to the minimum number of members present for a quorum for a council meeting, to be six members instead of five members, and to amend the maximum period between the meeting and the meeting that follows it in two months and article 29 to be as follow:

((The Board of Directors meets by an invitation from the Chairman, and the Chairman shall invite the Board to a meeting if requested by at least two of its members. The meeting of the Board shall not be valid unless attended by at least half of the members, provided that the number of attendees must not be less than six members, including the Chairman or his deputy. There shall be six meeting to hold in one financial year. It is permissible to participate in the meeting of the Board of Directors by any secure means of recognized modern technology that enables the participant to listen and actively participate in the work of the Board. It is not permissible not to hold board of directors meeting every two months etc.…))

Amend Article 31 - The minutes of meeting of the board is signed by the Chairman, board members and the board secretary instead of the previous in which it was signed by the Chairman and managing director, if any and article 31 to be as follow:

The minutes of the meetings of the Board of Directors shall be recorded in a special register, and these minutes shall be signed by the Chairman and members of the Board and the Secretary of the Board of Directors.

2) Delegation of the Board of directors' chairman for any modification in the article of association in accordance with extraordinary general assembly decisions or the instructions of Qatar Central Bank regulation number 25/2022, and to authorize the chairman to sign the amended articles of association for the official authorities.