Bylaws of Saudi Airlines Catering Company A Saudi Joint ......Bylaws of Saudi Airlines Catering...

Bylaws of Saudi Airlines Catering CompanyA Saudi Joint Stock Company

Saudi Airlines Catering CompanyA Saudi Joint Stock Company

P.O. Box 9178, Jeddah 21413, Saudi Arabia Tel: +966 12 686 0011 Ext 8185 Fax: +966 12 606 1864

ص.ب ٩١٧٨ جدة ٢١٤١٣ اململكة العربية السعوديةهاتف 00١١ 6٨6 ٢ ٩66+ تحويلة ٨١٨5 فاكس ١٨6٤ 6٨6 ٢ ٩66+



Bylaws of Saudi Airlines Catering Company|A Saudi Joint Stock Company

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Chapter I

Page 5 Article 1: Conversion

Page 5 Article 2: Name of the Company:

Page 5 Article 3: Head Office of the Company

Page 5 Article 4: Objects of the Company

Page 6 Article 5: Participation with other Companies

Page 6 Article 6: Term of Company:

Chapter II: Share Capital and Shares

Page 8 Article 7: Share Capital

Page 8 Article 8: Subscription for Company’s Share Capital

Page 8 Article 9: Preferential Shares

Page 8 Article 10: Non-Payment of the Value of Shares

Page 9 Article 11: Shares of the Company

Page 9 Article 12: Trading of Shares

Page 9 Article 13: Shareholders Register

Page 9 Article 14: Shares Certificates

Page 10 Article 15: Increase of Company’s Share Capital

Page 10 Article 16: Reduction of Share Capital

Page 10 Article 17: Indebenturess Notices

Chapter III: Board of Directors

Page 12 Article 18: Composition of the Board of Directors

Page 12 Article 19: Qualifying Shares

Page 12 Article 20: Board Membership

Page 12 Article 21: Powers of Board of Directors

Page 14 Article 22: Remuneration of the Board of Members

Page 14 Article 23: Chairman of the Board,Vice-Chairman Managing Director and Secretary

Page 15 Article 24: Call for Board Meeting

Page 15 Article 25: Quorum of Meetings & Resolutions

Page 16 Article 26: Recording of Minutes of Meetings:

Page 16 Article 27: Committees

INDEX




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Chapter IV: Shareholders Assembly

Page 18 Article 28: General Assembly

Page 18 Article 29: Functions of the Conversion Assembly

Page 18 Article 30: Functions of the Ordinary General Assembly

Page 18 Article 31: Functions of the Extraordinary General Assembly

Page 18 Article 32: Calling for Meetings of the General Assembly

Page 19 Article 33: Recording the Shareholders Attendance

Page 19 Article 34: Quorum of the Ordinary General Assembly

Page 19 Article 35: Quorum of the Extraordinary General Assembly

Page 19 Article 36: Voting Powers

Page 19 Article 37: Resolutions

Page 22 Article 38: Discussion of Agenda

Page 22 Article 39: Management of the General Assembly

Chapter V: AuditorPage 22 Article 40: Appointment of Auditor

Page 22 Article 41: Inspection of Registers

Chapter VI: Company’s Accounts and Distribution of Profits:

Page 24 Article 42: Fiscal Year

Page 24 Article 43: Company’s Balance Sheet

Page 24 Article 44: Distribution of Profits

Page 24 Article 45: Payment of Profits

Page 25 Article 46: Non-Distribution of Profits

Page 25 Article 47: Losses of Company

Chapter VII: Disputes

Page 27 Article 48: Disputes

Chapter VIII:Dissolution and Liquidation of the Company

Page 29 Article 49: Liquidation

Chapter IX: Final Provisions

page 31 Article 50: Deposit of the Bylaws and Publication

page 31 Article 51

page 31 Article 52: Acceptance of and Compliance with the Bylaws

INDEX

CHAPTERONE




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Article 1: Conversion:

Pursuant to the Regulations for Companies, promulgated under Royal Decree No. M/6, dated 22/3/1385 H., as amended, and subject to these Bylaws, Saudi Airlines Catering Company has been converted from a close joint stock company into a Saudi joint stock company, pursuant to the following:-

Article 2: Name of the Company: The name of the Company is: Saudi Airlines Catering Company, (a Joint Stock Company).

