لشركة رأس الخيمة الوطنية للتأمين شركة مساهمة عامة

Transcription

1 Articles of Associations of Ras Al Khaimah National Insurance Company PSC Preamble النظام األساسي لشركة رأس الخيمة الوطنية للتأمين شركة مساهمة عامة Ras Al Khaimah National Insurance Company has been incorporated as Public Joint Stock Company in the Emirate of Ras Al Khaimah, United Arab Emirates, based on the approvals of the competent authorities, the trade license No dated 29 April 1978 issued by the Department of Economic Development, the the Emiri Decree No 20/76 issued by HH Ruler of The Emirate of Ras Al Khaimah, establishing the company and in compliance with the Federation Law 8 of 1984 concerning Commercial Companies, as amended Whereas, the Federal Law No. 2 of 2015 concerning Commercial Companies issued on 25 March 2015 stipulates that the Federation Law 8 of 1984 concerning Commercial Companies, as amended, shall be revoked, and that the existing Public Joint Companies shall amend their Articles of Association in compliance with the provisions thereof, therefore the Company s General Meeting was held on / / and it decided to amend the provisions of the Company s Articles of Association in compliance with the Federal Law No. 2 of 2015 concerning Commercial Companies, as follows: Part 1 Article (1) Definitions In these Articles of Association, the following terms and expressions shall have the meanings ascribed thereto hereunder, unless the context otherwise requires: UAE : United Arab Emirates 1 Commercial Companies Law : Federal Law No. 2 of 2015 concerning Commercial Companies, as amended

2 SCA : Securities and Commodities Authority Competent Authority : Department of Economic Development in the relevant Emirate Stock Exchange : The Stock Exchange licensed in the UAE by SCA and in which the Company is listed Founder : Every person who signs the Company s Memorandum of Association and owns a percentage of the cash capital or submits shares in kind upon the incorporation of the Company Board of Directors : The Company s Board of Directors Governance Rules : The Rules that achieve corporate compliance in the relations and management in the Company as per the international standards and criteria by determining the responsibilities and duties of the Directors and CEO of the Company, taking into account the protection of shareholders equity and stockholders. Special Resolution : The resolution unanimously issued by the Shareholders who hold at least three quarters of the shares represented in the Company s general Meeting. Accumulative Voting : Every Shareholder shall have a number of votes equaling the number of shares it holds, and Shareholder may use such votes in favor of one Director or distribute such votes to a number of nominees, provided that the number of votes given to the nominees shall not exceed the number of its own shares in any way. Conflict of Interest : The status in which there is no bias as to resolutions due to a material or immaterial personal interest to the extent that there will be contradiction between the interests of the relevant parties and the Company s interests as a whole or the case in which a person exploits his professional or official capacity to gain person benefit. Control : The ability to directly or indirectly affect or control the appointment of majority Directors or the resolution issued by the Board of Directors or the General Meeting, by holding a percentage of shares or making another agreement or arrangement leading to the same effect.

3 Related Parties : Board Chairman, Directors and Top Executive Management Members of the Company and the companies in which any of these persons has a controlling share, mother companies, affiliate, sister or allied company. Relatives of Board Chairman, Directors and Top Executive Management Members up to the first degree. The normal or legal person that was, during the year preceding the year of transaction, a holder of 10% of more of the Company s shares or a Director in the Company, its Mother Company or affiliates. The person who controls the Company. 90 Article (2) Name of the Company 2 The name of this company shall be Ras Al Khaimah National Insurance Company PSC, a Public Joint-Stock Company (referred to hereinafter as the "Company"). Article (3) Head Office of the Company 3 The head office of the Company and its legal place of business will be in the Emirate of Ras Al Khaimah, United Arab Emirates. The Board of Directors may establish branches and offices inside and outside the United Arab Emirates. Article (4) Term of the Company The Term of this Company is (99) calendar years commencing on the date of registration in the commercial register. Thereafter, the Term of the Company shall be automatically renewed for similar consecutive terms unless a Special Resolution of the Extraordinary General Meeting is issued to amend such Term or dissolve the Company Article (5) Objectives of the Company 5 The objects of the company shall be under the laws and resolutions applicable in the United Arab Emirates.

4 The objects of the Company are as follows: Engaging in all businesses regarding insurance and reinsurance, especially business included in insurance divisions mentioned below, in the United Arab Emirates, Gulf Cooperation Council Countries and other Arab Countries. 1. Insurance and reinsurance of the processes in which execution is related to duration of human life, disability and senility Insurance and reinsurance of the processes related to children and spouses Processes of the formation of funds, which include or do not include insurance resulting from life perils, through agreements under which the Company undertakes to pay a value or specific set of values on a specific date, by way of drawing, such as drawing in a lottery, against an instalment or periodical instalments. 4. Insurance and reinsurance processes against damages resulting from perils of fire, earthquakes, hurricanes, winds, cyclones, lightening, explosions, disorders, revolutions, falling of planes or other spaceships and any damages included herein or resulting therefrom. 5. Insurance and reinsurance processes against damages resulting from perils of transport, insurance of bodies of Marine ships and spaceship, including all damage herein or resulting therefrom. 6. Insurance and reinsurance processes against damages resulting from all accidents, civil liability, vehicles, industrial accidents, personal accidents, diseases, theft, breach of confidentiality, insurance of loans or any damages resulting therefrom, including any risks not clearly specified in the Articles herein The Company may also carry out all the operations related to its subject matter and shall have full discretion to invest all divisions of insurance or any part thereof.

