مرسوم رقم (11) لسنة 1986 بتأسيس شركة مساهمة قطرية باسم الشركة العربية القطرية الانتاج الألبان

The Amended Articles of Association of the Arab Qatari Company for Dairy Production (Ghadeer) (QSC) ‎‎‎‎

 

‎‎‎Approval is granted to amend the Articles of Association of the Arab Qatari Company for Dairy Production that have been adopted by the Constituent Assembly in its meeting held on November 3, 1985 pursuant to the resolution of the Extraordinary General Assembly held on 14.03.2013.

 

Chapter 1

Company Incorporation

 

Article 1

The Arab Qatari Company for Dairy Production (Ghadeer) (Private QSC) is hereby incorporated in accordance with the provisions of the Law of Commercial Companies promulgated by Law No. 11 of 1981, as amended. The Company has also been repositioned and its statutes amended in accordance with the provisions of the Law of Commercial Companies promulgated by Law No. 5 of 2002, as amended.

 

Article 2

The name of the company shall be‎ ‎the ‎Arab Qatari Company for Dairy Production (Ghadeer) ‎(QSC private) (hereinafter “the Company”).

 

Article 3

The purpose of the Company shall be‎ the cultivation of fodder; breeding dairy-producing livestock; engaging in the ice-cream industry, natural fruit juice industry and fresh dairy industry; producing and packaging mineral water; and importing materials, tools, machinery and equipment for the manufacture of dairy, juices, ice cream and mineral water.

 

Article 4

The Company's headquarters and place of domicile shall be in the city of Doha, Qatar, and the Board of Directors may establish branches or offices or agencies at home or abroad.

 

Article 5

Before amendment

The term of the Company shall be twenty-five (25) calendar years commencing from the date of incorporation thereof, and may be extended by a resolution of the Extraordinary General Assembly.

 

Article 5

After amendment

1.         The term of the Company shall be twenty-five (25) calendar years commencing from the date of incorporation thereof and may be extended by a resolution of the Extraordinary General Assembly.

2.         An extension of the term of the Company by an additional twenty-five (25) years has been approved under a resolution of the Extraordinary General Assembly dated 6/10/2010, which was been confirmed in the minutes of the meeting of the Extraordinary General Assembly dated 03.14.2013.

 

Chapter Two

Company Capital

 

Article 6

The Company's capital shall be fifty-eight million four hundred thousand (58,400,000) Qatari Riyals distributed over five million eight hundred and forty thousand (5,840 000) shares, each with a nominal value of ten (10) Qatari Riyals.

 

Article 7

Signatories to these Articles of Association have subscribed in the Company's capital according to the following distribution:

 

Number           ‎Name   Nationality       Number of Shares        Nominal Value in Qatari Riyals           Percentage

1          Arab Company for Livestock Development    Saudi ‎Arabia    2973948          10        ‎50.92

2          Mohammed Hamad Al Mana ‎Group of Companies LLC         Qatar    934400            10        16

3          ‎Simply Organic Company LLC            Qatar    629719            10        10.78

4          Mohammed Hamad Abdullah Almana Qatar    934400            10        16

5          Abdul Aziz ‎‎‎‎‎‎Mohammed Hamad Abdullah Almana     Qatar    367533            10        6.3

 

‎The full nominal value of the share capital has been paid, estimated at fifty-eight million four hundred thousand (58,400 000) QR, each share with a nominal value of ten (10) QR.

 

Article 8

Shares shall be nominal and their value shall be paid at once.

 

Article 9

1.         The Company shall maintain a special register called the register of shareholders in which shall be recorded the names of shareholders, their nationalities, residence, the shares they own and the amount paid therefor. The Ministry of Business and Trade shall have access to this data to obtain a copy thereof.‎

2.         ‎‎The Company may deposit a copy of this register with any other party in order to follow up the affairs of the shareholders, and may delegate such party to save and organise this register where necessary.‎‎ Each shareholder may request the amendment of data contained in this register, especially where a shareholder’s name is unfairly registered or deleted.

3.         ‎‎A copy of the data recorded in such register, and each amendment thereto, shall be sent to the Companies Control Department at the Ministry of Business and Trade at least two weeks before the date specified for the distribution of dividends.

