State of Qatar Ministry of Justice Department of Real Estate Registration and Notarization Notarization Section

Transcription

1 State of Qatar Ministry of Justice Department of Real Estate Registration and Notarization Notarization Section Articles of Association of Dlala brokerage And Investment Holding Company (a private Qatari shareholding company) Dlala brokerage And Investment Holding Company 1

2 State of Qatar Ministry of Justice Department of Real Estate Registration and Notarization Notarization Section First Chapter Company Establishment Article (1) This Company established as per the provisions of the article (68) of Commercial Companies Law No. (5) of 2002, and this Article of Association, as a private Qatari shareholding company, as per the following articles. Article (2) Name of the Company: Dlala brokerage And Investment Holding Company (Dlala) (a private Qatari shareholding company). Article (3) Objective of the Company: The objectives of the company are to establish companies of financial brokerage, including Islamic brokerage companies, Investment Funds and other companies. The company in order to achieve its objectives to do the following: 1- Establishment Shareholding Company owned totally or partially to the company. 2- Establishment investment funds. 3- Financial and managerial controlling on other company(s) by owing (51%) at least of its shares or quotas of that company(s). 4- Participating in management of companies which contribute in, or its own subsidiaries. 5- Invest its monies in stocks, bonds, securities and real estates and any other investments inside State of Qatar or aboard. 6- Provide necessary support for its subsidiaries. 7- Owing patents, commercial businesses, franchise and other moral rights, and usage and renting the same to its subsidiaries or others. 8- Owning real estate and movable property to conduct its operations. 9- Participate in the establishment of joint stock companies and limited liability companies of different types. 10- Establishing company of special objectives inside and outside State of Qatar 2

3 In general the company has the right to do all the necessary works and acts to achieve its objectives, and to conduct its works inside and outside State of Qatar. Article (4) Headquarter of the Company The headquarter of the Company and its legal address shall be in Doha, State of Qatar. The Board of Directors may establish other branches or offices or agencies in the State of Qatar or abroad. Article (5) The period of the company has been fixed as hundred years starting from the date in which in its incorporation is announced. This period may be extended by the decision of the extraordinary general assembly. Company Capital Article (6) The issued capital of the Company has been fixed as QRs. 222,000,000 (Two Hundred and Twenty Two Million Qatari Riyals), divided into 22,200,000 (Twenty Two Million Two Hundred Thousand) shares, nominal value of one share QRs. 10/= (Ten) Qatari Riyals, adding 2% against the cost of issuance. Article (7) The founding members have underwritten in 5,400,000 (Five Million and Four Hundred) share, nominal value of each share being QRs. 54,000,000/= (Fifty Four Million Qatari Riyals), distributed as follow: S/No Name Nationality Shares Value Percent 01 Qatar Foundation for Education, Science and Community Development 02 Pension Fund of the Public Authority for Retirement and Pensions 03 Education and Health Fund QR Qatari 600, ,000 3% Qatari 600, ,000 3% Qatari 600, ,000 3% of the Ministry of Finance 04 Qatar National Bank Qatari 600, ,000 3% 05 Qatar Commercial Bank Qatari 600, ,000 3% 3

4 06 Doha Bank Qatari 600, ,000 3% 07 National Bank Qatari 600, ,000 3% 08 International Bank of Qatar Qatari 600, ,000 3% 09 Ammwal Qatari 5,400,000 54,000,000 27% The founders have paid 100% of the nominal value of each share underwritten, representing QRs 54,000,000 (Fifty Four Million QRs) at Qatar National Bank approved by the Minister of Business and Trade, plus 2% of the capital against the cost of incorporation and issuance. This amount cannot be withdrawn except after passing two years from fully establishing the company. Article (8) The founders agreed to offer the rest of company shares 14,600,000 shares (Fourteen Million and Six Hundred Shares) for public subscription to Qatari natural persons, with nominal value QR10/- plus 2% against establishment and issuance cost. The minimum limit of underwriting is 100 (Hundred) shares and in case of increasing it shall be multiples of hundred up to 10,000 (Ten Thousand) shares as maximum limit. Should the underwriting increase than the offered shares, the minimum limit for allotment is hundred shares, then shall be distributed by the percentage of the underwrite shares of each underwriter to the total underwriting, unless the number of time of covering the underwriting or number of underwriter does not allow for allotment the minimum limit, in this case each underwriter shall be allotted less numbers of shares. If fractures emerged as a result of customization, these fractions shall be collected and it value shall be paid from the company's account, provided these shares shall be sold in Doha Securities Market after the company become listed for trading. All underwriters shall be from Qatari natural person. Article (9) If the shareholder is a legal entity, it should be fully owned by Qatari persons. Non- Qatari persons may participate in the company through Doha Securitas Market, as per the applicable provisions of law, codes and instructions. Article (10) The Company shall issue temporary certificates, giving the name of the shareholder, number of shares underwritten and paid amounts. The share certificates shall be delivered within three months from the date of incorporation of the Company, which 4

