Saudi International Petrochemical Company (Saudi Joint Stock Company) Articles of Association 25/05/1420H 05/09/1999G

Transcription

1 Saudi International Petrochemical Company (Saudi Joint Stock Company) Articles of Association 25/05/1420H 05/09/1999G Amended version dated 04/05/1434H, corresponding to 16/03/2013 Sipchem Articles of Association 16/03/2013

2 Articles of Association Saudi International Petrochemical Company (Saudi Joint Stock Company) Chapter One Company Incorporation Article (01): A Saudi joint stock company shall be incorporated by the stated shareholders in accordance with these articles of association and the Companies Act, as follows: Article (02): Name of Company Saudi International Petrochemical Company Saudi Joint Stock Company. Article (03): Objectives of the Company Objectives of the Company shall be as follows: A. Invest in industrial projects, especially chemical and petrochemical industries, production of Methanol, Acetic Acid, Maleic anhydride, Butanediol and other petrochemical and hydrocarbon products; B. Own and execute projects that are necessary for supplying the Company with the required raw materials and utilities; C. Market Company products within the Kingdom and abroad; D. Wholesale and retail trading related to Company activities; E. Own property, construct buildings and warehouses that are needed for keeping and storage of Company products and setting up showrooms for their display and for other

3 applications such as manufacturing, storage, sale and purchase activities of the Company. Article (04) The Company may have an interest or may participate in any manner with any entities or companies that practice similar activities or that may assist the Company in the achievement of its stated objectives. The Company may also own stocks or shares, consolidate, merge with or acquire other companies. The Company may also have an interest in or participate in any manner with other companies, provided, however, that such participation does not exceed twenty percent (20%) of its free reserves or ten percent (10%) of the capital of the company that it joins and that the total participation does not exceed the value of the Company's free reserves subject to advising the ordinary general assembly accordingly at its first meeting following such disposition. Article (05) Company Head Office: Head office of the Company shall be located in the city of Riyadh, Kingdom of Saudi Arabia. However, the Board of Directors may establish other branches, offices or agencies of the Company within the Kingdom or abroad. Article (06) Term of the Company: Term of the company shall be ninety-nine (99) Gregorian calendar years commencing from the date of issuance of a Resolution of the Minister of Commerce to announce its incorporation. Term of the Company may be extended for similar or shorter terms based on a decision of an extraordinary general assembly within a minimum of one (1) year prior to the completion of its initial term.

4 CHAPTER TWO CAPITAL AND SHARES Article (07) The capital of the Company shall be (3,666,666,660) Saudi Riyals, divided into three hundred sixty-six million six hundred sixty-six thousand and six hundred sixty-six (366,666,666) shares of equal nominal cash value of ten (10) Saudi Riyals each. These shares are all ordinary shares of cash value. Article (08) The founding shareholders have subscribed in the Company's three hundred sixty-six million six hundred sixty-six thousand and six hundred sixty-six (366,666,666) shares and paid their value in full. Article (09) In the event of default on part of a shareholder in the payment of the value of his share in a timely manner, the Board of Directors may advise him to pay such amount through serving him a notice by registered mail at his address as stated in the register of shareholders, or, otherwise, such share may be sold in a public auction. However, a defaulting shareholder shall have the right to pay the due amount until the specified date of auction in addition to refunding the expenses sustained by the Company in this regard. In this case, the Company shall recover the amounts due to it from the proceeds of sale and the balance shall be returned to the respective shareholder. However, if the proceeds of sale were not sufficient to cover Company dues, the Company may recover the balance from all other funds of the shareholder. Additionally, a sold share shall be cancelled and the buyer shall receive a new share that carries the same serial number of the cancelled share and the new share shall be endorsed and recorded in the register of shares. Article (10): Shares shall be at par value and may not be issued at less than their par value but may be issued at a premium, and in the latter case, the

