Doha, 5 October 2021:
Approval of Extraordinary General Meeting (EGM) agenda items, including approval of proposed Merger
Increasing shareholder awareness of merger benefits
Continuation of work toward successful merger with Al Khaliji to create one of the region's largest, leading Shari'ah compliant banks
Masraf al Rayan (Q.P.S.C.) successfully held its Extraordinary General Meeting ("EGM") virtually on Tuesday 5 October 2021. During the meeting, the shareholders considered and passed a number of resolutions pertaining to the bank's operations and the ongoing merger (the "Merger") with Al Khalij Commercial Bank (al khaliji) P.Q.S.C.
During the meeting , the shareholders approved the proposed merger of al khaliji and Al Rayan, which is to be effected by way of a merger pursuant to Article 278 of Qatar Law Number 11 of 2015 and its subsequent amendments and the provisions of the Qatar Central Bank Law Number 13 of 2012, through the issuance of new shares in Al Rayan on the basis of the shareholders of al khaliji receiving 0.5 Al Rayan shares for every 1 share in al khaliji ("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 al khaliji and Al Rayan (the "Merger Agreement").
The shareholders also 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 al khaliji of 1,800,000,000 news shares in Al Rayan's share capital is fair, from a financial point of view, to the holders of al khaliji shares. It was reaffirmed during the meeting that the Merger is subject to regulatory approvals and that both entities will continue to operate independently until the effective date of the Merger.
H.E. Ali Bin Ahmad al Kuwari, Chairman and Managing Director of Al Rayan, said: "I am very pleased with the success of this landmark EGM that propels us forward to continue toward a successful merger with Al Khaliji. We look forward to combining the key strengths of our two banks, so that we are ideally positioned to meet the needs of a wider range of clients and increasing our market share, product innovation and customer satisfaction."
Mr. Turki Mohammed Al Khater, Vice Chairman of Al Rayan, said: "Securing the approval of our shareholders is a major step toward the success of this historic merger with Al Khaliji. With our shareholders' support, we are moving closer towards creating a strong unified entity which will have an enhanced presence in the State of Qatar and international markets, as well as bring great benefits to our country and economy toward the achievement of Qatar National Vision 2030."
Mr. Al Khater added: "Our efforts remain focused on combining the strengths of both banks and maximizing our synergy toward transition and integration into the new, stronger Shair'ah compliant bank. We are confident that the merger is a pivotal step to further showcase the State of Qatar's economic growth, vision and ambitions and is testament to our commitment to creating a more robust Qatari banking system."
The successful holding of Al Rayan's EGM constitutes an important step toward the achievement of this landmark merger, paving the way for the expediting of efforts toward increased coordination with Al Khaliji to create a leading Shari'ah compliant bank with combined assets amounting to approximately QAR 177 billion.