5 The Company will perform those transactions, whether through their own means, by establishing, extending the same or representing them in companies, unions or associations of any types. This may include an establishment under construction for which this Company may provide any capital and in which it may subscribe or get any interests. Generally, the Company may enter into any direct or indirect partnership and may perform those transactions for its own account or for account of third parties. The Company shall have an interest or participate in whatever manner with any other firms or companies practicing works similar to those of the Company, which may help it, achieve its Object inside or outside the United Arab Emirates. Moreover, the Company may purchase those firms or companies or affiliate them to it and may own properties and invest in its funds, as it deems necessary. The Company may carry on any other business or activity, or to enter into any contracts and take all other legal, commercial, financial and administrative acts which may seem to the Board of Directors capable of being advantageously carried on in connection or conjunction with or as ancillary to any of the foregoing businesses or which the Board of Directors may consider expedient with a view to rendering profitable or more profitable or enhancing directly or indirectly the value of the Company s undertaking or any of its property or assets, and to do all such other things as the Board of Directors may consider incidental or conducive to the attainment of the Company s objects. To achieve the objects of the Company as provided for in Article (4) above, the Company may: 4 1- Own such movable and immovable property and the rights and privileges attached thereto as shall allow the Company to perform its activities, to provide any services related to such activities or resulting therefrom, and to keep and dispose of the same by way of any transactions lawfully permitted; 1 2. Execute and enter into any transactions or contracts deemed necessary or appropriate for the purpose of achieving its objects; 2

6 3. Acquire all kinds of patents, trademarks, certificates, privileges, and other forms of intellectual property as the Company in any lawful manner may consider necessary for its business, and to use, trade, and dispose of the same; 4. Carry on insurance activities on behalf of any person or company conducting similar business activities to the business activities of the Company; and 5. Establish all kinds of companies and participate in productive projects by subscribing for shares in or by supporting in any manner such projects, and the Company may have an interest in or may participate in any manner with, other authorities or companies carrying on similar activities to that of the Company or that which may assist the Company in achieving its objects inside or outside the UAE and the Company may acquire such authorities or companies and may merge with the same The Company may have an interest or participate in any way with other companies, establishments and entities inside or outside the UAE, as long as such companies, establishments and entities carry on similar business. The Company may not carry on any activity for which a license is required from the Supervisory Entity inside or outside the UAE, unless such license is obtained from such entity and a copy of such license is submitted to the SCA and the Competent Authority. Part 2 Capital of the Company Article (6) Issued Capital Issued Capital of the Company has been set at (AED. 110,000,000 (one hundred and ten million Dirhams)), divided into 110,000,000 share, of (AED 1 /share). All shares of the company are of the same class and equal as to rights and obligations

7 Article (7) Shareholding All shares of the company are nominal and, during the Term of the Company, the contribution of the United Arab Emirates citizens shall not, at any time, be less than (75%) of the capital, and non-uae citizen s contribution shall not exceed (25%) of the capital. Article (8) Shareholder s Obligation towards the Company The shareholders shall only be responsible for any liabilities or losses in pro rata to their own shares in the Company Article (9) Abidance by the Articles of Association and General Meeting s Resolutions Holding shares in the Company means that the Shareholder accepts the Company s Articles of Association and general Meetings resolutions. The Shareholder may not request redeeming the Capital.. 9 Article (10) Indivisibility of the Share The Company s shares are indivisible ones. However, if the share is transferred to several heirs or owned by several persons, they shall elect one of them to represent them before the Company. All these persons shall be jointly liable for the obligations arising out of share ownership. If they fail to elect their representative, any one of them may recourse to the court of jurisdiction to appoint him and a notice of the court s decision to be taken in this regard shall be given to the Company and the Stock Exchange. 11 Article (11) Ownership of the Share Each share provides its respective shareholder with an equal right to a share of the Company s assets at the time of liquidation and a share of profits as illustrated hereinafter and to attend General Meetings and vote on any of its proposed resolutions. 11