5 should be signed by two members of the board of directors and stamped by the company stamp. The share should include the date, in which the decision of the Minister of Business and Trade was issued to license the incorporation of the Company, date of enrolment with the commercial registry, date of publishing the decision in the official gazette, value of the capital, number of distributed shares, features of the shares, company objective, headquarter, period of the Company. Article (11) The Company shall keep a special register named as shareholders register, registering the name of shareholders, their nationalities, address, number of shares, amount paid from the value of the shares. The Ministry of Business and Trade is entitled to verify these particulars and obtain a copy therefrom. The Company may deposit a copy of this register with any other party aiming to follow up the affairs of the shareholders. Such party shall keep and regularize this register if it desires so. Every shareholder entitled to review this register free of charge. Every stakeholder party is entitled to demand the rectification of the data stipulated in the register, especially if any person is registered or deleted therefrom without any justification. A copy of the data stipulated in this register and every change introduced to it shall be sent to the Trade Affairs Dept. at the Ministry of Business and Trade maximum two weeks prior to the date prescribed for distributing the profits for the shareholders. If the Company intends to insert its shares with the Doha Securities Market, it shall follow the procedures and rules stipulated in the rules, regulations and instructions regularizing the operations of handling securities in the State. Article (12) The ownership of shares is transferred by entry in the shareholders register, in the share record and the objection on the dealing against the Company or others shall not be valid except from the date of enrollment in the register. However, the Company is not allowed to register the handling of the shares, in the following circumstances: 1- If this handling is violating the provisions of the Law of Commercial Companies or this Statute. 5

6 2- If the shares are pledged or attached under an order of the court or deposited as guarantee for the board membership. 3- If the shares are lost and no duplicate has been issued. Article (13) The shareholder shall not be held liable except for the value of the shares owned by him. His liabilities cannot be increased. Article (14) The ownership of shares necessitates the acceptance of the Statute of the company and the decisions of its general assembly. Article (15) The share shall be unbroken, however, two or more persons may participate in one share or a number of shares, provided that one person should represent them towards the Company. The partners in the share shall be jointly responsible for the obligations resulted from this ownership. Article (16) Considering the provisions of the Article (9) of this Statute, the shares may be sold, but the sale will not be valid with respect to the right of the Company unless it is enrolled with the register mentioned under the Article (10). The enrollment shall be in a sale's sitting attended by the contracting parties or their representatives and Company representative. The total number of shares owned by one person should not be increase 5% of the company total shares. The shares and provisional certificates may be pledged, gifted and handled in any other form. This dealing is subjected to the provisions of the previous article. Article (17) The pledging of the shares shall be by delivering it to the mortgager creditor. The mortgager creditor shall receive the profits and enjoy the rights associated with the share unless the mortgage contract stipulates otherwise. 6