 

Article 10

1.         Ownership of shares shall be transferred by registration in the shareholders' register and the share shall be indicated therein. Remonstration with the Company or third parties about a disposition of shares may not be invoked except from the date of registration in the register.‎‎

2.         ‎‎However, the Company may be prohibited from registering the disposition of shares in the following cases: ‎‎

 

a.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Where the disposition is contrary to the provisions of  the Law of Commercial Companies or these Articles of Association.

b.         Where the shares were mortgaged or sequestered by court order or deposited as collateral for membership of the Board of Directors.‎‎

c.         ‎‎Where shares went missing and were not replaced.

 

Article 11

Shareholders shall only be bound by the value of each share, and their commitments may not be increased.

 

Article 12

Ownership of shares shall inevitably require acceptance of the Company's Memorandum of Association and the resolutions of its General Assembly.

 

Article 13

1.         A share shall be indivisible but two or more persons may share a single share or several shares, provided that they are represented vis-à-vis the Company by one person.‎‎

2.         ‎‎‎‎‎Partners in shares shall be jointly liable for the obligations arising from such ownership within the value of the share.

 

Article 14

1.         Shares may be sold, and such sale shall only be binding on the Company if registered in the shareholders register referred to in Article 9 herein.‎‎‎‎‎

2.         ‎‎‎‎‎The sale shall be conducted in a council attended by the contracting parties or their representatives and the Company’s representative.‎‎‎‎‎

3.         ‎Shares may be pledged, donated and disposed of in any other manner.

 

Article 15

1.         The pledge of shares shall be by delivery to the creditor mortgagee, and such mortgagee may receive profits and use the rights related to the shares, unless the mortgage contract provides otherwise.‎

2.         ‎‎The creditor mortgagee's ranking shall be determined from the date of the registration of the mortgage in the register prepared for that purpose.

 

Article 16

‎‎‎The Company’s funds may not be sequestered to meet a debt owed by one of the shareholders, but the debtor's shares may be sequestered along with the profits thereof.‎‎‎‎‎ The sequestration shall be indicated in the share registration data in the shareholders' register referred to in Article 9 herein. 

 

Article 17

1.         All resolutions taken by the General Assembly shall apply to the distrained or creditor mortgagee to the same extent as they apply to the shareholder or mortgagor whose shares are sequestered.‎‎

2.         ‎‎However, the distrained or creditor mortgagee may not attend the General Assembly or participate in its deliberations or the ratification of its resolutions, and shall also not be entitled to any membership rights in the Company.

 

Article 18

1.         The heirs or the creditors of a shareholder may not request the placement of seals on the Company's books or records or property, or request the division or sale of shares where such division is impossible, or interfere in any way in the management of the Company. ‎‎

2.         They may, however, in exercising their rights examine the Company’s inventories, final accounts and the resolutions of the General Assembly.

 

Article 19

Each share shall entitle its owner the right to a share equal to the share of another shareholder without discrimination in ownership in the assets of the Company’s profits divided in the manner prescribed in herein.

 

Article 20

The last owner of the share registered in his name in the records of the Company shall receive the amounts due for such share, whether they were shares in the profits or in the assets.

 

Article 21

1.         Subject to the provisions of Articles 188 and 190 of the Law of Commercial Companies, the Company's capital may be increased by issuing new shares at the same face value of the original shares.‎‎

2.         The increase shall be based on a resolution of the Extraordinary General Assembly, after the approval of the Ministry of Business and Trade. Such resolution shall indicate the amount of the increase, the issue price of the new shares and the right of old shareholders to priority of subscription thereto, provided that such subscription shall occur not later than fifteen (15) days from the date of opening the IPO.‎ ‎A shareholder may not waive the right of priority for certain people.

 

Article 22

New shares shall be issued in a value equivalent to the nominal value of the original shares. However, the Extraordinary General Assembly may decide to add a premium to the nominal value of the share and determine the amount subject to the approval of the Companies Control Department of the Ministry of Business and Trade.‎ ‎The value of this premium shall be added to the statutory reserve.