8 Article (12) Disposal of Shares The Company shall comply with the laws, rules and regulations in force in the Stock Exchange in which the Company is listed, including the laws, rules and regulations that relate to issuance and registration of the Company s shares or their transfer, trading, mortgaging or encumbering the shares. No transfer, disposal, mortgage of the shares shall, in any way, be registered, if such transfer, disposal or mortgage violates the provisions of these Articles of Associations, regulations or rules to be issued by the Board of Directors in this regard. Article (13) Heirs or Creditors of the Shareholder Heirs or creditors of a shareholder, may not, for any reason whatsoever, stamp any of the books or properties of the Company nor require that they be distributed or sold as a whole because of the impossibility of division, nor can they interfere in any manner whatsoever in the management of the Company, and upon the exercise by them of their rights they must rely on the inventories of the Company, its final accounts, and the resolutions of the General Meeting. Article (14) Increase or Decrease of the Capital a. Subject to the approval of the SCA and the Competent Authority, the capital of the Company may be increased by issuing new shares at the same nominal value as the original shares or adding a share premium to the nominal value. Moreover, capital of the Company may be reduced b. It shall not be permissible to issue new shares at less than their nominal value, and if they are issued at a great value, the difference shall be added to the legal reserve even if such reserve thereby went beyond the half capital of the company. c. An increase or reduction in the share capital shall be made by a Special Resolution of the General Meeting of the shareholders and in accordance with a proposal of the Board of Directors. In both cases, and after the report of the auditor has been heard in the case of any reduction, and provided that in the event of increasing the capital, the amount of such increase as well as

9 the share issuance price shall be stated, and, in the event of a reduction, the amount thereof and the manner of its implementation shall be stated. d. The existing shareholders shall have the priority right to subscribe to the new shares. Such subscription shall be governed by the same rules applied to the original shares. The following shall be excepted from the priority right to subscribe to the new shares: 1. Joining of a strategic partner will lead to benefits for the Company and increase its profits. 2. Converting the cash debts due and payable to the Federal and Local Governments as well as the UAE Public Authorities, Establishments, banks and financing companies into shares in the Company s capital. 3. The plan of motivating the Company s staff through creating a plan aiming to motivation for excellent performance and increase of the Company s profits, i.e. employee stock option. 4. Converting the debentures or sukuk issued by the Company into shares. In all cases mentioned hereinabove, the SCA s approvals shall be obtained and SCA s requirements and rules issued in this regard shall be met. Article (15) Shareholder s Right to Review the Company s Books and Documents Shareholder has the right to review the Company s books and documents as well as any documents or instruments related to a transaction made by the Company with any Related Party based on the Board of Directors approval or the general Meeting s resolution. 15 Part 3 Loan Debentures Article (16) Issuance of the Loan Debentures or Sukuk Subject to a Special Resolution issued by the General Meeting and SCA s approval, the Company may resolve to issue loan debentures of any kind or Islamic Sukuk, and to determine the conditions of issue thereof, and the extent of their convertibility into shares. It is also entitled to issue a decision authorizing the Board of Directors to 16

10 determine the date of such issue, provided that such date shall not exceed one year from the date on which the authorization is approved. Article (17) Debentures or Sukuk Trading a. The Company may issue tradable debentures or sukuk, whether or not they can be converted into shares in the company on equal values for every issue. b. Debenture or suk shall be a nominal one, and no bearer debentures or sukuk may be issued. c. Debentures or sukuk issued for one loan shall give the holders thereof equal rights. Any condition to the contrary to the foregoing shall be null and void. 17 Article (18) Convertible Debentures or Sukuk No debentures or sukuk may be converted into shares, unless same is stated in agreements, documents or prospectus. If conversion is decided, holder of the debenture or suk may solely accept conversion or receiving the nominal value of the debenture or suck, unless there are agreements, documents or prospectus stipulating that such debentures or sukuk shall be converted into shares. In such case, debentures or sukuk shall be converted into shares based on the prior approval of the two parties upon the issuance thereof. 18 Part 4 Board of Directors of the Company Article (19) Company s Management a. The Company shall be managed by five (5) Board of Directors to be elected by the Shareholders General Meeting through a secret ballot b. The majority of the members of the Board of Directors including the Chairman shall be citizens of the United Arab Emirates.

11 Article (20) Term of the Board of Directors Membership a. Each member of the Board of Directors shall be appointed for a term of three (3) calendar years, and upon the expiration of such term, the Board of Directors shall be reconstituted. It shall be permissible to elect the members whose tenure have expired. b. The Board of Directors of the Company may appoint members to positions which become vacant during the year; such appointment must be presented to the General Meeting for confirmation at its first meeting in relation to those members or others. c. Except for the members appointed by the Federal or Local Government in the Company s Board of Directors under its contribution to the Company s capital as per Article 148 of the Commercial Companies Law, if, during the tenure of the Board of Directors, if vacancies are fourth or more of the members of the Board of Directors, the Board shall call the GeneralMeeting for a meeting within thirty days from the date of the last vacancy for electing the persons who will occupy such vacancies. In all cases, the new member shall complete the tenure of the previous member. d. The Company shall have a Secretary who shall not be one of the Directors Article (21) Cases of Appointing the Directors by the General Meeting As an exception of the necessity to abide by the mechanism of nomination to the membership of the Board of Directors that shall be made before the General Meeting to be held for electing the Directors as per the provisions of article 144/2 of the Commercial Companies Law, the General Meeting may appoint a number of nonshareholders- experts in the Board of Directors, provided that same shall not exceed one third of the number of Directors set forth in the Articles of Association, if: a. The required number of nominees is not available upon nomination for the Board of Directors membership, leading to the fact represented in that the number of Directors will be less than the minimum limit thereof; b. The appointment of the Directors, who were appointed to occupy the vacancies, is approved by the Board of Directors; or

