25 يناير 2021 م
11 جمادى الآخر 1442 هــ
English
المكتتب
نسبة الأسهم
عدد الأسهم
القيمة الاسمية بالدولار
كيو.بي.
10%
1000
30000
كيو.إي.دبليو.سي.
25%
25000
75000
جي.آي.سي.
ايه.إي.سي.
55%
55000
165000
قائمة المحتويات
الفصل الأول
تأسيس الشركة
المادة (1)
التأسيس
المادة (2)
اسم الشركة
المادة (3)
أغراض الشركة
المادة (4)
مدة الشركة
المادة (5)
المركز الرئيسي
الفصل الثاني
رأسمال الشركة
المادة (6)
رأس المال المصرح به
المادة (7)
إصدار الأسهم
المادة (8)
الحقوق المتعلقة بالأسهم
المادة (9)
المسئولية عن الديون
المادة (10)
إلزامية النظام الأساسي للمساهمين
المادة (11)
سجل المساهمين
المادة (12)
شهادات الأسهم
المادة (13)
عدم الاعتراف بحقوق الغير المتعلقة بالأسهم
المادة (14)
القيود المفروضة على تحويل الأسهم
المادة (15)
طريقة التحويل
المادة (16)
القيود على إنشاء حقوق للآخرين
المادة (17)
تاريخ سريان الحوالة
المادة (18)
إقفال سجل الأسهم
الفصل الثالث
إدارة الشركة
المادة (19)
سلطات المجلس
المادة (20)
تشكيل المجلس
المادة (21)
خلو منصب عضو المجلس
المادة (22)
أعضاء المجلس
المادة (23)
الأعضاء البدلاء
المادة (24)
اجتماعات المجلس العادية
المادة (25)
الدعوة لحضور الاجتماعات
المادة (26)
التنازل عن الإخطار
المادة (27)
النصاب القانوني لاجتماع المجلس
المادة (28)
القرارات الكتابية
المادة (29)
الأعمال غير المدرجة في جدول الأعمال
المادة (30)
الأغلبية المطلوبة لإصدار قرارات المجلس
المادة (31)
محاضر اجتماعات المجلس
المادة (32)
تعيين رئيس مجلس الإدارة ونائبه
المادة (33)
سلطات رئيس المجلس ونائبه
المادة (34)
العضو المنتدب
المادة (35)
تعيين أمين السر
المادة (36)
مكافأة الأعضاء
الفصل الرابع
الجمعية العامة
المادة (37)
الجمعية العامة العادية
المادة (38)
الجمعية العامة غير العادية
المادة (39)
مكان اجتماع الجمعية العامة
المادة (40)
الدعوة لاجتماع الجمعية العامة
المادة (41)
المادة (42)
طلب المساهمين عقد اجتماع للجمعية العامة
المادة (43)
النصاب القانوني لانعقاد الجمعية العامة
المادة (44)
حق الحضور والتصويت
المادة (45)
الأصوات المطلوبة
المادة (46)
استبعاد الموضوعات غير المدرجة في جدول الأعمال
المادة (47)
تفويض المساهم الاعتباري
المادة (48)
إلزامية القرارات
المادة (49)
الفصل الخامس
تدقيق الحسابات
المادة (50)
مراقبو الحسابات
المادة (51)
السنة المالية
الفصل السادس
مالية الشركة
المادة (52)
دفاتر الحسابات
المادة (53)
الاطلاع على دفاتر الحسابات
المادة (54)
تقديم الحسابات إلى المساهمين
المادة (55)
الاحتياطي الإجباري والاختياري
المادة (56)
الأمور الحسابية الأخرى
الفصل السابع
انقضاء الشركة، وتصفيتها وحلها
المادة (57)
انقضاء الشركة
المادة (58)
استمرارية سلطات الجمعية العامة
الفصل الثامن
أحكام متنوعة
المادة (59)
ضمان تعويض الأعضاء والمسئولين
المادة (60)
الإخطارات
المادة (61)
تطبيق قانون الشركات التجارية في الأمور التي لا ينص عليها هذا النظام
المادة (62)
التعاريف والتفاسير
تم التوقيع في الدوحة، في هذا اليوم ـــــمن شهرـــــ عام هجرية، الموافق لليوم ــــ من شهر ـــــــ عام 2001م
CONTENTS
CHAPTER ONE:
ESTABLISHMENT OF THE COMPANY
Article 1: Formation
Article 2: Name
Article 3: Objects of the Company
Article 4: Terms of Company
Article 5: Head Office
CHAPTER TWO: COMPANY CAPITAL
Article 6: Authorised Share Capital
Article 7: Issuance of Shares
Article 8: Rights Attaching to Shares
Article 9: Liability of Debts
Article 10: Articles Binding on Shareholders
Article 11: Register of Shareholders
Article 12: Shares Certificates
Article 13: Non-Recognition of Trusts
Article 14: Restrictions on Transfers of Shares
Article 15: Method of Transfers
Article 16: Restrictions on Encumbrances
Article 17: Effective Date of Transfer
Article 18: Closure of Share Register
CHAPTER THREE:
MANAGEMENT OF THE COMPANY
Article 19: Powers of the Board
Article 20: Compositions of the Board
Article 21: Vacation of Office of Directors
Article 22: Directors
Article 23: Alternate Directors
Article 24: Regular Board Meeting
Article 25: Notice of Meetings
Article 26: Waiver of Notice
Article 27: Quorum for Board Meeting
Article 28: Resolutions in Writing
Article 29: Business not on Agenda
Article 30: Majority for Board Decision
Article 31: Board Minutes
Article 32: Appointment of Chairman and Vice Chairman
Article 33: Role of Chairman and Vice Chairman
Article 34: Managing Director
Article 35 Board to Appoint Secretary
Article 36: Remuneration of Directors
CHAPTER FOUR: THE
GENERAL ASSEMBLY
Article 37: Ordinary General Assembly
Article 38: Extraordinary General
Assembly
Article 39: Place of General Assembly Meetings
Article 40: Notice of General Assembly
Article 41: Waiver of notice
Article 42: Requisition of General Assembly by Shareholders
Article 43: Quorum for General Assembly
Article 44: Right to Attend and Vote
Article 45: Votes Required
Article 46: Exclusion of Matters not on Agenda
Article 47: Proxy of Corporate Shareholder
Article 48: Resolutions Binding
Article 49: Resolutions in Writing