 

Article 23

1.         Without prejudice to the provisions of Articles 201 and 202 of the Law of Commercial Companies, the Extraordinary General Assembly may decide to reduce the Company's capital after hearing the report of the auditor and obtaining the approval of the Companies Control Department , in one of the following two situations:‎

 

a.         An increase in Company’s capital beyond its needs.‎

b.         Where the Company sustained a loss.

 

2.         Capital shall be reduced by one of the following means:‎

 

a.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Cancelling a number of shares equal to the amount of the reduction in capital.‎

b.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Reducing the number of shares equivalent to the loss sustained by the Company.‎

c.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Purchasing a number of shares equal to the number cancelled.

 

Chapter Three

Bonds

 

Article 24

Without prejudice to the provisions of Articles 168 to 176 of the Law of Commercial Companies, the General Assembly may, upon a proposal of the Board of Directors, decide to issue bonds of any kind, and the Assembly’s resolution shall explain the value of bonds issued and the terms of their issuance and the extent of their conversion to shares.

 

Article 25

The provisions of Articles 177, 178 and 179 of the Law of Commercial Companies shall apply in the case of loss or destruction of shares or bond certificates.

 

Chapter 4

Company Management

 

Article 26

1.         Without prejudice to the provisions of Article 27 herein, the management of the Company shall be undertaken by a Board of Directors consisting of five (5) members elected by the General Assembly by secret ballot, provided that the process of election is done by shareholders who own at least three hundred and fifty thousand (350,000) of the Company's shares.‎ ‎

2.         A juristic partner in the Company may nominate a natural person to represent it on the Board of Directors as long as the percentage of its contribution to the Company’s capital so permits.

 

Article 27

A member of the Board of Directors shall:‎

 

1.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Not be younger than twenty-one (21) years.‎

2.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Not have been convicted of a criminal offence or an offence involving moral turpitude or dishonesty, or of any of the offences referred to in Articles 324  and 325 of the Law of Commercial Companies, unless he has been rehabilitated.‎

3.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Own at least three hundred and fifty thousand (350,000) of the Company’s shares. Such shares shall be deposited as a security within sixty (60) days from the date of the start of his membership into one of the approved banks, and such deposit may not be used or traded or mortgaged or sequestered until the member’s term expires and the budget for the last fiscal year is approved.‎ Where the member fails to provide such security, his membership shall be terminated.

 

Article 29

1.         Members of the Board of Directors shall be elected by secret ballot for a period of three (3) years, subject to renewal.

2.         ‎The Board of Directors may elect by secret ballot one or more managing directors to manage the Company, with signatory power on behalf of the Company collectively or individually according to a Board resolution.

 

Article 30

1.         The chairperson of the Board shall represent the Company in its dealings with third parties and before courts of justice. He shall carry out the resolutions of the Board and abide by its recommendations.‎

2.         ‎The chairperson may delegate some of his powers to any of the members of the Board, and the deputy-chairperson shall replace the chairperson in his absence.

 

Article 31

1.         Where a vacancy occurs on the Board of Directors, such vacancy shall be occupied by a shareholder who won the most votes among those who were unable to win membership on the Board of Directors. Where such shareholder is unable to fill the position, it shall be filled by the next shareholder. The new member shall only complete the term of his predecessor.‎

2.         ‎Where the vacancies amount to twenty-five (25) per cent of the original number of seats, the Board of Directors shall convene the General Assembly within two months from the date of the last vacancy in order to elect occupants of such vacancies.

 

Article 32

1.         The Board of Directors shall have broad powers to manage the Company and shall be entitled to exercise such powers in furtherance of the Company’s purpose. Such powers may only be limited by law or the Company or the resolutions of the General Assembly.‎

2.         ‎‎‎‎The Board may not sell or mortgage the Company's property, or sign contracts for loans without the permission of the General Assembly, if such acts were not part of the Company’s purpose.