12 c. The Directors resign during the General Meeting and a temporary Board is appointed for conducting the Company s affairs until nomination for the Board membership. Article (22) Requirements of Nomination to the Board of Directors Membership Nominee to the Board of Directors membership shall provide the Company with: CV clarifying the experience and educational qualification as well as the capacity for which he is nominated (Executive, Non-Executive or Independent); 2. An acknowledgment stating that he will comply with the Commercial Companies Law, its Executive Regulations and the Company s Articles of Association and do his best to properly and prudently perform his duties; 3. A list of the companies and establishments in which he worked or occupied the position of a Director, as well as any other work that is directly or indirectly performed by him in a manner competing with the Company; 4. An acknowledgment stating that he does not violate the provisions of article 149 of the Commercial Companies Law; 5. In case of legal person, an official letter shall be given, provided that such letter shall include the names of its nominees to the Board of Directors membership; 6. A list of the commercial companies in which he has shares and the number of his own shares; 7. A statement clarifying the number of shares that he or his nominee owns in the Company; and an acknowledgement stating that he will not sell these shares during the tenure of his position as a Board member, provided that he shall send a notice to the Stock Exchange that such shares may not, in any way, be disposed of, unless the tenure of membership expires or a resignation is submitted by him, and a letter shall be served to the SCA in this regard

13 Article (23) Election of the Board Chairman and Deputy Chairman a. The Board of Directors shall elect, from amongst its members, a Chairman and a Deputy Chairman. The Deputy Chairman shall act in the Chairman's place in the event of the Chairman's absence or in the event of an impediment to the performance of his duties. 23 b. The Board of Directors may appoint, from amongst its members, one director as Managing Director and shall specify their responsibilities and remuneration. The Board of Directors may also form, from amongst its members, one or more committees to which certain of the Board of Directors authorities may be delegated, or which may be entrusted with supervising the conduct of the Company's business and the execution of the resolutions of the Board of Directors. Article (24) Powers of the Board of Directors a. The Board of Directors shall have all the powers and rights to perform all acts and things on behalf of the Company as the Company may be permitted to do for the management of the Company, and to engage in all actions and exercise all the necessary powers to achieve its goals. Such powers and actions shall not be limited except as specified by the Commercial Companies Law or these Articles of Association for the General Meeting. b. The Board of Directors shall develop the regulations concerning the management and financial affairs, personnel affairs and their compensations, and shall also develop a regulation of arranging its duties, meetings, and the distribution of assignments and obligations. c. The Board of Directors is authorized to execute loans agreements for terms exceeding three years, sell the Company s properties or store, mortgage the Company s movable and immovable properties, discharge the Company s debtors, make reconciliation and agreement to arbitration. 24

14 Article (25) Representation of the Company a. Under the Board of Directors resolutions, the Chairman or any other member duly authorized by the Board of Directors shall individually have the right to sign on behalf of the Company. 25 b. The Chairman of the Company shall be the legal representative of the Company before courts and third parties. c. The Chairman of the Company may vest in any Director some of his powers. d. The Board of Directors may not authorize the Chairman to absolutely practice his powers. Article (26) Venue of the Board of Directors Meetings The Board of Directors shall hold its meetings at the head office of the Company or any other location to be agreed by the members of the Board of Directors. Article (27) Quorum of the Board s Meetings and the Voting on its Resolutions a. No meeting of the Board of Directors shall be valid unless attended by a majority of its members and it shall be permissible for a member of the Board of Directors to appoint another member of the Board of Directors to vote at the said meeting in which case such member shall have two (2) votes. In such case, the Director may not be represented by more than one Director, and the number of Directors who personally attend such meeting shall not be less than half of the Directors number. b. Voting may not be made by communication, and the proxy of a Director shall vote on behalf of the absentee Director as per the provisions of the deed of proxy. c. Resolutions of the Board of Directors shall be adopted by a majority of the members present, in person or by proxy. In the case of a tie, the Chairman or his deputy shall have a casting vote. d. All issues discussed and passed resolutions shall be recorded in the minutes of the meetings of the Board of Directors or its committees including any reservations or dissents of the members. The minutes' drafts of the Board of Directors shall be signed by all attended members, which will be sent to the 26 27