CHAPTER FIVE: AUDITING
Article 50: Auditors
Article 51: Fiscal year
CHAPTER SIX: FINANCE OF THE COMPANY
Article 52: Books of Account
Article 53: Access to Books of Account
Article 54: Presentation of Accounts to Shareholders
Article 55: Compulsory and Discretionary Reserves
Article 56: Other Accounting Matters
CHAPTER SEVEN: WINDING
UP, LIQUIDATION AND
DISSOLUTION OF THE
COMPANY
Article 57: Winding Up
Article 58: Authority of General Assembly to Continue
CHAPTER EIGHT:
MISCELLANEOUS
PROVISIONS
Article 59: Director's and Officer's Indemnity
Article 60: Notices
Article 61: Commercial Companies Law to Apply for matters not Covered by Articles Article 62: Definitions and Interpretation
ARTICLES OF ASSOCIATION
of
RAS LAFFAN POWER
COMPANY LIMITED
CHAPTER ONE
ESTABLISHMENT OF THE
Article (1)
Formation
A Qatari Joint Stock Company (the "Company") has been established by the initial subscribers hereto pursuant to Law No. 11 of 1981 concerning Commercial Companies, in particular Article 90 thereof, and the provisions of these Articles of Association. Reference is made to Article 62 of these Articles of Association (the "Articles") for the meanings of the defined terms used herein.
Article (2)
Name
The legal name of the Company shall be "Ras Laffan Power Company Limited”.
Article (3)
Objects of the Company
The objects of the Company are to develop, own, operate, maintain and transfer electrical production and water desalination projects and include engaging in all activities related or ancillary thereto and to carry on any other business or activities that are usual to or may be carried on by companies involved in a business similar to that of the Company.
The Company may have an interest in or may participate in any manner with other firms or companies engaged in a business which is similar to the business of the Company or that might assist the Company in achieving its objects.
In pursuance of such objects, the Company shall be empowered:
(i) to own and deal with movable and immovable property and leasehold interests in movable and immovable property;
(ii) to borrow money and enter into financial transactions of any kind and give security for its obligations;
(iii) to give guarantees and security for the obligations of any other person and to indemnify any persons giving guarantees for the benefits of the Company;
(iv) to perform any other acts in order to realise its objects that are not contrary to these Articles; and
(v) to perform any other acts in order to realise its objects as a natural person, legally and beneficially entitled to the subject matter.
Article (4)
Terms of Company
The term of the Company shall commence on the date it is established and end on the twenty-fifth (25th) anniversary of the day following the date on which the power and water facility to be built, owned and operated by the Company at Ras Laffan Industrial City, Qatar has been commissioned. Any extension to the term of the Company shall be approved by a resolution passed at an Extraordinary General Assembly of the Company in accordance with the Articles of Association.
Article (5)
Head Office
The head office of the Company shall be located in Doha, State of Qatar. The Company may establish branches, offices, agencies or other representatives in Qatar or abroad.
CHAPTER TWO
COMPANY CAPITAL
Article (6)
Authorised Share Capital
6.1) Authorised Share Capital
The authorised share capital of the Company is $300,000 consisting of 100,000 shares of capital stock with a nominal value of Three Dollars ($3.00) each. All such shares, when issued (herein referred to as "Shares"), shall be fully paid and non-assessable.
6.2 Changes to Authorised Capital
The authorised share capital may be divided may be increased, reduced and/or modified by a resolution passed at an Extraordinary General Assembly of the Company in accordance with the terms and conditions set forth in these Articles and in the Joint Venture Agreement.
Article (7)
Issuance of Shares
7.1 Subscribed Shares
As of the date hereof, the Shareholders have agreed to subscribe for share capital as set forth opposite their respective names as follows:
Subs-
criber
5
Share-
holding
No. Of
Shares
Nominal
Value
QP
10,000
$30000,000
QEWC
25,000
$75000,000
GIC
AES
55,000
$165000,000
7.2 Further Issuances
Without prejudice to any rights attaching to any existing Shares or series of Shares, any Share may be issued with such rights or restrictions, as the Board shall determine in accordance with these Articles and subject to the provisions of the Joint Venture Agreement.