7 Article (18) The company funds cannot be attached to fulfill the debts due on any of shareholders. The attachment may be imposed on the shares of the debtor and the profits of these shares. The attachment shall be recorded as part of the information related to the shares in the shareholders register as stipulated in the article (159) of Commercial companies Law. 7 Article (19) The attaching party and the mortgaging creditor shall be subject to the decisions taken by the general assembly as they are applicable to the shareholder whose shares are attached or mortgages. However, the attaching party or the mortgaging creditor is not entitled to attend the general assembly or participate in its handling or ratify its decisions nor is he entitled to possess any membership in the Company. Article (20) The heirs of the shareholder or his creditors are not entitled to demand putting the seals on the company ledgers or records or its properties nor to demand its partition or selling them wholly when the partition is not possible. They are not entitled to interfere, whatsoever, in the management of the Company. They should, to use their rights, depend on the inventory lists, final accounts and decisions of the general assembly. Article (21) Every share entitles its owner such share that equals to the shares of others without any discrimination in the ownership of the net assets of the Company and the profits distributed as per the method stipulated in this Statute. Article (22) The last owner whose name is enrolled in the Company records is entitled to receive the amounts due for shares whether it is the share in the profits or share in the net assets. Article (23) Considering the provision of the articles (188) and (190) of the Law of Commercial Companies, the company capital may be increased by issuing new shares with the same nominal value of the original shares. The increase should be supported by a decision issued by the extraordinary meeting, showing the volume of the increase, rate of issuance, priority of the old shareholders

8 in underwriting, granting a grace period for underwriting minimum (15) days from opening the door for underwriting. The shareholder is not entitled to yield from his right of priority to any particular persons. The Board of Directors shall publish the details in two local dailies issue din Arabic, declaring the priority for the shareholders in underwriting, date of opening, date of closing and rate of new shares. Article (24) The new shares shall be issued in a nominal value equivalent to the nominal value of the original shares. However, the Board of Directors is entitled to decide the addition of an issuance allowance to the share s nominal value and to fix its amount, provided that the approval of the Ministry should be obtained. This allowance shall be added to the legal reserve, and this case the value of legal reserve may be increase the percent fixed in the Article of Association. Article (25) Considering the provisions of the articles (201) and (202) of the Law of Commercial Companies, the extraordinary general assembly may decided to reduce the company capital after hearing the report of accounts controllers and approval of the Trade Affairs Department in the following two cases: 1- Excess of the capital than the need of the Company. 2- If the Company is subject to loss. The capital may be reduced by one of the following methods: a) Reduce the number of shares by repay part of the nominal value of share to the shareholder, or discharging him from total or part of the unpaid amount of share value. b) Reduce the number of shares equaling to the loss incurred by the Company. c) Purchase a number of shares equal to the amount required to be reduced or canceled. 8

9 Chapter Three Bonds Article (26) Considering the provisions of the articles (168) to (176) of the Law of Commercial Companies, the Board of Directors may decide to issue bonds, whatsoever its type is, and such decision will explain the value of the bonds, terms of issuance, extent of negotiability in transferring the same to shares. Article (27) The provisions of the articles (177,178 and 179) of the Law of Commercial Companies shall be applied if the shares or bonds are missed or lost. 9

10 Chapter Four Company Management Article (28) The board of directors assumes the management of the Company. The board consists of nine members elected by the shareholders general assembly for a period of three years provided that 3 of them are representatives of the incorporators and the rest of the board shall be elected among the other shareholders. Article (29) The member in the Board of Directors should meet the following: 1- His age is not less than twenty one years old. 2- No criminal conviction has been found against him and nor has been convicted in a crime of decency or trust or any crime stipulated in the articles (324) and (325) of the Law of Commercial Companies, unless its consideration is no more valid. 3- He should be the owner of 50,000 (Fifty Thousand) shares of the Company, allotted to guarantee the rights of the Company, shareholders, creditors and others for the liabilities on the members of the Board of Directors. These shares should be deposited within sixty days from the date of commencing the membership with one of the authorized banks. Such deposit shall be kept deposited without accepting any dealings or mortgage or attachment until the membership period expires. If the member fails to submit the guarantee as shown before, his membership shall be deemed invalid. 10 Article (30) The Board of Directors may appoint from among its member a Managing Director (s), to be authorized signatory in behalf of the company, severely or jointly as per the Board decision. Article (31) The Chairman of the Board of Directors shall be the head of the Company, who represents the Company before others and before the judiciary. He shall execute the decisions of the Board and abide by its recommendations. The Chairman may assign some of his authorities to other members of the Board. The Chairman shall be replaced by the Vice Chairman in his absence