5 difference in value shall be added to the statutory reserve even if it reaches its maximum level. A share shall also be indivisible vis-à-vis the Company. In the event that a share is owned by more than one person, they have to select one of them as their representative in exercising the rights of disposition of such share. However, these persons shall be held jointly accountable with regard to the obligations associated with the ownership of the respective share. Article (11): Company shares shall be negotiable following the issuance of their respective certificates. However, as an exception to the foregoing, shares issued against in-kind contributions or cash shares subscribed by founders may not be negotiated before the publication of the balance sheet and profit and loss account of the Company for two consecutive complete fiscal years, each of which shall be no less than twelve months from the date of Company incorporation. These provisions shall apply to the founding shareholders' subscriptions in the event of capital increase prior to the lapse of the referenced restriction period and for the duration of the remaining portion of this period. Such issues shall be endorsed to indicate their type, date of company incorporation and the period of effective restriction on their negotiation. However, during this restriction period, title of such cash shares may be transferred in accordance with the terms and conditions of sale of equities from one founding shareholder to another, or to members of the Board of Directors to be submitted as security to the management or from successors of a deceased founding shareholder to third parties. Article (12): Nominal shares may be negotiated through recording in the register of shareholders. This register shall indicate names of shareholders, their nationalities, professions, places of residence and addresses, serial numbers of shares and the paid portion of shares. Such information shall be recorded on each share that needs to be endorsed for negotiation. Transfer of title in the share subject of

6 negotiation vis-à-vis the Company or third parties shall be valid only from the date of its recording in the said register or processing with such transfer of title through the Share Information Automated System. Subscription or ownership of shares implies an acceptance on part of the shareholder of the Company s articles of association and commitment to comply with the resolutions issued by the general assemblies of shareholders in accordance with the provisions of these articles of association, whether attended or not and whether he approved or disapproved such resolutions. Article (13): Share certificates shall be issued by the Company with serial numbers and shall be signed by the Chairman of the Company s Board of Directors or a designated director and sealed with the Company s seal. Each such share certificate shall specifically contain the number and date of the ministerial resolution promulgating the incorporation of the Company, amount of capital, and number of shares to which such capital has been distributed, par value and paid portion of share, summary of Company objectives, head office and term. Shares may have coupons with serial numbers and carrying the numbers of the shares to which they would be attached. Article (14): Having determined the economic feasibility whereof, and having secured the approval of competent authorities, an Extraordinary General Assembly may decide to increase the Company's capital one or more times, provided however, that the initial capital has been fully paid and provisions of the Companies Act have been fulfilled. Such a decision shall determine the method of capital increase and shareholders shall have the priority of subscribing in the new cash issues of shares. For this reason, shareholders shall be notified of the decision to increase Company capital and their priority in subscribing in the new cash issue and conditions related thereto. Such decision shall be published in one of the local daily newspapers. A shareholder shall have the right to express his interest in exercising his right in such priority to own the new issues of shares within fifteen (15) days from the date of publication of the relevant announcement.

7 New issues of shares shall be distributed to the original (founding) shareholders proportionate to their original shareholdings, provided however, that the number of shares they acquire of the new issue shall not exceed the number in which they have subscribed. The remaining shares, if any, shall be offered for public subscription. Article (15): A. Based on reasonable causes and subject to the approval of the Minister of Commerce, an Extraordinary General Assembly may decide to decrease the Company's capital if found to be exceeding its need or if the Company has sustained losses. Such decision shall not be issued until after the presentation of the auditor s report that delineates the reasons which call for such decrease and the obligations of the Company as well as the impact of such decrease thereto and compliance of such decrease with the provisions of the Companies Act. The decision shall state the method of capital decrease. In the event that such decrease of Company capital is a result of surplus capital which exceeds Company s needs, creditors shall be called to express their objection to such decrease within sixty (60) days of the date of publication of the decision of decrease in one or more local daily newspapers that are in circulation in the same city where the Company head office is located. In the event of objection by any creditor who files relevant documentation with the Company within the stated deadline, the Company shall pay him his debt if it is found to have accrued for payment or provide him with sufficient guarantee to pay such debt upon its date of maturity if it hasn t accrued for payment yet. B. The Company may issue any type of negotiable debt instruments, such as bonds or debentures (sukuk) within the Kingdom of Saudi Arabia or abroad, in accordance with the applicable laws, regulations and rules. An ordinary general assembly may decide to authorize the Board of Directors to issue such debt instruments, including bonds or debentures (sukuk), whether in one part or several parts or through a series of issues under one or more schemes to be established by the Board of Directors from time to time, all at the times and in the