Article 3: Head Office of the Company:

The head Office of the Company shall be in the city of Jeddah, Kingdom of Saudi Arabia, and the Board of Directors may establish branches, offices or agencies for the Company within or outside the Kingdom of Saudi Arabia.

Article 4: Objects of the Company:

The objects of the Company shall be as follows:

1) Provide cooked and uncooked catering services to the public and private sectors.2) Provide Skysales services3) Manage and operate free markets at the airport of the KSA4) Manage and operate restaurants, foodstuffs outlets within and outside airports5) Own, manage and operate restaurants and foodstuffs outlets within and outside airports6) Own, manage and operate restaurants and foodstuffs outlets at companies, banks, hospitals, educational Institutions …etc.7) Own, manage and operate restaurants and foodstuffs outlets in remote areas.8) Provide cleaning services 9 ) Set-up foodstuffs factories as well as factories for packaging materials and obtaining the nec-essary permits.10) Set-up cold stores.11) Buy or lease land in order to erect buildings thereon and invest in these buildings by sale or lease for the benefit of the Company, with the exception of the cities of Makkah Al-Mukarramah and Al-Medina al-Munawarah provided that the prior consent of the General Investment Authority has been obtained for the investment, ownership or leasing of each property so that the cost of any proj-ect shall not be less than 30 million Saudi Riyals in terms of land and construction.12) Own, manage and operate a central laundry for the cleaning of clothes and furnishings.13) Import and export.14) Wholesale and retail trade in food and ration meals, candy, pies, candies, biscuits, chocolate, dates and soft drinks , juice and mineral water.15) Wholesale and retail trade in ready-made clothing, footwear, carpets, silverware, crystal, per-fumes, watches, antiques, gifts and children’s games.16) Wholesale and retail trade in all the company’s products from fast food and packaging materi-als.17) Importation of equipment and materials ration coffee makers and juices and equipment and safety material for aircraft prevention.18) Import own practice activity of the company, such as cranes, trucks and cooking equipment.19) Exports of all the company’s products from cooked meals and frozen.20) Training on the culinary arts and hospitality education and cooking.21) Providing security services for all non-operational, administrative and residential activities in all airports in Saudi Arabia.




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22) Providing Security Services for all non-operational, administrative and residential activities in all the cities of the KSA.23) Do Security services for all operational, administrative and residential company sites.24) General Contracting for building construction, maintenance and cleaning

The Company shall carry out its activities only after obtaining the necessary permits from the compe-tent authorities.

Article 5: Participation with other Companies:

the company may acquire an interest in or participate in any manaer with other companies or corpora-tions engaged in a business which is similar to the business of the company or that which may assist the company to achieve its objects or be complementary to. the company may own shares in other existing companies or merge with them, or purchase and affiliate the same . the company may also own inter-ests in participate in any manner with other companies with a percentage not exceeding twenty (20%) percent of its reserves and not exceeding ten (10%) of the capital of the company it is participating in. the total of these participations must not exceed tghese reserves and must notify the ordinary general assembly in ts first meeting

Article 6: Term of Company:

The Term of the Company shall be Ninety-Nine (99) Gregorian years starting as of the date of the issuance of the Resolution of His Excellency the Minister of Commerce & Industry announcing the conversion of the Company. It shall always be permissible to extend the duration of the Company un-der a resolution to be passed by the Extraordinary General Assembly at least one (1) year prior to the expiration of its term.

CHAPTERTWO

Share Capital and Shares




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Article 7: Share Capital:

(“The share capital of the Company has been fixed at SR. 820,000,000 (Saudi Riyals Eight Hundred and Twenty Million), divided into (82,000,000) nominal ordinary shares of equal value of (SR. 10) each, all of which shall be ordinary cash shares”).