11 Article (32) If any position becomes vacant in the Board of Directors, it will be filled by the person who secured more votes among the shareholders who had failed to win the Board membership. If any objection persists, the next shareholder will be considered. The member shall complete the period of his predecessor. However, if there is no person to fill a vacant positions the board of directors will address an invitation to the general assembly to hold a meeting within two months from the date of last vacancy to select those who occupy the vacant position. Article (33) The Board of Directors shall have wide authorities in managing the Company. He shall practice all the duties required fro this management in accordance with its objectives. This authority shall not be restricted except by a text of the law or this statute or the decision of the general assembly. The Board is not entitled to sell or pledge the estates of the Company except with permission from the General Assembly, unless these dealings are in the nature of the objectives of the Company. Article (34) The Chairman, his deputy one or two members, collectively or individually, are entitled to sign on behalf of the Company as per the resolution issued by the Board of Directors in this regard. The Board of Directors may appoint one or more managers and may render them the right of signature on behalf of Company collectively or individually. Article (35) The Board of Directors shall meet as per the invitation of its chairman or deputy chairman in his absence. The Chairman shall invite for meeting if minimum two members requires so. The Board should hold minimum six meeting in a fiscal year. The meeting of the Board shall not be valid unless and until it is attended by half of the members including the chairman or vice chairman. Two months cannot be passed except a meeting is held in that period. The meetings of the Board shall be held at the headquarter of the Company and it may be held outside the office as well. 11

12 The member of the Board may depute other members in writing to represent him in the attendance and voting. In this case, this member shall have two votes. The member is not allowed to represent more than one member. The decisions of the Board are issued with the majority votes of the attendees. If it becomes equal, the Chairman s side shall be preferred. The opposing member should establish his objection in the minutes of the meeting. 12 Article (36) The general assembly may dismiss the chairman or any member in the Board based on the suggestion issued by the Board of Directors with absolute majority or based on a request signed by a number of shareholders who hold no less than quarter of the shares underwritten therein. In this case the Chairman or the person who acts on behalf of him shall invite the general assembly for meeting within ten days from the date of dismissal, otherwise, the Trade Affairs Department shall address the invitation. Article (37) If the member of the Board becomes absent in three consecutive meetings of the Board or five alternative meetings without any reasons, he shall be deemed as resigned. Article (38) The Board of Directors shall submit the Company balance sheet, loss and profit account and report of the Company activity during the fiscal year end in addition to its financial position to the accounts auditors minimum two months prior to the meeting of the general assembly. All these documents must be signed by the Chairman and one of the members. Article (39) The Board of Directors shall prepare the balance sheet of the Company, loss and profit statements, cash flow statements, explanations comparing with the previous year, all of them being duly certified by the accounts auditors of the Company, report on the activity of the Company and its financial position during the previous fiscal year and the future plan for the coming year. The Board shall prepare these data and documents maximum by three months from the expiry of the fiscal year of the Company to be presented to the shareholders general assembly,, which is to be held maximum by four months from the expiry of the fiscal year of the Company.

13 Article (40) Considering the provisions of the Article (105) of the Law of Commercial Companies, the minutes of the Board meetings shall be recorded in a special ledger and signed by the Chairman or vice chairman in his absence and a member or employee who undertakes the secretarial works of the Board. Article (41) The Board shall put under the disposal of the shareholders for their information before the meeting of the general assembly which is held for looking into the balance sheet of the Company and report of the Board, minimum three days prior to the meeting, a detailed statement consisting of the following information. 1. All amounts obtained by the Chairman and every member in the fiscal year including wages, salaries, bonus for attending the Board meeting and remuneration for other expenses in addition to what is received by him in his capacity as a technical or administrative employee or against any technical or administrative or consultative duty performed by him for the Company. 2. Material benefits enjoyed by the Chairman and every member in the Board during the fiscal year. 3. The incentives suggested by the Board to distribute on the members of the Board. 4. The amounts allotted for every member including the current and exmembers as pension or reserve or compensation for the service expiry. 5. The operations in which a member of the Board has interest contradicting to the interest of the Company. 6. The amounts spent actually in the form of advertisement, whatsoever, with details of every amount. 7. The donations with the details about the party which submitted the donations, reasons of the donation and its details. The above mentioned detailed sheet should be signed by the Chairman of the Board and one of the members. The Chairman and members of the Board are responsible for the implementation of the provisions of this article, as well as the validity of the data contained in all the papers which provided for the preparation. Article (42) 13