 

Article 33

The Company's chairperson, his deputy and the executive director/directors, individually or collectively, shall have signatory power on behalf of the Company, according to a resolution of the Board of Directors.‎‎‎‎

‎‎‎‎

Article 34

1.         The Board shall meet upon the invitation of the chairperson, who shall call the Board for a meeting where requested by at least two of its members.‎‎‎‎ ‎The number of meetings shall not be fewer than six during a fiscal year.‎

2.         ‎‎‎‎Meetings shall not be valid unless attended by at least half of the members, provided that at least three are present.‎‎‎‎ ‎Two full months may not elapse without a meeting of the Board.‎

3.         ‎The Board shall meet at the head office of the Company and in the presence of all its members or their representatives. It may meet elsewhere within the State if the Board decides.‎

4.         ‎An absent Board member may delegate in writing another other member of the Board to represent him in the meeting and to vote. In this case, the member shall have two (2) votes but he may not represent more than one member.‎

5.         ‎The resolutions of the Board shall be passed by majority vote of the members and representatives present. Where there is a deadlock, the chairperson shall have a casting vote.‎ ‎A member who objects shall have his objection documented in the minutes.

 

Article 35

1.         The General Assembly may dismiss the chairperson or any member of the Board of Directors upon a recommendation of an absolute majority of its members, or upon a request signed by a number of shareholders who own no less than twenty-five (25) per cent of the subscribed capital.‎

2.         ‎In this case, the chairperson of the Board shall invite the General Assembly to convene within ten (10) days from the date of the request for dismissal, failing which the Companies Control Department shall invite the General Assembly to convene.

 

Article 36

Where a board member fails to attend three consecutive or five non-consecutive Board meetings without an excuse acceptable to the Board, such member shall be considered resigned.

 

Article 37

Each fiscal year the Board of Directors shall present to the auditor at least two months prior to the General Assembly the Company's budget, profit and loss account and a report on its activities during the fiscal year ended and on its financial position.‎ ‎All these documents shall be signed by the chairperson and one Board member.

 

Article 38

1.         The Board of Directors shall prepare for each fiscal year the Company's budget, profit and loss account and cash flow statement, all of which shall be certified by the auditors of the Company. The Board shall also submit a report on the Company's activities and its financial position during the last fiscal year and future plans for the coming year.‎

2.         ‎The Board shall prepare the said documents not later than three months from the end of the Company's fiscal year, to be presented to the General Assembly meeting of shareholders, which must be held within four months from the date of the end of the Company's financial year.

 

Article 39

Without prejudice to the provisions of Article 105 of the Law of Commercial Companies, the minutes of meetings of the Board of Directors shall be recorded in a special register signed by the chairperson, the managing director and a member or employee who acts as the secretary of the Board.

 

Article 40

1.         Detailed information of the following shall be presented by the Board of Directors annually to the shareholders at least three days prior to the General Assembly:‎

 

a.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎All monies received by the chairperson and every member of the Board during the Company’s fiscal year, such as wages, remuneration and salaries against attending Board meetings, as well as allowances for expenses and other monies received in their capacity as a professional or administrative staff member or in exchange for any technical, administrative or advisory work provided to the Company.‎

b.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Benefits in kind enjoyed by the chairperson and each member of the Board during the financial year.‎

c.         ‎Bonuses proposed by the Board to be distributed to its members.‎

d.         ‎‎Monies allocated for each current and former Board member as a pension or reserve or end-of-service gratuity.‎

e.         Activities in which a member of the Board or one of the managing directors have an interest that conflicts with the interest of the Company.‎

f.          Amounts actually spent on publicity.‎

g.         ‎Donations, indicating the donor and the reason for it.‎

 

2.         The Company may not provide a cash loan of any kind to any of the members of the Board or to guarantee any loan contract concluded by one of them with third parties.‎ Any act by a member in contravention of the provisions of this Article shall be considered null and void, without prejudice to the right of the Company to seek compensation from such member.

 

Article 41

The General Assembly shall determine the remuneration of directors, and such remuneration may take the form of a bonus of a certain percentage of the net profits but not exceeding ten (10) per cent thereof after deduction of reserves, statutory deductions, and distribution of profits to shareholders of not less than five (5) per cent of the paid-up capital of the Company.

 

Chapter 5:‎‎ ‎General Assembly

 

Article 42

The General Assembly, representing all shareholders, may only be held in Doha, Qatar.