Article 8: Subscription for Company’s Share Capital:

(“The shareholders owning the shares of the Company have subscribed for (82,000,000) Eighty Two Million shares in the Company, the value of which is SR. 820,000,000 (Eight Hundred Twenty Million Saudi Riyals”).

Article 9: Preferential Shares:

The Company may, after obtaining the approval of the Minister of Commerce & Industry, and subject to the rules determined by him, issue preferential shares that do not confer voting rights, in no more than 50% of the value of the share capital. The preferential shares, issued by the Company to the holders thereof shall, in addition to the right to participate in the net profits, distributed in respect of the ordi-nary shares, confer the following:

a) The right to obtain a certain percentage of the net profits not exceeding 5% of the nominal val-ue of the share after setting aside the statutory reserve and prior to the distribution of the Company’s profits.b) Priority in recovering the value of their shares in the share capital upon the liquidation of the Company, and in obtaining a certain percentage in the liquidation proceeds.

It shall be permissible for the Company to buy these shares subject to basic rules to be determined by the Ordinary General Assembly, and these shares shall have no relevance in assessing the quorum necessary for the meeting of the Company’s General Assembly, provided for under Articles 34 and 35 of these Bylaws.

Article 10: Non-Payment of the Value of Shares:

Should any shareholder default in paying the value of the share on the dates specified therefor, it shall be permissible for the Board of Directors, after sending a warning to the shareholder by registered mail to his address indicated in the Shareholders Register, to sell the share at a public auction. However, it shall be permissible for the defaulting shareholder up to the day fixed for the auction to pay the value due from him, to which there shall be added the expenses incurred by the Company. From the pro-ceeds of sale, the Company shall collect the amounts due to it and return the balance to the concerned shareholder. If the proceeds of sale fail to satisfy this amount, the Company may collect the balance from all of the shareholders’ funds, and the Company may cancel the share that was sold and give the buyer a new share bearing the number of the cancelled share and annotate the Shareholders Register accordingly.

Article 11: Shares of the Company:




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Shares shall be nominal and may not be issued at a value less than their nominal value. However, it shall be permissible to issue the same at a higher value and in such a case the difference in the value shall be added to the statutory reserve even if it reached already its maximum.

The share shall be indivisible vis-à-vis the Company so that if several persons own it, then they shall have to select one of them to represent them in the use of the rights pertaining to the share and all of these persons shall be jointly liable for the obligations arising out of the ownership of the share.

Article 12: Trading of Shares:

Shares shall be negotiable following the issuance of the certificates thereof, and exceptionally from that, it shall be impermissible to negotiate the shares which are given against shares in kind or cash shares owned by the shareholders of the Company at the time of conversion before publishing the balance sheet and the profit and loss account for two full fiscal years, each of which shall not be less than twelve (12) months as of the date of passing a resolution by the Minister of Commerce & Industry approving the conversion of the Company or the approval by the Capital Market Authority.

These provisions shall apply to what the Company’s shareholders subscribed for upon the conversion in the event of increasing the share capital prior to the expiration of the ban period with regard to the remaining time of such period. These deeds shall be annotated to indicate their type and the date of conversion of the Company as well as the period for which the negotiation thereof may not take place.

However, it shall be permissible during the ban period to transfer the ownership of the shares pursu-ant to the provisions of the sale of rights by one of the Company’s shareholders, upon conversion, to another shareholder or to a member of the Board of Directors to present the same as guarantee to the management, or by an heir of one of the Company’s shareholders, at the time of conversion, in case of his death, to a third party.

Article 13: Shareholders Register:

Nominal shares shall be negotiated by registration in the Register of shareholders prepared by the Com-pany, which Register shall contain their names, nationalities, professions, places of domicile, addresses as well as the number of shares and the amount paid-up of the value thereof. Such registration shall be annotated on the shares, and no conveyance of ownership of the shares shall be valid vis-à-vis a third party except as of the date of registration in the said Register or completion of the formalities of the transfer of ownership through the Automatic Shares Information System.