7.3 Further Subscriptions
Further subscriptions of share capital may be subscribed by the Parties pursuant to the Joint Venture Agreement and shall be paid in full at nominal value against cash calls by the Board according to the requirements of the Company authorised in accordance with these Articles and the Joint Venture Agreement.
Article (8)
Rights Attaching to Shares
8.1) General
Each share shall be indivisible and shall confer upon the holder rights to share in the assets of the Company on any liquidation thereof, to receive dividends and other distributions paid by the Company in respect of such series of Shares, and to vote at the General Assembly, as provided in these Articles and in the Joint Venture Agreement.
8.2) Accounting Structure
The General Assembly of Shareholders of the Company may from time to time and at any time by an appropriate resolution adopted in conformity with the provisions of the Joint Venture Agreement cause the Company to adopt, implement and apply all or any of the following:
(i) an accounting structure;
(ii) procedures with respect to Shareholder defaults in accordance with the Joint Venture Agreement; and
(iii) special procedures to be followed upon liquidation of the Company;
in accordance with (x) the terms of such resolution and/or (y) any document incorporated therein by express reference.
8.3) Dividends
(i) The Company may by ordinary resolution of the Shareholders declare dividends (including dividends in respect of any series of Shares) in accordance with the respective rights of the Shareholders, but no dividend shall exceed the amount recommended by the Board pursuant to the Joint Venture Agreement.
(iii) The Board may declare and pay interim dividends (including dividends in respect of any series of Shares) in accordance with the Joint Venture Agreement.
(iii) Any agreement, undertaking or commitment of whatever nature entered into by the Company that confers, or purports to confer, rights to dividends or distributions in respect of any profits of the Company that is in any way inconsistent with the Joint Venture Agreement shall be null and void
(iv) If any Share is allotted or issued on terms that it shall rank for dividend as from a particular date, that Share shall rank for dividend accordingly.
(v) Dividends shall be distributed to the Shareholders in accordance with their respective Percentage Interests.
(vi) Any dispute among Shareholders as to whether or not dividends shall be paid or the quantum of any dividend payment shall, as regards the liability of the Company to the Shareholders in question, be determined by the Board. Any such determination shall, however, be without prejudice to any rights or claims any Shareholder may have against any other Shareholder under the Joint Venture Agreement or any other agreement or document. The Company shall not pay dividends (whether interim dividends or final dividends) in a manner that is inconsistent with any such determination of the Board acting pursuant to the Joint Venture Agreement.
Article (9)
Liability for Debts
Each Shareholder shall have no liability above its share capital for the debts and obligations of the Company.
Article (10)
Articles Binding on Shareholders
Each Shareholder, by its ownership of one or more shares, shall be bound by these Articles and the duly adopted resolutions of the General Assembly.
Article (11)
Register of Shareholders
The Board shall cause to be kept at the Company's head office a register of Shareholders, which register shall include in respect of each Shareholder its full name and address and facsimile numbers, the series and number of Shares held and the date upon which such Shares were acquired or transferred. Such register shall be open to inspection by Shareholders during normal working hours.
Article (12)
Shares Certificates
Every person whose name is entered as a Shareholder in the register of Shareholders shall be entitled, without payment, to receive certificates for his Shares. Each certificate shall be signed by two Directors and shall specify the series and number of Shares to which it relates, the number and date of the Decree in the Official Gazette authorising the establishment of the Company, the amount of the authorised share capital of the Company, the series and number of Shares into which such share capital is divided, and the address and the term of the Company. Subject hereto the Board may make such rules regarding the form and issue certificates and any replacement thereof as it considers appropriate.
Article (13)
Non-Recognition of Trusts
The Company shall not be bound by or recognise any interest or right in any Share except the absolute right of the registered Shareholder to such Share.
Article (14)
Restrictions on Transfers of Shares
Shares shall only be transferred pursuant to the Joint Venture Agreement.
Article (15)
Method of Transfers
All transfers of Shares shall be effected by an instrument of assignment in writing in a form approved by the Board, duly signed by the transferor and the transferee, and accompanied by the certificate for the Shares being transferred.
Article (16)
Restrictions on Encumbrances
Subject to the Joint Venture Agreement, no mortgage, charge, lien, pledge, security interest or other encumbrance may be created or allowed to subsist over the Shares, unless the terms of such mortgage, charge, lien, pledge, security interest or other encumbrance provide that, if the pledging Shareholder has defaulted in respect of the obligations secured by its Shares, the security holder shall provide the other Shareholders with reasonable notice and opportunity to step in and satisfy, in equal proportion (or such other proportion as is agreed between them), the defaulting Shareholder's obligations secured by the Shares in return for release of such Shares by the security holder to the other Shareholders.
Article (17)
Effective Date of Transfer
No transfer of Shares shall be effective as against the Company or any Shareholder other than the transferor until such transfer has been duly recorded in the register of Shareholders.
Article (18)
Closure of Share Register
No transfer of Shares shall be registered in the period commencing on the date of a notice convening a General Assembly and ending on the closing of such General Assembly or any adjournment thereof.
CHAPTER THREE
MANAGEMENT OF THE
Article (19)
Powers of the Board
Except for those matters required by these Articles to be decided by the Shareholders or permitted by the Joint Venture Agreement to be decided by any committee or sub-committee of the Board, the committee of the Board, the management of the Company shall be undertaken by the Board, and all the matters arising for decision in the course of business shall be decided by the Board.