8 amounts as well as terms and conditions duly approved by the Board of Directors of the Company, which shall have the right to take all measures necessary for their issuance. Article (16): Chapter Three Board of Directors The affairs of the Company shall be managed by a Board of Directors consisting of eleven (11) members who shall be appointed by the Ordinary General Assembly for a term of office not exceeding three (3) years. As an exception to the foregoing, the term in office of the first Board of Directors shall be five (5) years commencing from the date of issuance of a ministerial resolution to promulgate the incorporation of the Company. Article (17): A director of the Board of Directors shall be a holder of Company shares the par value of which shall be no less than ten thousand Saudi Riyals. Within thirty (30) days of the date of appointment of the director, these shares shall be deposited with one of the banks to be determined by HE the Minister of Commerce for this purpose. These shares shall be specifically maintained as a security to cover the accountability of members of the Board of Directors and shall not be subject to negotiation until the lapse of the deadline for hearing any accountability lawsuit as stipulated in clause (76) of the Companies Act or until such lawsuit has been settled. In the event that such security shares are not deposited within the stated deadline, his membership shall be rendered invalid. Article (18): Membership in the Board of Directors shall be terminated with the completion of the term in office of the respective director or termination of the validity of his membership pursuant to applicable regulations or rules in Saudi Arabia. In the event that the post of a given director becomes vacant during the valid term of the Board, the

9 Board of Directors may temporarily appoint a substitute director, provided, however, that such an appointment shall be submitted to the first meeting of the Ordinary General Assembly in order to approve the nominated substitute director who would complete the term of his predecessor. However, should the number of Board members go below the stated quorum, an Ordinary General Assembly shall be called for a meeting as soon as possible in order to appoint the required number of directors. Article (19) The Board of Directors shall appoint one of its members as a chairman and may also appoint a managing director. No director may be appointed as both board chairman and managing director. A resolution of the Board of Directors shall determine the powers and authorities of both the Chairman of the Board and the Managing Director. Chairman of the Board or his designated representative shall exclusively represent the Company in its relations with third parties and before judicial authorities and shall appoint an attorney to plead and defend the Company. Both the Chairman of the Board of Directors and the Managing Director shall have the right to sign memoranda of association of companies in which the company participates as well as other contracts, deeds and declarations of any type before notary public offices or other official bodies. The Board of Directors shall also appoint a Board member or non-board member as secretary of the Board. The Board of Directors shall determine the powers and remuneration of the secretary. Term in office of the Chairman, Managing Director and Board Secretary who is also a Board member shall not exceed the stated term in office for each of them in the Board and they may be reappointed in office for more than one term. The Board may appoint a General Manager of the Company who may be a Board member or a non-board member. A managing director may also hold the post of a General Manager of the Company. In the decision of his appointment, the Board of Directors shall determine the General Manager's powers, authorities, functions, remunerations and term in office.

10 Article (20): Without prejudice to the stated powers of the General Assembly, the Board of Directors shall enjoy the widest powers in managing the affairs of the Company and disposing of its assets, property and real estates. In this regard, the Board of Directors shall have the right to purchase, accept the purchase and pay the price, mortgage and dis-mortgage, sell, convey, receive the price and deliver the sold item. Minutes of the Board of Directors meeting and facts taken into consideration in deciding with regard to disposition of Company assets, property and other real estates shall take the following conditions into consideration: 1) The Board shall set out the reasons and justifications for the sale decision; 2) The sale price shall be close to the sale price of like items; 3) The sale shall be a spot sale transaction except in cases of expediency and with sufficient securities; 4) Such disposition shall not result in the suspension of certain Company activities or encumbering it with extra obligations. The Board of Directors shall also be entitled to enter into loan agreements of any term with government funds and financing institutions and commercial loans for terms not exceeding the stated term of the Company, with due consideration to the following terms and conditions that govern loans exceeding a term of three (3) years: 1) The Board of Directors shall specify in its decision the applications of the loan's funds and the method of its repayment; 2) Terms and conditions of the loan and securities provided shall not involve any damage to the Company, shareholders and general warranties of Company creditors. The Board of Directors shall also have the right of reconciliation, assignment, contracting, entering into commitments or being bound in the name of the Company and on its behalf. The Board of Directors shall also carry out any acts and dispositions that would assist in achieving the Company's stated objectives. In cases that it deems appropriate, the Board of Directors shall have the right to discharge Company debtors of their obligations if such discharge