15 members after adoption. These minutes shall be kept by the Secretary of the Board, and in case any member refrains to sign on these minutes, his objection and reasons shall be recorded within the minute. The persons who sign these minutes shall be responsible for the accuracy of information set forth therein, and the Company shall abide by SCA s instructions issued in this regard. e. Participation in the Board of Directors may be made through the latest means of technology, taking into account the procedures and rules issued by SCA in this regard. Article (28) Meetings of the Board of Directors and Call for the Meetings 1. Meeting of the Board of Directors shall be held at least 4 times during the fiscal year. 2. The meeting shall be held according to a written invitation submitted by the Board Chairman or upon a written request submitted by, at least, two Directors. Invitation shall be sent at least one week prior to the date set for the meeting and accompanied with the agenda. 3. If a Director fails to attend three consecutive meetings or five inconsecutive meetings during the tenure of the Board of Directors without any reasonable cause, the Director will be deemed to have resigned Article (29) Resolutions Taken by Circulation In addition to the Board of Directors compliance with the minimum number of its meetings set forth in article 28 hereof, the Board of Directors may issue some of its resolutions through circulation in case of emergency. Such resolutions shall be valid and enforceable as if they are issued in a duly held meeting, taking into account that: a. the cases in which the resolutions are taken through circulation shall not exceed four times per annum; b. the unanimous approval of the Board of Directors, on that the case for which a resolution shall be taken through circulation is an emergency case, is obtained; 61 29

16 c. all the Directors shall receive a written version of the resolution for approval, together with all the required documents and instruments for reference; and d. the resolutions taken through circulation shall be unanimously approved by the Board of Directors, provided that such resolutions shall be presented in the next meeting of the Board of Directors for recoding same in the meeting minutes. Article (30) Director s Participation in a Competitive Activity No Director shall, unless a prior approval is given by the General Meeting and annually renewed, participate in any activity that is competitive to the Company or practice any of the Company s businesses in his favor or in favor of a third party. Moreover, the Director may not disclose any information or data related to the Company. Otherwise, the Company will recourse against him for compensation or deem the profitable activities made by such Director as if they were made in favor of the Company. Article (31) Conflict of Interests a. If any member of the Board of Directors or the entity he represents has a joint or contradictory interest in any business or matter presented to the Board of Directors for issuing a resolution thereabout, such member shall inform the Board of Directors with such interest and shall have no right of voting in this regard b. If the member of the Board of Directors fails to inform the Board with such interest as per (a) above, the Company or any of its Shareholders may recourse to the court of jurisdiction to invalidate the relevant agreement or oblige such violating member to pay the Company any profit or benefit realized from such agreement. Article (32) Giving Loans to Directors 1. The Company may neither give loans to any Director nor submit warranties agreements or any other guarantees related to loans given to him. Any loan given to the Director s wife or any relative up to the second degree shall be a 32 9

17 loan submitted to the Director pursuant to the provisions of the Commercial Companies Law. 2. No loan shall be given to a company in which a Director, his wife, children or any of his relatives up to the second degree has more than 20% of its capital Article (33) Related Parties Trading in the Company s Securities None of Related Parties may not exploit any information, to which he has access in his capacity as a Director or an employee of the Company, for achieving an interest in his favor or in favor of any third parties irrespective of the result of the Company s securities trading or any other transactions. In addition, none of them may have direct or indirect interest with any entity doing actions affecting the prices of the securities issued by the Company. 33 Article (34) Transactions with Related Parties The Company may not transact with Related Parties, unless same is approved by the Board of Directors in relation to the transactions which value does not exceed 5% of the Company s capital, and approved by the General Meeting in relation to the transactions which value exceed such percentage. In all cases, transactions shall be evaluated by an assessor who is certified by SCA. Auditor of the Company shall insert in his report a statement clarifying the transactions having conflict of interests and the financial transactions made between the Company and any of the Related Parties as well as the actions taken therefore Article (35) Appointment of the Chief Executive Officer or General Manager The Board of Directors shall have the right to appoint a Chief Executive Officer, General Manager, several managers, or authorized representatives of the Company and to specify their powers, their employment terms, their salaries and their remuneration, and the Chief Executive Officer or General Manager of the Company may not have the same position in another public joint stock company. 35