Article (20)
Composition of the Board
The Board shall consist of eight (8) members or such greater number as may be determined by the Board. Members of the Board shall be nominated by the Shareholders and elected to the Board pursuant to the Joint Venture Agreement. Directors shall not be required to hold any Shares or other securities of the Company in order to qualify for office.
Article (21)
Vacation of Office of Directors
The office of a Director shall be vacated:
(i) if he resigns;
(ii) if the Shareholder that appointed him revokes his appointment; or
(iii) on death or mental or physical disability permanently preventing him from carrying out his duties;
in which case the Shareholder that appointed such Director shall have the right to appoint a replacement. Each appointment or removal of a Director by a Shareholder shall be made by giving notice thereof to the Company and each of the other Shareholders and shall be effective upon the giving of such notice.
Article (22)
Directors
As of the date hereof, the subscribers hereto have appointed Directors as follows:
QP:
Mr. Abdullah Bin Hamad Al Attiyah
Chairman /Director
AES:
Mr. Ahmer Nadeem Vice Chairman/
Director
Mr. Shahzad Syed Qasim Director
Mr. Tabish Gauhar Director
Mr. Venue Gopal Nambiar Director
QEWC:
Mr. Fahad Hamad Al-Mohannadi Director
Mr. Abdulsatter Mohd. Al-Rashid Director
GIC:
GIC shall be entitled to nominate up to one Director for appointment in accordance with the Joint Venture Agreement.
Article (23)
Alternate Directors
Each Shareholder may appoint in writing, effective on notice to the Company, an alternate Director, and may revoke such appointment at any time in writing, effective also on notice to the Company. Such alternate Director may attend, be counted in the quorum for and vote at meetings of the Board in the absence of the Director whom he represents. In addition, each Director may, if neither he nor such alternate Director is able to attend a meeting of the Board, appoint solely for that meeting a proxy, who may be a Director, who may attend, be counted in the quorum for and vote at that meeting in his place. The same individual may be a proxy for one or more Directors and if representing more than one Director shall be entitled to vote on behalf and in the place of each Director represented.
Article (24)
Regular Board Meetings
The Board shall meet together at such place, for the dispatch of such business, and shall adjourn and otherwise regulate its meetings as it may decide, a provisional date for the next meeting being agreed at the end of each regular meeting. Additional meetings shall be convened at the direction of the Chairman and otherwise at the request of any Director.
Article (25)
Notice of Meetings
All meetings of the Board (including those for which a provisional date may have been agreed pursuant to Article 24) shall be convened by a notice from the Chairman or, in his absence, the Vice Chairman or if requested by a Director by a notice from that Director, such notice to be given to each Director at his address for service in the Company records not less than seven (7) days prior to the proposed date of such meeting, stating the date, time and place of the meeting. The notice shall include:
(i) a list of the agenda items to be addressed at the meeting;
(ii) in respect of each agenda item, an indication of whether a resolution is to be proposed for adoption or other voting action is to be taken;
(iii) a specification as to which series of Shares shall be entitled to participate and vote in respect of each matter; and
(iv) in the notice sent to each individual Director, a summary of each matter with respect to which such Director shall be entitled to participate and cast a vote and any applicable limitations on the exercise of the Extraordinary Resolution rights granted to the Shareholder which such Director represents in respect of those matters on which such Director is entitled to vote, together with an explanation of the grounds for the application of such limitation. If a matter requiring approval by Extraordinary Resolution is to be proposed, a statement to that effect shall be featured prominently in the notice, and the notice of meeting shall include a clear description of each such matter and the resolution pertaining thereto and a brief explanation of why such resolution is necessary. Where practicable, any papers relevant to particular matters to be considered at such meeting shall be circulated prior to the meeting to the Directors entitled to participate and vote in respect of such matters.
Article (26)
Waiver of Notice
A meeting of the Board shall, notwithstanding that it has been convened without notice or by a shorter notice than specified in Article 25, be deemed to have been convened if each Director who or whose alternate, if applicable, is not present at such meeting shall have agreed in writing to the convening of such meeting without such notice or by such shorter notice.
Article (27)
Quorum for Board Meeting
Save as otherwise provided in these Articles or the Joint Venture Agreement, the number of Directors required to constitute a quorum in respect of any matter to be considered and acted upon by the Board shall be five (5) entitled to vote in respect of such matter are present unless disqualified pursuant to the Joint Venture Agreement.
If a quorum in respect of any matter is not present, consideration and voting in respect of such matter shall be deferred to a rescheduled meeting of the Board to be held on the fourteenth (14th) business day thereafter (or such earlier date as the Directors entitled to participate and vote in respect of such matter may unanimously agree in writing) at the same time and place, and at such rescheduled meeting of the Board, the quorum of Directors present and entitled to participate and vote in respect of the particular matter shall be four (4) Directors present in person or by proxy and entitled to vote in respect of such matter.
Article (28)
Resolutions in Writing
A resolution passed by minute in writing signed by all the Directors entitled to vote on the matter in question or their respective alternates shall be as valid and effective as if it had been passed at a Board meeting duly convened and held. Any such resolution may consist of several documents in like form signed by one (1) or more of the Directors. Each signature shall be given personally by a Director or an alternate Director.