14 The ordinary general assembly shall fix the incentives of the board of directors. The total assessment of these incentives should not be more than 10% of the net profit after deducting the depreciations, reserves and distribution of the profits on the shareholders not less than 5% of the paid capital. A fixed amount can be released for the Board members if the Company fails to achieve profits, or during the years of preoperation, provided that this incentive for each member shall not increase QR1000/= per year. 14

15 Chapter Five General Assembly Article (43) The General Assembly formed legally shall represent all shareholders and it cannot be hold except in Doha. Article (44) The establishers shall prepare the agenda for the establishment general assembly and the Board of Directors shall prepare the agendas for the ordinary and extraordinary assemblies. In the cases in which the general assemblies are held based on the request of a number of shareholders or the account auditor or the Trade Affairs Department, the agenda shall be prepared by those who demanded the meeting of general assembly. The agenda in this case shall be limited to the subject of the demand. Any matter not included in the agenda cannot be discussed. Article (45) Every shareholder is entitled to attend the general assembly by himself or by the presentation. The minors and those who have legal restrictions shall be represented by their legal attorneys. Authorization can be made for attending the general assembly provided that it should be established in writing and attorney must be a shareholder. The shareholder is not allowed to authorize any of the Board members to attend the meeting of the general assembly on behalf of him. In all cases a number of shares hold by the attorney in this capacity should not exceed five percent (5%) of the company capital. Every shareholder shall have the number of votes equivalent to the number of his shares. However any of the shareholders, whether in his personal capacity or representative of others, is not allowed to have votes exceeding 25% of the votes prescribed for the shares representing in the meeting. Article (46) The voting in the general assembly shall be by lifting. The voting should be by secret ballot if the decision is related to the election or dismissal of the Board members or to file case of responsibility against them, or it is demanded by the chairman or a number of shareholders who hold minimum one-tenth of the votes attending the meeting. 15

16 The Board members are not allowed to participate in the voting on the decision of the general assembly related to the appointment of their salaries or incentives or clearance of their liabilities or clearing their responsibilities in the management. Article (47) The ordinary general assembly meeting shall be presided by the chairman or acing chairman or the person appointed by the Board of Directors for the same. If the above delays attending the meeting the assembly shall appoint from the Board members or shareholders a president for this meeting. The assembly shall also appoint a secretary for the meeting. Article (48) The Board of Directors shall address the invitation to all shareholders to attend the meeting of the general assembly by notice to each shareholder and in too local dailies issued in Arabic minimum fifteen days prior to the meeting of the assembly. The invitation may be delivered by hand to the shareholder who requires so against signing the acknowledgement. The invitation should be attached with the agenda of the general assembly meeting, all details and documents stipulated in the article (38) of this Statute along with the report of the accounts auditor of the company. A copy of the above documents should be sent to the Trade Affairs Department at the Ministry of Business and Trade on the same time they are sent to the shareholders. Article (49) The agenda of the yearly general assembly meeting shall include the following: 1. Discussing the report of the board of directors on the activities of the company and its financial position during the year and report of the accounts auditor; and its ratification. 2. Hearing the report of the accounts auditor; 3. Discussion on the balance sheet and losses and profits statement; and its ratification. 4. Election of the board members when needed. 5. Look into the clearance of the board members. 6. Look into the suggestions of the board regarding the distribution of the profits and its confirmation. 16