11 serves the interest of the Company, provided, however, that minutes of the Board and merits of its decisions whereof shall take the following terms and conditions into consideration: 1) Discharge shall take place after the lapse of a minimum of one full year from the incurrence of the debt; 2) Discharge shall be for an amount that represents a maximum limit per debtor each year; 3) Discharge shall be the sole right of the Board and shall not be subject to delegation. Additionally, the Board of Directors shall have the power to offer financial support, guarantees, mortgage and warranties in any manner or percentage (including the imposition, acceptance of mortgage and dis-mortgage, seizure, and issuance and signing of documents and warranties) related to support and guarantee of Company business or obligations and those of its subsidiary companies and affiliates. The Board of Directors may also authorize one or more of its members or third parties to act on its behalf within the limits of the stated authorities of the Board. Article (21): Remuneration of the Board of Directors shall be determined in accordance with the provisions of clause 42/4 and within the limits determined by the Companies Act and any complementary regulations, decisions or directives. Report of the Board of Directors to the ordinary general assembly shall contain a comprehensive statement of the funds received by members of the Board of Directors in the course of the subject fiscal year, including salaries, share of dividends, allowances for attending Board and other meetings, reimbursable expenses and other benefits. The said report shall also contain a statement of the amounts received by Board members in their capacities as employees or managers or for rendering technical, managerial or advisory services that have been carried out with the prior approval of the Company's General Assembly.

12 Article (22): The Board of Directors shall convene at the Company's head office upon a call of its Chairman. Chairman of the Board shall also call for a meeting of the Board at any time upon the request of two Board members. The Board may convene outside the Company's head office under certain circumstances, subject to the unanimous approval of Board members. Article (23): A Board meeting shall not be considered as valid unless it is attended by a minimum of six (6) members personally or by proxy. In the event that a member of the Board of Directors appoints a proxy to attend Board meetings on his behalf, such proxy shall be made in line with the following controls: A. A Board member shall not represent more than one other member in attending the same meeting; B. A proxy shall be granted in writing; C. A proxy shall not be allowed to vote on decisions that proxy grantor is prohibited from voting. Article (24): Board decisions shall be passed by the majority vote of attending members. However, in the event of equal votes, the party with the casting vote of the Chairman or his designated representative shall prevail. Deliberations and decisions of the Board shall be recorded in the form of minutes to be kept in a special register to be signed by Chairman and Secretary of the Board. The Board may not issue decisions that are circulated to individual members separately except in contingencies and subject to the written unanimous approval of Board members and such decisions shall be presented to the Board at its first subsequent session.

13 Chapter Four General Assembly of Shareholders Article (25): A properly constiuted General Assembly shall represent all shareholders and shall convene in the city where the head office of the Company is located. Any subscriber, regardless of the number of shares that he holds, shall have the right to attend the constituent general assembly either personally or by proxy on behalf of other subscribers. Each subscriber who holds a minimum of 20 shares shall have the right to attend general assembly meetings. Each shareholder may appoint another shareholder other than a member of the Board of Directors as a proxy to attend general assembly meetings on his behalf. Article (26): The Constituent General Assembly shall be in charge of the following matters: 1) Verify full subscription in capital, fulfillment of the minimum capital requirements and in the accrued limit of the value of shares in accordance with the provisions of these articles of association and the Companies Act. 2) Prepare the final draft of the Company's by-laws. However, no substantial changes to these articles of association shall be made without the approval of all attending subscribers duly represented therein. 3) Appoint members of the first Board of Directors of the Company. 4) Appoint the first auditors of the Company and determine their fees. 5) Deliberate the founders' report on activities and expenses necessitated in the course of incorporation. To be considered valid, the constituent general assembly shall be attended by the number of shareholders who represent a minimum of one-half of the total capital. Each subscriber attending a meeting of

14 the constituent general assembly shall have the right to cast one vote for each share in which he has subscribed personally or by proxy. Article (27): Notwithstanding the matters that fall within the jurisdiction of the extraordinary general assembly, the ordinary general assembly shall be in charge of all matters related to the Company. The ordinary general assembly shall convene at least once a year within the following six (6) months from the close of the fiscal year of the Company. Additional ordinary general assembly meetings may be called for as necessary. Article (28): An extraordinary general assembly shall be authorized to amend the articles of association of the Company, excluding those provisions that are not subject to amendment pursuant to the provisions of applicable laws and regulations. The extraordinary general assembly shall also resolve with regard to matters that fall within the jurisdiction of the ordinary general assembly under the same conditions and circumstances that are deemed appropriate for the latter assembly. Article (29): General assemblies of shareholders shall convene upon call from the Board of Directors. The Board of Directors shall call for an ordinary general assembly meeting upon the request of the auditor or a number of shareholders who represent a minimum of five percent (5%) of the Company s capital. A call for general assembly meeting shall be published in the official gazette and in a minimum of one daily newspaper in circulation in the city where the head office of the Company is located, within a minimum of twenty-five (25) days from the stated deadline of the meeting. Such call shall also include the agenda of the meeting. A copy of the call and the agenda shall also be forwarded to the Directorate General of Companies of the Ministry of Commerce within the stated deadline for their publication.