Article (29)
Business Not on Agenda
No resolution may be proposed to the Board of Directors at a meeting unless the matter is on the agenda for that meeting or at least one (1) Director appointed by each Shareholder entitled to be represented at the meeting and to vote in respect of such matter (as set forth in the Share Schedules), or the alternate of such Director, agrees that the resolution may be proposed.
Article (30)
Majority for Board Decisions
30.1 Directors' Votes
Subject to Article 30.3, in respect of any matter on which the Shareholder it represents is entitled to be represented and to vote, each Director shall have one (1) vote.
30.2 Resolutions
Subject to the requirement of Articles 30.3, save for matters subject to a super majority pursuant to the Joint Venture Agreement, resolutions of the Board shall be passed by the affirmative vote of a simple majority of the Directors present or represented by an alternate or by proxy and entitled to vote in respect of the resolution proposed and are in attendance at the meeting at which the resolution is proposed (or any adjournment thereof.)
30.3 Casting Vote
The Vice Chairman will have a casting vote only in relation to the matters specified in the Joint Venture Agreement.
In all other matters before the Board, no Director shall have a casting vote.
30.4 Powers of. Committees and Sub-Committees
Committees and sub-committees of the Board shall have such powers and authority as determined by the Board pursuant to the Joint Venture Agreement.
Article (31)
Board Minutes
The Board shall cause minutes to be kept of all resolutions and proceedings of meetings of the Board and those attending such meetings. Such minutes, insofar as they relate to any matter in respect of which a Shareholder through its appointed Director(s) is entitled to participate and vote, shall be made available to such Shareholder and Director(s).
Article (32)
Appointment of Chairman and Vice Chairman
QP shall be entitled to appoint the Chairman from among the Directors appointed by it pursuant to these Articles for so long as QP or any Affiliate of QP holds at least ten percent (10%) in nominal value of all Shares.
AES shall be entitled to appoint the Vice Chairman of the Board from among the Directors appointed by it pursuant to these Articles for as long as AES or any Affiliate of AES holds at least fifty five per cent (55%) in nominal value of all Shares.
The Directors so appointed shall serve in their respective capacities for terms of two (2) years from the dates of their appointment (and any Director appointed to fill a vacancy on the Board created by the death, resignation or removal of a Director who was the Chairman shall also serve in that capacity for the balance of that term). Any Director appointed Chairman or Vice Chairman pursuant to this Article 32 may be re-appointed to that position. If at any time a Shareholder is not entitled to appoint the Chairman (or Vice Chairman) of the Board, the Directors may elect their Chairman (or Vice Chairman) and determine the period for which each is to hold office.
Article (33)
Role of Chairman and Vice Chairman
Subject to the Joint Venture Agreement, the Chairman shall be entitled to represent the Company toward Third Parties at the direction of the Board of Directors. The Vice Chairman shall substitute for the Chairman in his absence. The Chairman, or in his absence the Vice Chairman, or in the absence of both of them any other Director appointed by the Directors to serve as Chairman, shall act as the Chairman of meetings of the Board and of the General Assembly. The Chairman, Vice Chairman and each such Director shall be bound and act in accordance with these Articles and with all resolutions of the Board.
Article (34)
Managing Director
34.1 Appointment
Pursuant to the Joint Venture Agreement, AES shall appoint an individual to serve as the Managing Director (hereinafter referred to as the "Managing Director") of the Company. AES shall select the individual to be appointed and shall have the right to remove such individual with or without cause and to select an individual to replace such individual upon his death, resignation or removal; provided, however, that any such individual so appointed may at any time be removed from office for cause by the vote of the Board pursuant to the Joint Venture Agreement.
34.2 Authority
The Managing Director shall manage, direct and operate the business of the Company subject to such policies and directives with respect thereto as the Directors may from time to time adopt in conformity with these Articles and any pertinent resolutions of the Board. The authority of the Managing Director shall be fixed by the Board pursuant to the Joint Venture Agreement. The Managing Director shall report regularly to the Directors so as to keep them fully informed as to the management of the Company and the state of its affairs and shall provide them with such information and reports as they may require. The Managing Director shall prepare for Board approval the management and operating structure for the Company pursuant to the Joint Venture Agreement. The Managing Director shall, at least three (3) months before the end of each year, prepare and submit to the Board a forecast of revenues and a proposed work program and expenditure budget for the next year, containing details of the activities and operations proposed to be conducted during the year. Each budget shall be in sufficient detail to permit the Board to make an informed decision with respect thereto, and shall otherwise be in conformity with such requirements as the Board may prescribe. Proposals approved by the Board in accordance with this Article 34.2 shall be deemed the "Annual Budget" for the year to which they relate.
Article (35)
Board to Appoint Secretary
The Board shall appoint a Secretary of the Board for such period and on such terms as it may decide and may revoke such appointment. The Board shall decide on the duties of the Secretary and on the scope of his authority.
Article (36)
Remuneration of Directors
The Directors shall be paid such remuneration as may be determined by a resolution of the General Assembly. The travel and accommodation costs of Directors (and their alternates and proxies) in attending meetings shall be reimbursed.