18 Article (36) Directors Liability for the Company s Obligations a. Members of the Board of Directors shall not be personally liable for the obligations of the Company by reason of having carried out their duties as members of the Board of Directors to the extent that they do not exceed the scope of their authorities. 36 b. The Company shall abide by the acts to be made by the Board of Directors within the scope of its authorities. The Company shall be liable for compensating any damage arising out of illegal acts committed by the Chairman or Directors upon managing the Company. Article (37) Directors Liability towards the Company, Shareholders and Third Parties a. The Directors shall be liable vis-à-vis the Company, Shareholders and Third Parties in respect of all acts of deceit, misuse of the authority granted to them, any breach of the Commercial Companies Law and these Articles of Associations. Any provision to the contrary thereto shall be null and void. b. Liability set forth in (a) above shall be borne by all the Directors if the mistake arises out of a resolution unanimously approved. However, if the resolution, subject of the liability, is issued by the majority Directors, the objectors shall not be liable for same if they record such objection in the meeting minutes. Absent Director shall be liable for such unanimously issued resolution, unless he proves that he was not aware thereof or was aware thereof but could not object thereto. 37 Part 5 The General Meeting Article (38) General Assembly Meeting 1. The General Meeting shall be held in the Emirate of Ras Al Khaimah. Each shareholder shall have the right to attend the General Meeting of, and he shall have a number of votes equivalent to his shares. Each shareholder may authorize another person who is not a member of the Board of Directors to attend the General Meeting on his behalf. Such authorization shall be considered valid if it is confirmed by a special written proxy. Such representative shall have no more 38 2

19 than 5% of the share capital of the Company. The persons of incomplete capacity or incapable shall be represented by their legal representatives and the minors shall be represented by their legal guardians. a. Legal person may, under a resolution issued by its board of directors or suchlike, authorize one of its representatives or managers to represent it in the Company s General meetings. Such representative shall have the powers set forth in the resolution of authorization. Article (39) Announcing the Invitation to the General Meeting The invitation to the shareholders to attend the ordinary general meeting shall be made by publishing an announcement in two daily newspapers issued in Arabic and by sending registered letters at least fifteen (15) days prior to the date of the meeting. This meeting shall be under the approval of SCA. The invitation shall include the agenda of the meeting and a copy of the invitation shall be sent to SCA, the Competent Authority and the Insurance Authority of United Arab Emirates. Article (40) Invitation to the General Meeting a. The Board of Directors shall invite the General Assembly within the four months following the end of the fiscal year and wherever it deems necessary; or b. The external auditors or the shareholder(s) representing at least 20% of the capital are entitled to present to the Board of Directors a request to invite the General Assembly for serious reasons. In this case the Board of Directors shall invite the General Assembly within five (5) days of the date of the aforesaid request presentation Article (41) Powers of the Annual General Meeting The Company s Annual General Meeting shall particularly consider the following matters and take decision thereon: a. Review and approve the report of the Company's Board of Directors on the Company s activities and its financial position for the fiscal year, auditor s report and Internal Sharia Supervisory Board, if the Company practices its business in compliance with the Islamic Sharia. 41

20 b. Discuss and approve the Company's balance sheet and its profit and loss account. c. Elect members for the Board of Directors when necessary. d. Appoint the members of the Internal Sharia Supervisory Board, if the Company practices its business in compliance with the Islamic Sharia e. Appoint and determine the fees of auditors. f. Discuss and approve the Board of Directors proposals regarding the distribution of profits, whether they are cash dividends or bonus shares g. Discuss and approve the Board of Directors proposal regarding the remuneration of the Directors. h. Absolve the Company's Board members; or dismiss and sue them, as the case may be. i. Absolve or dismiss the auditors; or sue them, as the case may be. Article (42) Recording the Shareholders Attendance in the General Meeting a. Shareholders wishing to attend the general meeting should have their names registered in the electronic register prepared by the Company's management enough time before the date of the meeting. 42 b. The register shall include the name of each shareholder or his representative, owned shares, represented shares and their holders along with a power of attorney. Each shareholder or representative will be given a special card showing his own or representing votes. c. A printed conclusion of representing shares and a quorum shall be taken from this register to be annexed with the minute after it has already been signed by the meeting's Secretary, Chairman, and the company's auditor.

21 d. When the quorum is decided to be or not met by the Chairman, General Meeting attendance registration will be closed that subsequently no shareholder or his representative may have the right to register for attendance, and his voice or opinion on matter raised at that meeting will not be taken into consideration. Article (43) Register of Shareholders Register of shareholders who have the right to attend the Company s General Meeting and vote on the resolution thereof shall comply with the regulations of trading, clearing, settlement, transfer, securities keeping, and the rules applicable in the Stock Exchange in which the shares of the company are listed. 43 Article (44) Quorum of the General Meeting and Voting on its Resolutions a. The General Meeting shall consider all the matters related to the Company. No meeting of the General Meeting shall be valid unless attended by shareholders representing at least 75% of the Company's capital. If this said quorum is not met at the first meeting, an invitation shall be sent to a second meeting to be held after a period that shall not be less than five (5) days and shall not exceed fifteen (15) days from the date of the first meeting, and shall be considered duly held irrespective of the number of attendees b. Save the decision to be issued by virtue of a Special Resolution as per the provisions of article 48 hereof, decisions of the General Meeting shall be taken by a majority of the shares represented in such Meeting. Resolutions of the General Meeting shall be binding on all shareholders including absenting and dissenting members. Copy of the resolutions of the General Meeting shall be sent to the SCA, Stock Exchange in which the Company s shares are listed and the Competent Authority as per the regulations issued by SCA in this regard. 01