15 Article (30): Upon holding a general assembly meeting, a roster shall be prepared of the names of attending shareholders or their proxies, their places of domicile, number of shares held by each of them personally or by proxy and the number of votes allocated for those shares. All parties concerned shall have the right to be acquainted with this roster. Article (31): An ordinary general assembly meeting shall be considered valid when attended by shareholders who represent a minimum of one half of the Company s capital. However, if such quorum is not satisfied during the first meeting, a call shall be served for a second meeting with the same conditions duly stipulated under article (29) of these articles of association within thirty (30) days following the stated date of the first meeting and such second meeting shall be deemed as valid regardless of the number of shares represented therein. Article (32): An extraordinary general assembly meeting shall not be considered as valid unless it is attended by shareholders who represent a minimum of one half of the Company's capital. However, if such quorum is not satisfied during the first meeting, a call shall be served for a second meeting with the same conditions duly stipulated under the aforementioned article of these articles of association and such second meeting shall be deemed as valid when attended by shareholders who represent a minimum of one fourth of the Company's capital. Article (33): Each subscriber shall cast one vote for each share that he holds or represents in the constituent general assembly. Votes cast in all ordinary and extraordinary general assembly meetings shall be calculated based on one vote per share. However, no shareholder, personally or by proxy or both, shall have a number of votes that exceed twenty percent (20%) of the total number of the company s

16 capital shares with regard to voting on decisions of the ordinary and extraordinary general assemblies related to the appointment and discharge of Board members, auditors or amendment of the Company's articles of association. Article (34): Decisions are passed at the constituent assembly by the absolute majority of shares represented therein. However, if these decisions are related to the valuation of in-kind shares or special benefits, it would be imperative to secure the approval of the majority of subscribers in cash shares that represent two thirds of the said shares excluding in-kind share subscriptions or beneficiaries from the special benefits who shall not have an opinion in such decisions even if they were holders of cash shares. Decisions of the ordinary general assembly shall be adopted by the absolute majority of shares represented in the meeting. Decisions of the extraordinary general assembly shall be adopted by a majority of two thirds of the shares represented in the meeting, unless such decisions are related to increasing or decreasing the capital of the Company, extending its term or its dissolution prior to the maturity of its term as stipulated in its articles of association or merging with another Company or corporation, in which case the decision shall be valid only if passed by a majority of three quarters of the shares duly represented in the meeting. Article (35): Each shareholder shall have the right to participate in the discussions and deliberations of items on the agenda of the general assembly and to address their inquiries to members of the Board of Directors and the auditor. Members of the Board or the auditor shall respond to inquiries of the shareholders to the extent that does not jeopardize the interests of the Company. In the event that a shareholder is of the opinion that any response to any given inquiry is not convincing, he shall refer the issue for arbitration by the general assembly whose decision in this regard shall be deemed to have full force and effect.

17 Article (36): A general assembly meeting shall be chaired by Chairman of the Board of Directors or a designated member of the Board who shall be delegated by the Chairman of the Board in the event of his absence. Chairman of the general assembly meeting shall appoint a secretary of the meeting and one vote collector. Minutes of the meeting shall be prepared and shall contain a list of names of attending shareholders, whether personally or by proxy, number of shares that they represent, and the number of votes assigned for these shares, decisions adopted, number of votes that approved or disapproved each such decision and a comprehensive summary of discussions held during the meeting. Following each such meeting, these minutes shall be recorded in a systematic manner in a special register to be signed by the chairman of the respective general assembly, secretary and vote collector. Article (37): Chapter Five Auditors An ordinary general assembly shall appoint one or more auditors who shall be certified public accountants duly licensed to practice in the Kingdom of Saudi Arabia, and shall determine their fees and term of appointment annually. The ordinary general assembly may also reappoint this auditor. Article (38): The auditor of Company accounts shall, at all times, have the right to inspect Company books of account and records and other relevant documentation. In this regard, the auditor shall have the right to request information and clarifications that they deem necessary to obtain. He shall also have the right to verify the assets and liabilities of the Company. The auditor of Company accounts shall submit to the annual general assembly a report incorporating his opinion with regard to the Company s position relating to enabling him have access to the requested information and receiving the requested clarifications; highlighting any breach or violation to the provisions of