Subscription for shares and the ownership thereof shall entail acceptance by the shareholder of the Company’s Bylaws and his compliance with the resolutions passed by the Shareholders Assembly in accordance with provisions of these Bylaws, whether he is present or absent and whether he agrees or disagrees to such resolutions.

Article 14: Shares Certificates:

The Company shall issue certificates for the shares in serial numbers, signed by the Chairman of the Board of Directors of the Company or a Board member delegated by him, and shall be stamped with the Company’s stamp. The share certificate shall, in particular, contain the number and date of the Ministerial Resolution passed licensing the conversion of the Company as well as the number and date of the Ministerial Resolution announcing the conversion of the Company, amount of the share capital, number of the shares distributed over the same, value of the nominal share and the amount-paid up of the same, a brief description of the Company’s object, its head office and duration. The shares may have




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coupons in serial numbers containing the number of the shares attached to them.

Article 15: Increase of Company’s Share Capital:

It shall be permissible for the Extraordinary General Assembly, after verifying the economic viability and following the consent of the competent authorities, to decide upon increasing the Company’s share capital, once or several times, by issuing new shares of the same nominal value as the original shares, provided that the original share capital shall have been paid-up in full and subject to the provisions of the Companies Regulations. The resolution shall indicate the method of increasing the share capital, and the original shareholders shall have priority to subscribe for the new cash shares, and they shall be notified of their priority by publication in a daily newspaper, or by sending notifications to them by registered mail, of the resolution to increase the share capital as well as the conditions for subscription. Each shareholder shall express his wish to exercise his priority right within fifteen (15) days as of the said date of publication or notification.

The new shares shall be distributed among the original shareholders, who have requested subscription, in proportion to the original shares owned by them, provided that these shall not exceed the new shares they had requested. The remainder of the new shares shall be distributed among the original sharehold-ers who have requested more than their shares, in proportion to the original shares owned by them, provided that what they get shall not exceed the new shares they have requested, and the remaining shares shall be placed for public subscription.

Article 16: Reduction of Share Capital:

It shall be permissible, under a resolution to be passed by the Extraordinary General Assembly, based on acceptable justifications and following the consent of the Minister of Commerce & Industry, to re-duce the Company’s share capital if it proves to be exceeding its needs or if the Company incurs losses.

Such resolution may be passed only after reciting the report of the auditor in connection with the reasons necessitating such reduction and the obligations of the Company as well as the effect of such reduction on these obligations, subject to the provisions of the Companies Regulations. The resolution shall indicate the method of reduction.

If the reduction is due to the fact that the Company’s share capital exceeds the Company’s need, it shall be necessary to invite the creditors to express their objection to it within sixty (60) days as of the date of publishing the reduction resolution in a daily newspaper circulated in the city in which the Company’s head office is located. Should any of them object and present his documents to the Company on the said date, the Company shall pay his debt if it is already due or shall extend a sufficient guarantee to pay the same if the debt falls due in future.

Article 17: Indebenturess Notices :

Following the consent of the competent authorities, the Company may, under a resolution to be passed by the General Assembly, issue debentures as well as convertible bonds that may be converted into shares or deeds, be they for public subscription or otherwise, pursuant to the relevant laws and regu-lations.

CHAPTER THREE

Board of Directors




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Article 18: Composition of the Board of Directors:

The Company’s Board of Directors undertaking the management of the Company shall consist of nine (9) members to be appointed by the Ordinary General Assembly for a period not exceeding three (3) renewable years.

Exceptionally from the foregoing, the shareholders have, at the meeting of the Conversion Assembly, appointed the first Board of Directors for a period of five (5) years starting as of the date of issuance of the resolution by the Minister of Commerce & Industry announcing the conversion of the Company.

Article 19: Qualifying Shares:

A member of the Board of Directors shall be the owner of a number of the Company’s shares, the nom-inal value of which shall not be less than Saudi Riyals Ten Thousand (SR. 10,000), and these shares shall be deposited, within thirty (30) days as of the date of the member’s appointment, with one of the banks to be designated by the Minister of Commerce & Industry for the purpose. These shares shall be allocated for guarantee of the liability of the Board of Directors and shall not be subject to negotiation until the time fixed for hearing the liability lawsuit, provided for under Article (76) of the Regulations for Companies, has lapsed or until such time as the said lawsuit has been decided upon. If a member of the Board of Directors fails to submit the guarantee shares on the fixed date, his membership becomes invalid.