 

Article 43

The Board of Directors shall prepare the agenda of the Extraordinary General Assembly.‎ ‎In all cases where the General Assembly is not held at the request of a number of shareholders or the auditor or the Companies Control Department of the Ministry of Business and Trade, whomever requests the General Assembly meeting shall set the agenda, in which case the agenda shall deal specifically with the subject of the request.‎ ‎Any matter not included in the agenda may not be discussed.

 

Article 44

1.         Each shareholder shall be entitled to attend the General Assembly in person or by representation.‎‎‎‎

2.         ‎A power of attorney may be permitted in the General Assembly, provided that the assignee is a shareholder and that the power of attorney shall be recorded and documented in writing. No shareholder may assign a Board member by proxy to attend the meeting of the General Assembly on his behalf.‎

3.         A shareholder shall have a number of votes equal to his shares. However, other than juristic persons, a shareholder, whether by himself or representing someone else, may not have a number of votes exceeding twenty-five (25) per cent of the prescribed number of votes of the shares represented at the meeting.‎‎‎‎

 

Article 45

1.         Voting in the General Assembly shall be by show of hands or any other method decided by the Assembly.

2.         Voting shall be by secret ballot where the resolution relates to the election of the members of the Board of Directors, dismissal of or filing a liability lawsuit against them, or where requested by the chairperson of the Board of Directors or by shareholders representing at least one-tenth of the votes present at the meeting. 

3.         Board members may not participate in the vote on the resolutions of the General Assembly that determine their salaries or bonuses or discharge them from responsibilities of management.

 

Article 46

Meetings of the General Assembly shall be chaired by the chairperson of the Board, his deputy or whoever is assigned by the Board. Where both are absent from a meeting, the Assembly shall select a chairperson from among the members of the Board or the shareholders, and the Assembly shall also select a rapporteur for the meeting. 

 

Article 47  

1.         The Board of Directors shall invite all shareholders to attend the annual General Assembly. The agenda shall be enclosed ‎with the invitation, along with the information referred to in Article 40 herein and the report of the auditors of the Company.‎ ‎Copies thereof shall be sent to the Companies Control Department concurrently with the invitation to shareholders.

2.         The invitation shall be sent to all shareholders by way of registered mail or delivered by hand against an acknowledgment of receipt. The invitation shall also be advertised in two local Arabic newspapers at least fifteen days in advance of the meeting of the General Assembly.

 

Article 48

The agenda of the annual General Assembly shall include the following matters:‎

 

1.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Tabling the report of the Board of Directors on the Company’s activities and financial position during the year as well as its Company's future plans.‎

2.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Discussing the auditor’s report on the Company's budget and approval thereof.‎

3.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Discussing the Company's balance sheet, profit and loss account and approval thereof.‎

4.         ‎Electing members of the Board of Directors, when necessary.‎

5.         Appointing auditors and determining their remuneration.‎

6.         Absolving the members of the Board of Directors of liability.‎

7.         Considering the proposals of the Board of Directors regarding the distribution of dividends and approval thereof.

 

Article 49

1.         The Extraordinary General Assembly shall be held at least once a year upon the invitation of the Board of Directors and at the time and place determined by it, and after the approval of the Companies Control Department of the Ministry of Business and Trade. Meetings shall be convened within four months after the end of the Company's financial year.‎ The Board of Directors may call the Assembly whenever the need arises.‎

2.         ‎Furthermore, the General Assembly may convene when requested by the auditor. Where the Board of Directors fails to send an invitation within fifteen (15) days from the date of the auditor’s request, the auditor may send the invitation immediately after the approval of the Ministry.‎

3.         ‎The Board shall also call for the convening of the General Assembly when so requested for serious reasons by a shareholder or shareholders holding not less than ten (10) per cent of the capital, and within fifteen (15) days from the date of the request. Otherwise, the Ministry shall, based on such request by the shareholders, send invitations at the expense of the Company.‎ ‎

4.         In both of the above two cases, the agenda shall be confined to the subject of the request.

 

Article 50

The meeting of General Assembly shall only be valid if attended by a number of shareholders representing at least half of the Company’s capital.‎ Where this quorum is not available at the meeting, the General Assembly shall be invited to a second meeting within fifteen (15) days following the first meeting, and an invitation must be sent at least three days before the date of the meeting. The second meeting shall be considered valid irrespective of the number of shares represented.‎ ‎The resolutions of the General Assembly shall be passed by an absolute majority of the shares represented at the meeting.