17 7. Appointment of accounts auditors and their wages. Article (50) The ordinary general assembly shall be held minimum once in the year within four months following to the end of the fiscal year of the company. The Board of Directors shall invite the assembly whenever it is required. It should invite the meeting whenever the accounts auditor or a number of shareholders who represent minimum one-fourth of the capital demand so. The Trade Affairs Department, after the approval of the Minister of Business and Trade, shall invite the general assembly to hold if thirty days pass over the reason necessitating the meeting when the Board of Directors fails to hold it, or the number of Board members decreases from the minimum limit prescribed in the article (100) of the law of commercial companies, or if the Board of Directors fails to hold the general assembly upon the demand of the accounts auditor or a number of shareholders who hold minimum one-fourth of the capital provided that they should have serious reasons justifying the same. In all cases the expenses of the meeting shall be borne by the company. Article (51) The meeting of the ordinary general assembly shall not be valid until it is attended by a number of shareholders who represent minimum half of the capital. If this quorum is not met and invitation for a second meeting shall be addressed, to be held within fifteen days following the first meeting by publishing a notice in two local dailies issued in Arabic, minimum three days prior to the meeting. The second meeting shall be deemed valid whatever the number of shares represented therein. The assembly decisions shall be passed by the absolute majority of the shares represented in the meeting. Article (52) The extraordinary general assembly shall be held as per the invitation from the Board of Directors or based on a written request addressed to the Board by a number of shareholders who hold minimum one-third of the shares. In this case the Board of Directors shall hold the meeting extraordinarily within fifteen days from receiving the application by the Board. Should the Board fail to address the invitation within the above period, the applicants can contact the Trade Affairs Department at the Ministry of Business and Trade to address the invitation on account of the company. 17

18 Article (53) The extraordinary meeting of the assembly shall not be valid until it is attended by shareholders who represent minimum three quarters of the company capital. If this quorum is not found an invitation for a second meeting shall be addressed, to be held within thirty days following to the first meeting. The second meeting shall be deemed valid if it is attended by shareholders who hold half of the company capital. If this quorum is not met in the second meeting an invitation for the third meeting shall be addressed after the expiry of thirty days from the date of second meeting. The third meeting shall be valid whatever the number of the attendees. If the matter is related with the dissolution, or transfer, or merging of the company the meeting shall not be valid until it is attended by the shareholders who represent minimum three quarters of the company capital. In all the above mentioned cases the decisions shall be issued with the majority of two-thirds of the shares representing in the meeting. The Board of Directors should publish the decisions of the extraordinary assemblies if it includes the amendment of the statute. Article (54) Decision cannot be taken in the following issues except by the general assembly held extraordinarily: 1. Amendment of articles of association or statute of the company. 2. Increase or decrease the capital of the company. 3. Extension of company period. 4. Dissolution or liquidation or transfer or merging of the company in another company. 5. Sale of every project for which the company was established or dealt with in any other form. In case of any decision is taken on these issues it should be registered in the commercial registry. However, the general assembly is not allowed to make amendments in the Statute of the company, if such amendments cause to increase burden to the shareholders or change the main objective of the company, change its nationality or transfer the headquarter of the company established in the country to another country. 18

19 19 Article (55) The general assembly is not allowed to handle the issues not entered in the agenda. However, the general assembly is entitled to handle the serious issues explored during the meeting or the shareholders representing minimum one fourth of the capital demands to insert any particular issue in the agenda. Article (56) The decisions issued by the ordinary and extraordinary general assembly shall be binding on all the shareholders whether they attend the meeting in which the decisions were issued or not attended and whether they agreed to it or rejected it. The Board of Directors shall implement them as soon as it is issued and inform the Trade Affairs Department maximum by fifteen days from the date of issuance. Article (57) The name of the attendees from the shareholders shall be registered in a special ledger whether they are representing themselves of as attorneys or representatives. This ledger shall be signed at the beginning of the meeting by the auditor and vote collectors. Every shareholder attending the meeting of the general assembly shall have the right to discuss the subjects listed in the agenda and address questions to the Board members and accounts auditors. The Board of Directors should reply for the questions and enquiries of the shareholders in the extent not subjecting the interest of the company to damage. If the shareholder sees that the reply is not enough he can approach the general assembly and its decision shall be mandatory. Article (58) The minutes of meeting should be issued including the attendance and legal quorum and confirming the attendance of the Trade Affairs Department representatives. It should also include a summary of all discussions of the general assembly, everything occurs during the meeting, the decisions taken in the assembly and number of votes agreed and objected or any thing demanded by the shareholders or the representatives of the Trade Affairs Department to include in the minutes. Article (59) Considering the provisions of the Article (135) of the Law of Commercial Companies, the minutes of the general assembly meetings will be registered systematically after every meeting in a special ledger.