Article 20: Board Membership:

Membership of the Board shall come to an end upon the expiration of the membership term, the mem-ber’s resignation, death, expiration of the member’s eligibility, or if he is adjudicated bankrupt or insol-vent, or if he submitted a petition for compromise with his creditors or ceased to pay his debts pursuant to any law or regulations applicable in the Kingdom. Should the position of a Board member become vacant, the Board shall have the right to appoint a temporary member in the vacant position, provided that such appointment shall be put before the Ordinary General Assembly at its first meeting, and the new member shall complete the term of his predecessor.

Should the number of the Board members fall below the quorum that is necessary for the validity of the Board meetings, the Ordinary General Assembly shall be invited to meet, as soon as possible, to appoint the necessary number of members.

Article 21: Powers of Board of Directors:

Subject to the functions reserved for the General Assembly, the Board of Directors shall have the wid-est possible powers to manage the Company, conduct its affairs, supervise its business and financial matters inside and outside the Kingdom of Saudi Arabia, and prepare the policies and guidelines for the realization of its objects. The Board shall have the right, for example, to represent the Company in its relations with third parties, government and private authorities, Shari’ah courts, judicial bodies, the Board of Grievances, the Capital Market Authority, Labor Offices, higher and preliminary commit-tees, the Commercial Papers Committees, all other judicial committees, arbitration panels, Civil Rights Departments, Police Stations, Chambers of Commerce & Industry, private organizations, companies and establishments of various types; submit bids, competitions and award tenders – including but not limited to – documents of sale, rent, leases, representations, declarations, mortgages …etc.; to conduct transactions on behalf of the Company; receive and pay, receive entitlements lying with third parties;




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make declarations and demands; file defenses and pleadings, litigations, releases, compromises, as-signments, denials; request administration and rejection of oaths, preemptions; accept judgments and protest the same; accept arbitration on behalf of the Company; apply for the execution of judgments and object to the same; receive the proceeds of execution; obtain title deeds, request the amendment of deeds and the duration thereof. The Board shall have the right to set-up companies, participate in the establishment of companies, open branches for the Company, and shall also have the right to sign all kinds of contracts, documents and papers, including, without any limitation, the articles of association of the companies set-up by the Company or in which the Company is a shareholder, together with all the amendments to the articles of association of the companies in which the Company is a shareholder, the annexes thereto and all the resolutions of the shareholders in such companies, including resolutions relating to the increase or reduction of the share capital, the assignment of shares and purchase thereof, the notarization of contracts and signing before the Department of Companies at the Ministry of Com-merce and Industry, the notary public; effect amendments, changes, additions and deletions; obtain and renew Commercial Registers, receive and delete the same; change the names of companies; grant loans to affiliated companies and guarantee the loans thereof; sign agreements and deeds before the Notary Public and official authorities as well as the loan agreements, guarantees, collaterals and finan-cial papers; relinquish priority in the repayment of the Company’s debts, issue powers of attorney on behalf of the Company to make sales and purchases of properties, land, stocks and shares in companies and other moveable or immoveable properties; dispose of the assets and properties of the Company; mortgage moveable and immoveable assets in order to guarantee the Company loans and those of the affiliated companies, subject to the following conditions:

1. The Board of Directors shall determine the reasons and justifications for the same in the sale resolution.2. The sale should be for a price similar to that of a like item.3. The sale shall be in respect of something that is in existence except in cases of necessity and under sufficient guarantees.4. Such disposition shall not result in the cessation of some of the Company’s activities or causing the Company to incur other obligations.