 

Article 51

1.         An Extraordinary General Assembly shall only be held at the invitation of the Board of Directors, but such meeting may be requested by a number of shareholders representing at least twenty-five (25) per cent  of the Company’s capital. In this case the Board of Directors shall call for an Extraordinary General Assembly within fifteen (15) days from the date of submission of the request.‎

2.         ‎Where the Board fails to send invitations within the prescribed period, those who requested the meeting may ask the Companies Control Department to send invitations at the expense of the Company.

 

Article 52

1.         The Extraordinary General Assembly shall only be valid if attended by shareholders representing at least seventy-five (75) per cent of the capital. ‎Where this quorum is not available, the Assembly shall be invited to hold a second meeting within thirty days following the first meeting.‎ ‎The second meeting shall be considered valid if attended by shareholders representing half of the Company's capital.‎

2.         ‎Where a quorum is not available in the second meeting, invitations shall be sent for a third meeting to be held after the expiry of thirty (30) days from the date of the second meeting. The third meeting shall be deemed valid regardless of the number of attendees. ‎

3.         ‎Where the meeting concerns the dissolution, conversion or amalgamation of the Company, the meeting shall be valid if attended by shareholders representing at least seventy-five (75) per cent of the Company’s capital. ‎

4.         ‎In all the preceding cases, resolutions shall be passed by a two-thirds majority of the shares represented at the meeting.‎ ‎The Board of Directors shall announce the resolutions of the Extraordinary General Assembly that involve amendment of the Articles of Association.

 

Article 53

1.         Resolutions on the following matters may only be taken by the Extraordinary General Assembly and approved by a number of shareholders representing at least seventy-five (75) per cent of the Company’s capital:‎

 

a.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Amendment of the Memorandum of Association or the Articles of Association.

b.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎An increase or reduction in the Company's capital.‎

c.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Extension of the term of the Company.‎

d.         Dissolution, liquidation, transformation or merger of the Company with another company.‎

e.         Sale of the entire project for which the Company was established and disposal thereof in any other way.‎

 

2.         The resolution approving any of these matters shall be recorded in the commercial register. ‎However, this Assembly may not amend the Company’s Articles of Association in a manner that would increase the burden on the shareholders or change the primary purpose for which the Company has been established, or change its nationality, or transfer the headquarters of the Company from the founding State to another State, and any provision requiring otherwise shall be considered null and void.

 

Article 54

The General Assembly may not debate issues not on the agenda. However, the Assembly may allow deliberation on serious matters that arise during the meeting, or if inclusion of a particular issue in the agenda was requested by a number of shareholders representing at least one-tenth of the capital.

 

Article 55

The resolutions of the Ordinary or Extraordinary General Assembly shall be binding on all shareholders, whether they were present or not at the meeting in which these resolutions were passed, and whether they agree or disagree thereto. The Board of Directors shall implement such resolutions upon their issuance, and shall inform the Ministry of Business and Trade within fifteen (15) days thereof.

 

Article 56

1.         The names of attending shareholders, whether in person or by proxy, shall be recorded in a special register to be signed before the start of each meeting by the auditor and those in charge of registration.‎

2.         ‎Each shareholder attending the meeting of the General Assembly may discuss the items listed in the agenda and raise questions to the members of the Board of Directors and the auditors.‎

3.         ‎The Board of Directors shall answer the questions and inquiries of shareholders, provided it does not prejudice the interests of the Company, and where a shareholder considers the reply insufficient he may have recourse to the General Assembly, whose resolution thereon shall be enforceable.

 

Article 57 

The minutes of the meeting shall record attendance and the availability of a quorum, as well as the presence of representatives of the Companies Control Department  of the Ministry of Business and Trade.‎‎ The minutes shall also include a compendium of all the discussions of the General Assembly, all that occurred during the meeting, and the resolutions taken in the Assembly, the number of votes for or against, and all questions asked by shareholders or observers of the Companies Control Department.