CHAPTER FOUR
THE GENERAL ASSEMBLY
Article (37)
Ordinary General Assembly
37.1 To be Held Annually
An Ordinary General Assembly shall be held every year, within six (6) months of the end of the preceding year. The procedures to be followed for convening and conducting the Ordinary General Assembly shall be those set forth in these Articles.
37.2 Agenda
The Ordinary General Assembly shall consider the Directors' and auditors' reports and the balance sheet, cash flow statement and profit and loss account for the preceding year, determine the amount of dividends to be distributed to Shareholders, determine the remuneration of the Directors and appoint the auditors for the period up to the end of the next Ordinary General Assembly and determine their remuneration.
Article (38)
Extraordinary General Assembly
All matters to be referred to the Shareholders for their approval other than those mentioned in Article 37, shall be referred to an Extraordinary General Assembly.
Article (39)
Place of General Assembly Meetings
All meetings of the General Assembly shall be held in Qatar unless all Shareholders otherwise agree prior to the giving of the notice of the meeting.
Article (40)
Notice of General Assembly
A General Assembly shall be convened by a notice from the Chairman or, in his absence, the Vice Chairman or such other Director as may have been authorised to do so by the Chairman. Such notice shall be given not less than seven (7) days (ten (10) days if an Extraordinary Resolution is to be proposed prior to the proposed date of such meeting, stating the date, time and place of the meeting. The notice shall include:
(iii) a specification as to which series of Shares shall be entitled to participate and vote in respect of such matter; and
(iv) in the notice sent to each individual Shareholder, a summary of each matter with respect to which such Shareholder shall be entitled to participate and cast a vote and any applicable limitations on the exercise of the Extraordinary Resolution rights granted to the Shareholder in respect of those matters, together with explanation of the grounds for the application of such limitation. If a matter requiring approval by Extraordinary Resolution is to be proposed, a statement to that effect shall be featured prominently in the notice, and the notice shall include a clear description of each such matter and the resolution pertaining thereto and a brief explanation of why such resolution is necessary. Where practicable, any papers relevant to particular matters to be considered at such meeting shall be circulated prior to the meeting to the Shareholders entitled to participate and vote in respect of such matters.
Article (41)
Waiver of notice
A General Assembly shall, not withstanding that it is convened by shorter notice than that specified in Article 40, be deemed to have been duly convened if so agreed in writing by all the Shareholders or their representatives appointed pursuant to Article 47.
Article (42)
Requisition of General Assembly by Shareholders
A Shareholder holding ten percent (10%) or more of the Shares may from time to time require by notice in writing to the Company and each other Shareholder that a General Assembly be convened in accordance with the provisions of these Articles. Such notice shall state in reasonable detail each proposal to be considered at the meeting. Such meeting shall be convened for a date not less than twenty-eight (28) days nor more than sixty (60) days after the date on which notice is given.
Article (43)
Quorum for General Assembly
The quorum for a General Assembly shall be Shareholders present in person or represented by proxy appointed pursuant to Article 47 holding more than fifty percent (50%) of the Shares entitled to be present and vote at such meeting; provided that with respect to any particular matter requiring adoption by Extraordinary Resolution, each Shareholder entitled to vote thereon, unless disqualified from attending pursuant to the Joint Venture Agreement, shall be present in person or represented by proxy thereat. If a quorum is not present at the time appointed for a General Assembly, or if a quorum required in respect of a particular matter is not so present, the meeting, or consideration of such matter shall be adjourned and rescheduled to the same time and place in the next week (unless the same shall be a public holiday, in which case it shall be adjourned and rescheduled to the next business day after such holiday at the same time and place), when the Shareholders present personally or through representatives shall constitute a quorum so long as each other Shareholder entitled to vote in respect of a particular matter requiring adoption at such rescheduled meeting by Extraordinary Resolution are present in person or are represented by proxy at such meeting, in each case unless disqualified as aforesaid.
Article (44)
Right to Attend and Vote
Except as otherwise provided in these Articles and the Joint Venture Agreement, each Shareholder, personally (if an individual) or by its representative (if a company) appointed in accordance with Article 47, shall, unless otherwise provided in the Joint Venture Agreement, be entitled to attend and vote at the General Assembly.
Article (45)
Votes Required
45.1 Voting
Each Shareholder shall have a number of votes equal to the number of shares held by it.
45.2 General Resolutions
Resolutions at a General Assembly other than resolutions with respect to the matters referred to in Article 45.3, shall be passed by a simple majority of the votes of the Shareholders present or represented and entitled to vote at the meeting and in respect of the matter to be voted on.
45.3 Reserved Matters
No action may be taken by the Board of Directors unless it receives an affirmative vote of all of the Shareholders entitled to vote at a duly convened Shareholder meeting in relation to matters designated as "Reserved Matters" pursuant to the Joint Venture Agreement.
Article (46)
Exclusion of Matters Not on Agenda
A General Assembly shall not consider matters other than those on the agenda for the meeting unless all the Shareholders agree.
Article (47)
Proxy of Corporate Shareholder
Any Shareholder that is a company may authorise any person to act as its representative at any General Assembly, and the person so authorised shall be entitled to exercise the same power on behalf of the Shareholder he represents as that Shareholder could itself exercise.