The Board shall have the right to make conveyances and accept the same as well as receive the price in any manner it deems fit; receive, deliver, hire, rent, acknowledge receipt, pay, open accounts; man-age, operate and close bank accounts; withdraw from and make deposits with banks and borrow from the same; sign all papers, documents, checks and all banking transactions; invest the funds of the Company and operate the same in local and international markets inside and outside the Kingdom of Saudi Arabia. The Board of Directors shall have the right to extend loans to companies and individuals and pay bonuses. The Board of Directors shall have the right to appoint lawyers, auditors, chartered accountants, employees, workmen and dismiss them; apply for visas and recruit manpower from out-side the Kingdom, conclude contracts with them, fix their salaries, obtain residence permits, transfer sponsorships and relinquish the same. The Board of Directors may conclude loans with Government Funds and financing institutions, regardless of the duration thereof, and shall have the right to conclude commercial loans and obtain other loans and credit facilities from government institutions, commercial banks, financial institutions and any credit companies and issue letters of guarantee for the benefit of any party if it deems it in the interest of the shareholders; issue order notes and other negotiable secu-rities; enter into all kinds of agreements and banking transactions, for any period of time, the terms of which shall not go beyond the expiration of the Company’s term. With regard to loans the duration of which exceeds three (3) years, the following terms shall be taken into consideration:

5. In its resolution, the Board of Directors shall determine the purposes to which the loans shall be applied and the method of its repayment.6. The conditions of the loan and guarantees submitted for it shall be taken into consideration in that they shall not cause damage to the Company, its shareholders and the general guarantees of




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creditors.

The Board shall also approve the internal, financial, administrative and technical regulations of the Company as well as the Company’s policies and procedures relating to employees. The Board shall also authorize the Executive Managers of the Company to sign on the Company’s behalf pursuant to the regulations and controls laid down by the Board and approve the Company’s plans of work, the operation thereof and endorse its annual balance sheet.

The Board of Directors may discharge the debtors of the Company from their obligations, provided that the minutes of the Board of Directors and the reasons for the resolution shall take the following conditions into consideration; 1- The release shall be after the lapse of one (1) full year from the debt creation as a minimum.2- The release shall be in respect of one specific amount per year for every debtor as a maximum.3- The release and discharge of debtors shall be the exclusive right of the Board of Directors which may not be delegated.

The Board of Directors shall, within the limits of its functions, have the right to assign or authorize one or more of its members or a third party to undertake a specific work/works or delegate some or all of its powers as well as to cancel such authorization or powers, wholly or partially.

Article 22: Remuneration of the Board of Members:

Members of the Board of Directors shall be entitled to remunerations in their capacity as members of the Board of Directors pursuant to the terms and conditions determined by the Ordinary General Assembly from time to time within the limits of the provisions specified by the Regulations for Com-panies or any other resolutions complementary thereto. The report of the Board of Directors to the Ordinary General Assembly shall contain a full statement of what the Board members have obtained during the fiscal year in terms of salaries, share in the profits, allowances for attending the meetings and other benefits. The said report shall also contain a statement on what the Board members have received in their capacity as officers and administrators or what they have received for technical, ad-ministrative or advisory work that has already been approved by the General Assembly of the Compa-ny.

Article 23: Chairman of the Board, Vice-Chairman Managing Director and Secretary:

1. The Board of Directors shall select one of the Board members as Chairman, and the Board may also select a Vice-Chairman or Managing Director. In case the Chairman is prevented from carrying out his duties by force majeure, the Vice-Chairman shall undertake the functions of the Chairman temporarily. The Board of Directors shall, in its discretion, fix the special remuneration obtained by the Board Chairman in addition to the remuneration prescribed by the Board members and provided for in these Bylaws.

The Chairman of the Board shall have the following functions:

a) To call for the meetings of the Board of Directors and the Company’s General Assembly.b) Preside over and manage the meetings of the Board of Directors and of the Company’s General Assembly.c) Shall have a casting vote in the event of a tie at the Board of Directors.d) Represent the Company at official and information circles.e) Represent the Company in its relations with third parties, all government and private authori-




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ties, Shari’ah courts and judicial bodies, the Board of Grievances, all other judicial committees inside and outside the Kingdom of Saudi Arabia. He shall have the right to file defenses and pleadings as well as to sign, on behalf of the Company, the articles of association of the companies in which the Company is a shareholder or the amendments to the articles of association of the companies in which the Company is a shareholder. He shall have the right to sign all contracts, deeds, declarations of as-signment, compromises or any other matters or proceedings to which the Company is a party, be that before notaries public or official or private circles.f) (Execute) the other powers and functions granted to him by the Board of Directors.