 

Article 58

Without prejudice to the provisions of Article 135 of the Law of Commercial Companies, minutes of meetings of the General Assembly shall be recorded at each session in a special register.‎ ‎A copy of the minutes shall be sent to the Companies Control Department of the Ministry of Business and Trade within one month of the date of the meeting.

 

Chapter 6

Auditors

 

Article 59

1.         The Company shall have one or more auditors appointed by the General Assembly for a period of one year and shall also determine their remuneration. Auditors may be reappointed for a duration not exceeding five (5) consecutive years.‎ ‎The auditor must be registered in the chartered accountants' register provided for in  Law No. 30 of 2004 organising the auditing profession, and must have practiced auditing for at least ten (10) consecutive years. The auditor shall comply ‎with all legal requirements and obligations in the performance of his duties.

2.         ‎The auditor, as an agent of all shareholders, shall be held accountable for the validity of the data contained in his report.‎

3.         ‎Where there are multiple  auditors, they shall be jointly liable for their acts as auditors.

 

Article 61

The auditor shall have access at any time to the Company's books, records and documents and may request any information he deems necessary. The auditor may investigate the Company's assets and liabilities, and where he is unable to exercise these rights he shall report thereon in writing to the Ministry of Business and Trade, with a copy thereof to the Board of Directors as a prelude for submission to the General Assembly where the case is not resolved with the knowledge of the Ministry.

 

Article 62

The auditor shall attend the General Assembly and present his opinion therein regarding all matters relating to his work and, in particular, the Company's budget. He shall read his report to the General Assembly, and the report shall include all of the information prescribed in the Law of Commercial Companies.‎ ‎Each shareholder may discuss and request explanation regarding the documents mentioned in the auditor's report.

 

‎Chapter 7

‎Company Funds

 

Article 63

The Company's fiscal year shall start on the first day of January and end on the last day of December of each calendar year.

 

Article 64

In each fiscal year the Board of Directors shall present to the Auditor at least two months prior to the General Assembly the Company's budget, profit and loss account, and a report on its activities and financial position during the fiscal year ended.‎ Such documents shall be signed by the chairperson and one of the members of the Board.

 

Article 65

A percentage of non-net profits shall be deducted as determined by the Board to cover the depreciation and devaluation of the Company’s assets.‎ Such money shall be used for the repair and purchase of resources, machinery and facilities needed for the Company, and may not be distributed to shareholders.

 

Article 66

The net profits shall be distributed in the following manner:‎

 

1.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Ten (10) per cent of the net profits shall be deducted per annum and allocated to the statutory reserve account. Such deduction may be discontinued if the reserve reaches fifty (50) per cent of the paid-up capital, but if the reserve falls below the stated percentage, deduction shall be resumed until reserve reaches that percentage.‎ The mandatory reserve may not be distributed to the shareholders, but any surplus greater than half of the paid-up capital may be used to secure dividends of up to five (5) per cent for the years when the Company’s profits did not secure this percentage.‎‎‎‎

2.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Part of the profits, to be determined by the General Assembly, may be deducted to meet the obligations of the Company under the Labour Law.‎‎‎‎

3.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎The General Assembly may, upon the proposal of the Board of Directors, decide to deduct a portion of the net profits for the optional reserve account to be used for the purposes determined by the General Assembly.‎‎‎‎

4.         A net profit of not more than ten (10) per cent shall be allocated, after deduction of depreciation, reserves and dividends distributed in accordance with the preceding paragraphs, for the remuneration of the Board of Directors.‎‎‎‎

5.         The rest of the profits shall be distributed thereafter to shareholders as an additional share of the profits or carried over, upon the proposal of the Board of Directors, to the next year, or allocated for the establishment of an extraordinary reserve capital or depreciation.

 

Article 67

Dividends shall be paid to shareholders at the place and time to be determined by the Board of Directors, provided it does not exceed thirty (30) days from the date of the resolution of the General Assembly.