20 The copy of the general assembly meeting report should be sent to the Trade Affairs Department maximum by one month from the date of holding the meeting. 20

21 Chapter Six Accounts Auditing Article (60) The company shall have one or more accounts controllers appointed by the General Assembly for one year. It may reappoint them provided that the period of appointment should not exceed five consecutive years. The auditor must be registered in the auditors register as per the Law No. (7) of 1974, regularizing the profession of accounts auditors and should have practiced the profession of accounts auditor for minimum ten consecutive years. Article (61) The accounts auditor when practices the duty shall abide by all the obligations stipulated by the Law. The accounts auditor shall be responsible for the authenticity of the information stipulated in his report in his capacity as the attorney of a group of shareholders. The auditors if multiplies shall be jointly responsible for the auditing works. Article (62) The accounts auditor is entitled at any time to review the ledgers, records and documents of the Company and to demand the information seems to him necessary to have them. He is entitled to verify the assets and liabilities of the Company. If he is unable to use these rights he can establish the same in a report submitted to the Ministry and send a copy to the Board of Directors, to be presented before the general assembly, if it is not treated with the knowledge of the Ministry. Article (63) The accounts controller shall attend the general assembly meeting and express his opinion in everything related to his work, especially the balance sheet of the company. He shall read his report in the meeting and his report must include all the particulars stipulated in the Law of commercial companies. Every shareholder is entitled to discuss it and demand explanation with respect to the matters stipulated in the report. 21

22 Chapter Seven Finance of the Company Article (64) The fiscal year of the company shall commence on first January and end on thirty first December every year. However the first fiscal year of the company shall commence on the date in which the company is established and till the end of the next year. Article (65) The company, after the approval of the Trade Affairs Department at the Ministry of Business and Trade shall publish half yearly financial reports in the local dailies issued in Arabic for the information of the shareholders, provided that these reports must be verified by the accounts auditor. Article (66) A particular percentage prescribed by the Board of Directors shall be deducted from the gross profits for the depreciation of the company assets or being remuneration for its devaluation. These amounts are used to purchase materials, machines and establishments or to repair them. These amounts shall not be distributed among the shareholders. Article (67) The net profits shall be distributed as follows: % of the net annual profits shall be allocated for the account of statutory (compulsory) reserve. This deduction can be suspended if the reserve attains a value equivalent to 50 % of the company capital. However if the value of this compulsory reserve attains a lower level than the same percentage, the said deduction shall be resumed until a level equivalent to this percentage is attained. The statutory reserve will not be distributed among the partners. The excess from the half of the paid capital may be used to distribute among the shareholders as profits upto 5% in the years in which the company does not achieve net profits enough to distribute this percentage. 2. The Partners General Assembly may, based on a proposal from the Company Directors, decide an extra annual deduction from the company s net profits for the account of an optional reserve to be used as and when directed by the partners General Assembly. 22

23 3. The amount necessary for distributing the first share of the profits amounting to (at least) 5% shall be cut for the shareholders from the amount paid from the value of the shares provided that if the profits of any year does not allow the distribution of this share it cannot be claimed in the following years. 4. A maximum 10% of the net profit after deducting the depreciations, reserves and distributed profit as per the previous paragraph shall be allotted being incentives for the Directors. 5. The remaining profits shall be distributed for the shareholders as an additional share of the profits or transferred to the following year as per the suggestion of the Board of Directors, or it is allotted for constructing extraordinary reserve or depreciation. Article (68) The profit shares for the shareholders shall be paid at the place and time prescribed by the Board of Directors provided that thirty days should not pass from the date in which the general assembly takes the decision for distribution. Article (69) The disputes affecting the public or joint interest against the Board of Directors or one or more of its members except in the name of a group of shareholders and as per the resolution of the general assembly. Every shareholder who likes to raise any dispute of this kind should inform the Board of Directors accordingly minimum one month prior to the general assembly meeting. The Board of Directors should insert this suggestion in the agenda of the assembly. 23