The Chairman of the Board may delegate to a Board member, a Company officer or a third party in all or some of his powers.

2. The Board of Directors may select a Managing Director from amongst its members, and the resolution shall determine the powers of the Managing Director. The Board of Directors shall, in its discretion, fix the special remuneration to be obtained by the Managing Director in addition to the remuneration prescribed for Board members and provided for in these Bylaws.

The Board of Directors shall appoint a Secretary to the Board from amongst its members, and the Board shall, under a resolution to be passed by it, determine the functions and remuneration of the Secretary.

The term of membership of the Board Chairman, Secretary and Managing Director shall not exceed the term of membership of each one of them on the Board and reappointment shall be permissible.

Article 24: Call for Board Meeting:

The Board shall meet upon an invitation by its Chairman, which invitation shall be in writing, or sent by hand, fax or electronic mail, accompanied by the agenda, provided that this shall be seven (7) days before the date of the meeting. The Chairman of the Board must call for the meeting whenever requested to do so in writing by any two of the Board members. It shall be permissible to waive the right to the notice for any meeting by a waiver signed by each member, personally or by through a proxy.

Article 25: Quorum of Meetings & Resolutions:

A Board meeting shall be valid only if attended by a majority of Board members, in person or by proxy, provided that the number of those present in person shall not be less than three (3) persons.

Should a Board member authorize another member to attend a Board meeting, then the authorization shall be in accordance with the following controls:-

1) It shall be impermissible for a Board member to deputize for more than one member in at-tending the same meeting.2) The authorization shall be established in writing.3) The proxy may not vote on those resolutions which the law forbids the appointing party from voting on.

Resolutions of the Board shall be passed by the absolute majority of the votes of the Board members, who are present or represented at the meeting. In the event of a tie, then the Chairman shall have a casting vote.

It shall be permissible for the Board of Directors to issue resolutions by way of circulation through




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presenting them separately to the members unless one member requests the Board to hold a meeting in order to discuss such resolutions. When adopted, these resolutions shall be passed with the abso-lute majority of the Board members and shall be submitted to the Board at its first following meeting.

Article 26: Recording of Minutes of Meetings:

The deliberations and resolutions of the Board shall be recorded in minutes to be distributed among all Board members and signed by the Chairman of the Board and the Secretary following ratification thereof by the Board members present or represented at the meeting. These minutes shall be recorded in a special register to be signed by the Chairman and the Secretary.

Article 27: Committees:

The Board of Directors may set-up appropriate committees in the light of the Company’s business and needs. These committees shall be given such powers as the Board deems fit, and the Board may coordi-nate between these committees with the aim of expeditiously deciding upon the issues brought before them.

Article 28: General Assembly:

CHAPTERFOUR

Shareholders Assembly




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The Ordinary or Extraordinary General Assembly properly constituted shall represent all the sharehold-ers, and hold its meetings in the city in which the head office of the Company is located. Each share-holder shall have the right to attend the Conversion Founding Assembly, either in person or on behalf of other shareholders and owners of shares of the Company upon the conversion. Each shareholder, who is in possession of at least 20 shares, shall have the right to attend the General Assembly. A shareholder may deputize another shareholder, from other than the Board members or Company officers, to attend the General Assembly meetings.

Article 29: Functions of the Conversion Assembly:

The Conversion Assembly meeting shall be concerned with the following issues:

1-Verify the subscription for the entire share capital.2-Lay down the final provisions of the Company’s Bylaws, provided that it shall be impermissible to introduce material amendments to the Bylaws brought before it except with the consent of all the subscribers represented thereat.3-Appoint the first Board of Directors and the first auditor and determine its remuneration.4--Deliberate on the shareholders report upon the conversion with respect to the activities and expenses

necessitated by the conversion of the Company.