22 Article (45) Presidency of the General Meeting and Meeting Activities Recording a. General Meeting shall be presided by the Chairman of Board of Directors, or by his deputy, or a person appointed by the shareholders through voting in the manner to be determined by the General Meeting. The General Meeting shall appoint a Secretary for the Meeting. If the General Meeting discusses a matter related to the Chairman whoever he is, the General Meeting shall elect from amongst shareholders a Chairman during the discussion of such matter. The Chairman shall appoint a vote counter whose appointment shall be approved by the General Meeting. 45 b. Activities of the general Meeting shall be recorded in minutes including the names of attendees or representatives and the number of shares they hold or represent as well as the number of their votes, issued resolutions, the number of votes that approved or disapproved such resolutions and a sufficient summary of the discussions made in the meeting. c. The company shall regularly record the minutes of the General Meeting in a Special Register to be prepared as per the rules to be issued by the SCA. Such minutes shall be signed by the Chairman, Secretary, vote counter, and auditor. These signatories shall be responsible for the accuracy of information included in such minutes. Article (46) Method of Voting in the General Meeting The Chairman of the general Meeting shall set the method of voting, unless the General Meeting determines otherwise. If the matter is related to the election, dismissal, interrogation or appointment of the members of the Board of Directors in the cases in which such acts are permitted as per the provisions of Article 21 of these Articles of Association, voting shall be done in secret ballot

23 Article (47) Voting of the Board of Directors on the General Assembly Resolutions 47 a. Any Directors having the right to attend the general meeting may not participate in the voting in respect to issues relevant to a personal interest or a dispute arising between him and the company. b. If the Director represents a legal person, the shares of such legal person shall be excluded. Any person has the right to attend the general meeting may not participate in the ballot personally or by his representative in respect to issues relevant to a personal interest or a dispute arising between him and the company. Article (48) Issuance of the Special Resolution The General Meeting shall issue a Special Resolution to be taken by the majority votes of shareholders who hold at least three quarters of the shares represented in the General meeting of the Company in relation to the following: 48 a. Increasing or reducing the capital. b. Issuing loan debentures or sukuk. c. Submitting donations to serve the society. d. Liquidating the company or integrating it into another company. e. Selling or disposing of the project that has been done by the Company. f. Extending the Term of the Company. g. Amending the Memorandum or Articles of Association of the Company. h. In the cases requiring a Special Resolution pursuant to the provisions of the Commercial Companies Law. In all cases and as per the provisions of article 139 of the Commercial Companies Law, the Board of Directors shall obtain the prior approval from the SCA and the Competent Authority on the issuance of the Special Resolution based on which the 931

24 Memorandum and Articles of Association will be amended before referring same to the General Meeting. Article (49) Inserting an Item in the General Meeting s Agenda a. The general Meeting shall only deliberate the matters set forth in the agenda. 49 b. Notwithstanding the provisions of (a) above and in compliance with the rules to be issued by SCA in this regard, the General Meeting may: 1) discuss any serious issue discovered during the meeting; and 9 2) insert an additional item in the General Meeting s agenda as per the rules to be issued by the SCA in this regard and based on a request to be submitted by the SCA or a number of shareholders representing at least 10% of the Company s capital, and the Chairman of the General Meeting shall insert the additional item before discussing the agenda or referring the matter to the General Meeting for deciding whether or not the item shall be added Part 6 The Auditor Article (50) Appointment of the Auditor a. Based on a nomination from the Board of Directors, the Company shall have one or more auditors to be appointed by the General Meeting which shall determine their remuneration. The auditor shall be recorded with the SCA and licensed to practice his duties. b. The auditor shall be appointed for one renewable year and shall audit the accounts for the fiscal year for which he was appointed, provided that the renewal of his appointment shall not exceed three consecutive years. 51 c. The auditor shall perform his duties as of the time at which such General Meeting is adjourned until the date of the next Annual General Meeting.

25 The auditor shall: Article (51) Obligations of the Auditor 51 a. comply with the provisions set forth in the Commercial Companies Law and its executive Regulations, resolutions and circulars; b. be independent of the Company and its Board of Directors; c. not act as an auditor and partner in the Company; d. not occupy the position of Director or any technical, administrative or executive position in the Company; and e. not be a partner, or a representative of any founder of the Company, members of the Board of Directors, or a relative of them up to the second degree. Article (52) Powers of the Auditor a. The auditor of accounts shall have the right at any time to examine all of the books, records and papers of the Company and other documents, and shall have the right to request any explanations as he deems necessary in order to perform his obligations. He shall likewise have the right to verify the assets and liabilities of the Company, and if he is unable to exercise those powers he shall give a statement to that effect in writing in a report to be submitted to the Board of Directors, and if the Board of Directors does not enable him to carry out his functions, the auditor must send a copy of the report to SCA and the Competent Authority, and present it to the General Meeting. b. The auditor shall audit the Company s accounts, balance sheet and P/L account; review the Company s transactions with Related Parties and ensure the proper enforcement of the Commercial Companies Law and these Articles of Association; and submit a report about such review to the General Meeting and send a copy thereof to the SCA and the Competent Authority. When the auditor prepares his report, he shall ensure: - the correctness of the accounting registers kept by the Company; and the Company s accounts conformity to the accounting registers. -