24 Chapter Eight Dissolution and Liquidation of the Company Article (70) The company shall expire with any of the following reasons: 1. Expiry of the period fixed for the company, unless it is renewed as per the manner stipulated in this statute. 2. Completion of the purpose for which the company was established, or become impossible to be achieved. 3. Issuance of a legal verdict ruling to dissolve the company or declaring its bankruptcy. 4. Merger of the company in another company or corporation. 5. A decision issued by the extraordinary general assembly to dissolve the company before expiry its period. Article (71) If the losses of the company reach half of the capital the Board of Directors should invite for an extraordinary general assembly to determine whether the matter necessitates the dissolution of the company before its prescribed period or the capital be reduced or other suitable measures to be taken. If the Board of Directors fails to hold the extraordinary general assembly meeting or it is not held due to the insufficient legal quorum or the assembly refused the dissolution of the company or the issuance of any decision in this subject became impossible for any reason, each shareholder may. Article (72) The company shall be dissolved after its expiry in accordance with the provisions stipulated in the law of commercial companies. Article (73) Any clause which as no provision in this Statute shall be subject to the provisions of the law of commercial companies, as it does not inconsistent with this Statue. Article (74) Qatari courts shall consider any dispute arising from the application of the provisions of this Statue. 24

25 Founder Signature Name Qatar Foundation for Education, Science and Community Development Represented by: H.H. Yousif H. Kamal Pension Fund of the Public Authority for Retirement and Pensions Represented by: H.H. Shk. Hamad Bin Nasir Al Thani Education and Health Fund of the Ministry of Finance Represented by: H.H. Mr. Hamad Bin Nasir Al Attiya Qatar National Bank Represented by: Mr. Saed Bin Abdullah Al Mesned Qatar Commercial Bank Represented by: Shk. Abdulla Bin Ali Bin Jaber Al Thani Doha Bank Represented by: National Bank Represented by: Mr. Hassan Hussain International Bank of Qatar Represented by: Dr. Ysmond Holmes Ammwal Represented by: H.H. Shikha. Hanadi Nassir Bin Khaled Al Thani Signature Signed Signed Signed Signed Signed Signed Signed Signed Signed I, the undersigned, the Head of Documentation Section, hereby confirm that at 11:00 hours on 05/05/2005 the above signed person(s) attended before me and showed me this document requesting me to authenticate the same. I have verified its contents, their legal eligibility and identity; and found no legal or legitimate objection in authenticating this document. I have read it over them and made them understand its contents which were agreed by them and signed before me in the presence of the undersigned witnesses. The Real Estate Registration and Documentation Department assumes no responsibility as to the content of this document or the liabilities resulted therefrom. Notary: (Signed) Head of Notarization Section (Signed) Director, Real Estate Registration and Notarization Department (Signed). Witness Witness Name: Name: Nationality: Nationality: ID No.: ID No.: Signature: Signature: 25

26 State of Qatar Ministry of Justice Department of Real Estate Registration and Notarization Notarization Section Attachment to Articles of Association of Dlala brokerage And Investment Holding Company (a private Qatari shareholding company) Based on the decision issued by the extraordinary general assembly, in its meeting held on 25/03/2012, to approve the amendment of the text of article (28) of Article of Association of the company, to be read after amendment the follow: Chapter Four Company Management Article (28) The Company shall be managed by a Board of Directors consisting of nine members, appointed by the general assembly, every three years, provided that three of them shall representing the founders, and the others shall be elected from among the other shareholders. For the shareholders: Name Signature Rashed Ahmed Hamad Almanaii, Chairman Signed I, the undersigned, the Head of Documentation Section, hereby confirm that at 12:00 hours on 30/05/2012 the above signed person(s) attended before me and showed me this document requesting me to authenticate the same. I have verified its contents, their legal eligibility and identity; and found no legal or legitimate objection in authenticating this document. I have read it over them and made them understand its contents which were agreed by them and signed before me in the presence of the undersigned witnesses. The Real Estate Registration and Documentation Department assumes no responsibility as to the content of this document or the liabilities resulted therefrom. Notary: (Signed) Head of Notarization Section (Signed) Director, Real Estate Registration and Notarization Department (Signed). Witness Name: Nationality: ID No.: Signature: Witness Name: Nationality: ID No.: Signature: 26