18 Companies Act and his opinion on the fair representation of Company accounts to its actual financial position. Article (39): Chapter Six Company Accounts and Dividend Distribution The fiscal year of the Company shall commence on the first day of January and end on the 31 st. of December of each calendar year. However, the first fiscal year of the Company shall cover the period commencing from the date of decision that promulgates the incorporation of the Company and ends on the 31 st of December of the following calendar year. Article (40): At the close of each fiscal year, the Board of Directors shall prepare an inventory of corporate assets and liabilities as at that date. The Board shall also prepare a balance sheet, profit and loss account and a (management) report on the activities of the Company, its financial position for the closing fiscal year and the proposed method of dividend distribution. This shall be done within a minimum of sixty (60) days of the date of ordinary general assembly meeting. These documents shall be put at the disposal of the auditor within a minimum of fifty-five (55) days from the date of general assembly meeting. These documents shall also be signed by the Chairman of the Board of Directors with copies to be kept at the Company s head office at the disposal of shareholders who shall be allowed access to these documents within a minimum of twenty-five (25) days of the date of General Assembly meeting. The Chairman of the Board of Directors shall also publish the Company s balance sheet, profit and loss account and a comprehensive summary of the management report as well as the full text of the auditors report in a local newspaper in circulation in the town where the Company head office is located. Copies of these documents shall also be forwarded to the Directorate General of Companies within a minimum of twenty-five (25) days from the date of General Assembly meeting.

19 Article (41): I. The Company s annual net profits, after deduction of all overhead expenses and other costs, shall be distributed as follows: 1. Ten percent (10%) of the net profits shall be earmarked to form the statutory reserve. The ordinary general assembly may stop such allocation or reduce its rate when the total sum of such statutory reserve becomes equal to one half of the Company's capital; 2. Based on a recommendation of the Board of Directors, the ordinary general assembly may earmark a certain percentage of the net profits to form a contingency reserve that would be allocated to serve a given purpose or purposes; 3. From the remaining profits, a dividend distribution of a minimum 5% (five percent) of the Company's paid up capital shall be made to the shareholders. 4. Of the remaining sum, a percentage not exceeding 10% shall be allocated as remuneration to the Board of Directors and the balance shall be distributed to shareholders as additional dividend. II. The Company may distribute dividends to its shareholders on a periodic quarterly basis if its financial position so permits, provided, however, that the Company shall comply with the conditions, controls and circulars issued in this regard by the Ministry of Commerce and Industry. Article (42): Dividends shall be distributed to shareholders at the place and dates to be determined by the Board of Directors in accordance with the applicable guidelines of the Ministry of Commerce. Article (43): If accumulated losses of the Company reach three quarters of its capital, members of the Board of Directors shall call for a meeting of

20 an extraordinary general assembly to consider the possibility of the Company's continuing in business as a going concern or its dissolution prior to the completion of its term as stated in Article (6) of these articles of association. Under all circumstances, decision of the general assembly shall be published in the official gazette. Article (44): Chapter Seven Disputes Each shareholder shall have the right to institute liability lawsuit proceedings with the Company against members of its Board of Directors in the event that any error on their part has inflicted a specific damage on him, provided, however, that the Company s right to institute such proceedings shall always prevail. Additionally, the shareholder concerned shall serve the Company a written notice of his intent to proceed with such a lawsuit. Article (45): Chapter Eight Dissolution and Liquidation of the Company If the accumulated losses of the Company reach three quarters of its capital, members of the Board of Directors shall call for an extraordinary general assembly meeting to deliberate the possibility of continuity of the Company as a going concern or its dissolution prior to the completion of its term. Under all circumstances, such a decision shall be published in the official gazette. In the event of dissolution of the Company prior to the completion of its stated term, an extraordinary general assembly, upon the recommendation of the Board of Directors, shall determine the method of Company liquidation and shall appoint one or more liquidators and determine their authorities and fees. The Board of Directors shall be discharged of its powers and authorities upon termination of the Company. However, the Board shall continue to manage the affairs of the Company until a liquidator is appointed. Powers of the management of the Company shall be maintained to the extent that they do not

21 contradict with the powers and authorities of the appointed liquidators. Article (46): Chapter Nine Final Provisions The provisions of the Companies Act shall be applied to any terms and conditions which are not covered by these articles of association. Article (47): These articles of association shall be filed with the competent authorities and shall be published in accordance with the provisions of the Companies Act.