 

Article 68

Disputes undermining the public or common interest against the Board of Directors or against one or more of its members may only be submitted in the name of shareholders collectively, and in accordance with a resolution of the General Assembly. Any shareholder who wishes to file a dispute of this type shall inform the Board of Directors thereof at least one month before the convening of the General Assembly.‎‎‎ ‎The Board of Directors may include this proposal in the agenda of the General Assembly.

 

Chapter 8

‎Company Expiry and Liquidation

 

Article 69

The Company shall expire in one of the following cases:‎

 

1.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎The end of the term specified in Article 5 (1) herein, unless extended in accordance with Article 5 (2) herein.‎

2.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎The end of the purpose for which the Company was established or the impossibility of achieving such purpose.‎

3.         ‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎‎Transfer of all shares to a number of shareholders fewer than the minimum prescribed by law.‎

4.         ‎The loss of all or most of the Company's funds, such that the rest may not feasibly be invested.‎

5.         ‎Consensus among the partners on the dissolution of the Company before its expiry date.‎

6.         Integration of the Company into another company or body.‎‎‎‎

7.         An order by a court of law to dissolve the Company or declare it insolvent.

 

Article 70

Where the Company loses half of its capital, the Board of Directors shall call for an Extraordinary General Assembly to decide whether the matter requires the dissolution of the Company before the expiration of its term, or a reduction in its capital, or the taking of other appropriate measures.‎‎‎‎ ‎Where the Board does not call an Extraordinary General Assembly, or the Assembly is not held due to lack of a quorum, or the Assembly rejects dissolution of the Company, or a resolution on the matter is not issued for any reason, any stakeholder may request the civil court to dissolve the Company.

 

Article 71

The liquidation of the Company shall take place after the expiry thereof, in accordance with the provisions set forth in the Law of Commercial Companies.

 

Chapter 9

Concluding Provisions

 

Article 72

1.         No resolution issued by the General Assembly may discharge the civil liability of the members of the Board of Directors because of their mistakes in the execution of their duties.‎ Where the act resulting in liability has been brought to the attention of the General Assembly in a report of the Board of Directors or of the auditor, a claim for civil liability shall prescribe after the lapse of five (5) years from the date of issuance of the resolution of the General Assembly ratifying the Board's report.‎

2.         ‎However, where the act attributed to members of the Board of Directors is a felony or misdemeanour, the claim for civil liability shall not prescribe unless the criminal case is dropped.

 

Article 73

Unless otherwise specifically provided for herein, the provisions of the Law of Commercial Companies shall apply, and any amendments thereto shall be considered a complement hereto or amendment hereof, depending on the circumstances, without the need to take any action other than recording in the commercial register those matters which require to be recorded.‎

 

‎Signature‎

 

Chairperson of the Board of Directors:‎‎‎

‎Saad bin Ibrahim Al-Jibreen‎   

 

Deputy ‎Chairperson of the Board of Directors:‎‎‎‎

‎‎‎‎‎‎‎Hammed bin Mohammed Abdullah Almana‎‎‎‎‎‎‎

 

I, Director of the Department of Documentation, acknowledge that at 10:00 on 1400H, corresponding to 14/4/2013, the signatories above appeared before me and presented this document for attestation. I have reviewed it and verified their eligibility and identity and found no legitimate objection or legal constraint to the attestation. I read the document to them and made them understand its content, and they acknowledged and signed before me.‎

The Department of Documentation shall not be responsible for the contents of this document and obligations arising therefrom.

First Witness: ‎‎‎ 

Name:‎‎‎‎ .............

Nationality‎‎ ..........

ID number:‎ .........

Signature‎‎‎ ...............                 

 

 

Second Witness:‎‎‎         

Name:‎‎‎‎‎ ..............                       

‎‎Nationality‎‎‎ ..........                    

ID number:‎ ........        

Signature‎‎ ..........

‎‎‎‎‎‎

 

 

Commissioner of Oaths‎‎‎‎‎‎          

 

‎‎‎‎‎‎Head of Documentation Section

‎‎‎‎‎‎

‎‎‎‎‎‎‎‎‎‎‎‎Director of  Documentation Department‎

‎            ‎ ‎