Article (48)
Resolutions Binding
The Board shall cause minutes to be kept of all resolutions and proceedings of the General Assembly. Such minutes, insofar as they relate to any matter in respect of which a Shareholder is entitled to participate and vote; shall be made available to each Shareholder. A resolution of a General Assembly passed in accordance with these Articles and recorded in such minutes shall be binding on all Shareholders, including those who did not vote in favour of such resolution.
Article (49)
A resolution in writing signed by all the Shareholders entitled to vote thereon shall be as valid and effective as if it had been passed at a General Assembly duly convened and held. Any such resolution may consist of an entry in the Company's minute book signed by all the Shareholders entitled to vote thereon and may consist of separate documents in identical form collectively signed by all the Shareholders entitled to vote thereon. Each such signature may be given personally or by a representative appointed pursuant to Article 47.
CHAPTER FIVE
AUDITING
Article (50)
Auditors
The auditors of the Company, who shall be a reputable internationally recognised firm of independent accountants registered to do business in the state of Qatar, shall be recommended by the Board and appointed by the General Assembly. The auditors shall have full access to the Company's books-and records.
The auditors shall provide the Company and the Shareholders with a report on the Company's accounts within ninety (90) days after the end of each year. Subject to any confidentiality arrangements entered into by or among the Shareholders, the auditors shall undertake, as part of their responsibilities to the Company, to provide such information requested of them by the Shareholders as the Shareholders may reasonably require or as may be needed to satisfy government requirements, in such form as the Shareholders may reasonably request. The auditors shall attend the Ordinary General Assembly and give their report in relation to the accounts of the Company laid before such Ordinary General Assembly.
Article (51)
Fiscal year
The Company's first fiscal year shall commence on the date of its establishment and shall end on December 31 of the same year. Thereafter, the fiscal year shall commence on January 1 and end on December 31 of each year.
CHAPTER SIX
FINANCE OF THE COMPANY
Article (52)
Books of Account
The Board shall cause to be kept and maintained proper books of account and records which shall be prepared in Dollars and shall give a true and fair view of the Company's affairs and transactions.
Article (53)
Access to Books of Account
The books of account of the Company shall be kept at its head office. Subject to such confidentiality limitations as are stipulated in the Joint Venture Agreement and such other restrictions as the Shareholders may from time to time agree, the Shareholders and their respective auditors and the Directors shall have full access to such books of account and to all records of the Company at all reasonable times.
Article (54)
Presentation of Accounts to Shareholders
The Board shall from time to time cause to be prepared and to be laid before each Ordinary General Assembly profit and loss accounts, balance sheets, cash flow statement, accounts and reports relating to the financial status and affairs of the Company during the immediately preceding year and a report of the Company's auditors thereon. Subject to any confidentiality arrangements entered into by or among the Shareholders, such profit and loss accounts, balance sheets, cash flow statement, accounts and reports shall be circulated to the Shareholders with the notice convening the Ordinary General Assembly.
Article (55)
Compulsory and Discretionary Reserves
The Company shall allocate five percent (5%) of the profit for each year or quarter to compulsory reserves until such reserves amount to fifty percent (50%) of the issued share capital or as otherwise decided by a vote of the Shareholders at a Ordinary General Assembly.
Article (56)
Other Accounting Matters
56.1 Accounting Principles
The accounting principles to be adopted by the Company shall be determined by the Board in accordance with the provisions of the Joint Venture Agreement and shall be consistent with internationally accepted accounting principles, utilising the accrual method.
56.2 Payments and Distributions
All payments by the Shareholders to the Company in respect of subscriptions for Shares and Cash Calls shall be made in Dollars. All dividends, distributions of cash and other payments and distributions to the Shareholders by the Company shall be made in Dollars.
CHAPTER SEVEN
WINDING UP, LIQUIDATION
AND DISSOLUTION OF THE
Article (57)
Winding Up
The Company shall be wound up upon the occurrence of any of the following events:
(i) the expiry of the period fixed for the duration of the Company, including any extension approved pursuant to Article 5 of the Memorandum of Association;
(ii) the passing by the Board of a resolution recommending the winding up of the Company and the adoption of such resolution by the requisite vote at an Extraordinary General Assembly;
(iii) the issue of a court order dissolving the Company; or
(iv) as otherwise determined in accordance with the Joint Venture Agreement.
Any resolution of an Extraordinary General Assembly to wind up the Company shall appoint and define the powers of the liquidator and specify the manner of liquidation. The authority of the Board shall cease upon the passing of such resolution by an Extraordinary General Assembly.
Article (58)
Authority of General Assembly to Continue
The authority of the General Assembly shall remain until the Company is dissolved.
CHAPTER EIGHT
Article (59)
Directors' and Officers' Indemnity
Each Director and other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses and liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no Director or other officer of the Company shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto save in all cases for acts or omissions of negligence or malfeasance on the part of any such person as aforesaid.
Article (60)
Notices
60.1 Form
All notices and other communications given or made under these Articles shall be in writing in the English language and shall be determined to have been properly given or made if (a) personally handed to an authorised representative of the person to whom given, (b) sent by postage prepaid, registered (return receipt requested) mail (airmail if international), or (c) transmitted by facsimile with confirmation of receipt, in each case to a person at its address for service set out below (or at such other address in the same country as it may have notified for the purposes hereof to the other persons in accordance with this Article 60), such addresses:
If to QP:
Qatar Petroleum
P.O. Box 3212
Doha
QATAR
Attention Managing Director
If to AES:
AES Ras Laffan Holdings Limited
c/o Citco Trustees (Cayman) Ltd.