26 c. If the auditor is unable to exercise those powers he shall give a statement to that effect in writing in a report to be submitted to the Board of Directors, and if the Board of Directors does not enable him to carry out his functions, the auditor must send a copy of the report to SCA. d. The affiliated company and its auditor shall submit the information and explanations requested by the auditor of the Holding Company s accounts for auditing purposes. Article (53) Auditor s Annual Report a. The auditor shall present to the General Meeting a report containing the particulars provided for in Article 245 of the Commercial Companies Law, and he must mention, in his report and the general balance sheet of the Company, the donations (if any) given by the Company for serving the society during the fiscal year and determine the beneficiaries of such donations. b. The auditor shall attend the General Meeting; read his report during such meeting; clarify any impediments or interferences from the Board of Directors upon performing his work; and express his opinion on everything concerning his work neutrally and independently and in particular the balance sheet, notes, accounts, company's financial position, and any committed violations. The auditor shall be responsible for the accuracy of the particulars set out in his report in his capacity as a representative of all of the shareholders, and each shareholder shall, during the General Meeting, have the right to discuss the auditor s report, and to seek his clarification on the matters contained therein. 53 Part 7 The Company's Finance Article (54) Company s Books of Accounts a. The Board of Directors must duly maintain accurate books of accounts in order to reflect a fair and accurate picture of the Company's profits or losses during the fiscal year as well as the Company s position at the end of fiscal year. Such books shall be maintained in accordance with the Commercial Companies Laws or its executive resolutions. 54

27 b. The Company shall apply the recognized international accounting standards upon preparing its interim and annual accounts; and determine the distributable profits. Article (55) Fiscal Year of the Company The fiscal year of the Company shall commence on 1 January and end on 31 December each year Article (56) Balance Sheet of the Fiscal Year The balance sheet shall be audited at least one month before the annual General Meeting. The Board of Directors shall prepare a report concerning the activities of the Company during the financial year, its financial standing as at the end of that year, and the manner in which it proposes that the net profits shall be distributed. The Board of Directors shall send a copy of the balance sheet, profit and loss statement, together with a copy of the Board of Directors report, auditor s report and governance report to the SCA along with the annual General Meeting's invitation draft to approve its announcement in the two daily newspapers fifteen (15) days before the date of the General Meeting. 56 Article (57) Voluntary Reserve for the Company s Assets Depreciation or Value Reduction The Board of Directors shall deduct from the annual net profits a percentage to be determined by the Board of Directors for the depreciation of the company's assets or for indemnifying the reduction of their values. These funds shall be dealt with according to the Board of Director's decision and shall not be distributed amongst shareholders. 57 Article (58) Distribution of Annual Profits 58 The net annual profits of the Company shall, after the deduction of all general expenses and other costs, be distributed as follows:

28 a. 10% shall be deducted to be allocated to the statutory reserve account, and such deduction shall be ceased when the total reserve reaches an amount equivalent to at least 50% of the paid up capital of the Company, and if there is a shortfall in the reserve, the deductions must resume; The remaining amount of net profit thereof shall thereafter be distributed to the shareholders or be carried forward to the next year according to the Board of Director's suggestion or be assigned to form a voluntary reserve and it shall not be allocated for any other purposes unless the Company s General Meeting decides so; b. 10% of the net profits of the ended fiscal year shall, after deducting the depreciations and reserves, also be allocated as remuneration for the Directors, and the fines imposed on the Company by the SCA or the Competent Authority due to the Board of Directors violation of the Commercial Companies Law or these Articles of Association during the ended fiscal year shall be deducted from such remuneration. The General Meeting may not wholly or partially deduct such fines, if it is clarified that such fines were not attributable to default or omission on the part of the Board of Directors; 90 Article (59) Utilization of the Voluntary and Legal Reserves Voluntary Reserve shall be utilized, pursuant to a Special Resolution, in manners that serves the interest of the Company. Statutory Reserve may not be distributed to shareholders; however, any such amount exceeding 50% of the paid-up share capital may be distributed to shareholders as dividends for the years in which the Company does not achieve net profits that are sufficient for distribution, provided that the percentage of distribution is also agreed upon by a Special Resolution. Article (60) Profits of the Shareholders Dividends shall be paid to the shareholders under the regulations, resolutions and circulars issued by the SCA in this regard