Windward One Building
Safehaven Corporate Centre,West
Bay Road, P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
British West Indies
If to QEWC:
Qatar Electricity and Water Company
P.O. Box 22046,Doha, QATAR
If to GIC then notice shall be served to the address notified in writing by GIC to the Company (copied to each of the Shareholders) as being GIC's address for service in accordance with this Article 60.
60.2 Effectiveness
Notices and other communications given in accordance with Article 60.1 shall be effective (a) on receipt by the addressee if personally delivered, (b) on the date of receipt of delivery if transmitted by mail, and (c) on transmission to the addressee if transmitted by facsimile (with the correct confirmation) during normal business hours at the place of the addressee or, if so transmitted outside such hours, at the opening of business on the next business day at such place.
Article (61)
Commercial Companies Law to Apply for matters not Covered by Articles
The Memorandum of Association, these Articles and the Joint Venture Agreement shall govern the Company and, in relation to those matters not covered by such, the provisions of Law No.11 of 1981 concerning Commercial Companies shall apply to the Company.
Article (62)
Definitions and Interpretation
62.1 Definitions
In the Memorandum of Association and in these Articles, the words and phrases set forth below have the meanings assigned to them as follows:
"Affiliate" means, in relation to a Party, a company or entity that directly or indirectly controls, or is controlled by, or is under common control with, as the case may be, the relevant Party, and for the purposes of this definition, "control" shall mean:
(a) ownership of more than fifty percent (50%) of the voting share capital of the controlled entity;
(b) power to determine the composition of, or power to appoint more than fifty percent (50%) of the members of the board of directors, board of management, or other equivalent body of the controlled entity; and
(c) entitlement to receive more than fifty percent (50%) of the income or capital distribution made by the controlled entity on its liquidation, winding-up or dissolution;
"Annual Budget" has the meaning ascribed to it in Article 34.2;
"Board" means, in respect of any given matter, the Board of Directors of the Company consisting of the Directors appointed by the Shareholders and the Director(s) appointed by such other Shareholders as have the right to be represented at deliberations and to vote in respect of such matter;
"Director" means a member of the Board duly appointed in accordance with these Articles of Association;
"Extraordinary Resolution" means any resolution relating to a "Reserved Matter" (in the case of Shareholder resolutions) or "Directors' Reserved Matters" (in the case of Directors' resolutions) (Reserved Matters and Directors' Reserved Matters being as defined in the Joint Venture Agreement);
"General Assembly" means a meeting of the Shareholders convened in accordance with these Articles of Association and the body corporate constituted by the Shareholders when so meeting;
"Government" means the government of the State of Qatar and any political subdivision thereof and any government authority, tribunal or person having apparent authority to act for the government of the State of Qatar or exercising jurisdiction over persons or property in any part of the State of Qatar;
"Managing Director" has the meaning ascribed to it in Article 34;
"Memorandum of Association" means the Memorandum of Association of Ras Laffan Power Company Limited;
"Qatar Income Tax Law" means the Decree Law No. 11/1993 as the same may be amended, modified, supplemented, renewed, or extended from time to time, and any successor or other law of the Government imposing an income tax or tax based on income;
"Shareholder" means from time to time any person whose name is listed as a shareholder in the register of Shareholder of the company pursuant to the provisions of Article 11;
"Shares" has the meaning ascribed to it in Article 6;
"Third Party" means any person which is not the Company or a Shareholder, or an Affiliate of the Company or a Shareholder;
"Wholly-Owned Affiliate" means an affiliate in which the percentage of shareholding or equity share capital is 100%.
62.2 Interpretation
62.2.1 Generic Terminology
a "year" means a calendar year in the Gregorian calendar;
"day" means a period of twenty-ur consecutive hours beginning imediately after midnight;
"business day" means any day which is neither a Friday nor a public holiday in the State of Qatar;
"company" means an incorporated limited liability company, corporation r partnership;
"including" shall be construed as including without limitation”;
a "month" means a calendar month in the Gregorian calendar;
a "person" includes any individual, company, corporation, firm, partnership, joint venture or association, whether a body corporate or an unincorporated association of persons; and
a "ton" means one metric tonne, which is 1,000 kilograms.
62.2.2 Number and Gender of Terms
Words importing the singular number shall include the plural and the plural the singular. Words importing any gender shall include any other gender.
62.23 Descriptive Headings
The descriptive headings of the Articles in these Articles of Association as well as the Cover Page and Table of Contents hereof are included for convenience of reference only and shall not be used in any way in construing or interpreting any of the provisions of these Articles of Association.
62.2.4 References to Articles
References to Articles are to these Articles of Association.
62.2.5 Currency
Amounts preceded by the symbol "S" refer to amounts in the currency of the United States of America (which currency is also referred to herein as "Dollars")
Signed in Doha as of this --------------, corresponding to the -------- day of -------- 2001
Signatures:
Signed for and on behalf of
QATAR PETROLEUM
By:
Name:
Title:
AES RAS LAFFAN HOLDINGS LTD.
QATAR ELECTRICITY AND
WATER COMPANY
GULF INVESTMENT
CORPORATION