For the proper convening of the Conversion Assembly meeting, it is stipulated that a number of share-holders, representing at least one-half of the share capital, shall be present, and each shareholder shall have one vote for every share subscribed for or represented by him at such meetings.

Article 30: Functions of the Ordinary General Assembly:

Except for the issues reserved for the Extraordinary General Assembly, the Ordinary General Assembly shall be concerned with all matters relating to the Company. It shall meet at least once a year during the six (6) months following the end of the Company’s fiscal year. It shall be permissible to call for other meetings of the Ordinary General Assembly whenever need arises.

Article 31: Functions of the Extraordinary General Assembly:

The Extraordinary General Assembly shall be concerned with the amendments of the Company’s By-laws with the exception of those provisions which it may not amend under the law. It shall have the right to pass resolutions on internal matters falling within the functions of the Ordinary General Assem-bly pursuant to the same terms and conditions prescribed for the latter one.

Article 32: Calling for Meetings of the General Assembly:

Meetings of the Shareholders General Assembly shall be convened upon an invitation by the Board of Directors which shall call for a meeting of the Ordinary General Assembly if so requested by the auditor or a number of shareholders representing at least 5% of the share capital of the Company. The invita-tion to hold the General Assembly meeting shall be published in the Official Gazette and in a daily newspaper, circulated in the city in which the head office of the Company is located, at least twenty (25) days before the date fixed for the meeting. The invitation shall include the meeting agenda items. Alternatively, it shall be sufficient to send the shareholders a notification by registered mail within the




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period indicated in this paragraph. A copy of the invitation and the agenda items shall be sent to the Companies Directorate General at the Ministry of Commerce & Industry within the period fixed for publication.

Article 33: Recording the Shareholders Attendance:

Upon holding the Assembly meeting, there shall be drawn a statement containing the names of the shareholders present and represented as well as their domicile, which statement shall indicate the num-ber of shares held by the shareholders personally or by proxy as well as the number of votes allocated for the same. Any interested party may peruse such statement.

Article 34: Quorum of the Ordinary General Assembly:

A meeting of the Ordinary General Assembly shall be valid only if attended by shareholders represent-ing at least one-half of the share capital. If such quorum cannot be attained at the meeting, it shall be necessary to make a call for a second meeting to be held within a period of not less than one (1) week and not more than thirty (30) days following the original meeting. The call shall be announced in the manner provided for under Article (32) of these Bylaws and the second meeting shall be regarded as valid irrespective of the number of shares represented at it.

Article 35: Quorum of the Extraordinary General Assembly:

A meeting of the Extraordinary General Assembly shall be valid only if attended by a number of share-holders representing at least one-half of the share capital. If such quorum cannot be attained at the first meeting, a call shall be sent for a second meeting under the same conditions provided for in the pre-ceding Article and the second meeting shall be valid if attended by shareholders representing at least one-quarter of the Company’s capital.

Article 36: Voting Powers:

Every subscriber shall have one vote for every share which he represents at the Conversion Founding Assembly. Votes shall be computed, at the Ordinary General Assembly and the Extraordinary General Assembly, on the basis of one vote for each share.

It shall be impermissible for the Board members to take part in the voting on the resolutions of the As-sembly pertinent to the discharge of their liability in respect of the term of their management.

Article 37: Resolutions:

Resolutions at the meetings of the Conversion Assembly and the Ordinary General Assembly shall be passed with the absolute majority of the shares represented at the meeting. However, if these resolutions relate to the evaluation of shares in kind or of special benefits, it is necessary to have the approval of the majority of the subscribers for cash shares representing two-thirds of the said shares, after disregarding subscriptions for shares in kind or the beneficiaries of special benefits . Those shall have no say in such resolutions, even if they are cash shares holders. The Extraordinary General Assembly resolutions shall be passed with a majority of two-thirds of the shares represented at the meeting unless the resolution




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is in connection with the increase or decrease of the Company’s share capital, prolonging the duration of the Company or the dissolution of the Company prior to the expiration of the term specified in its Bylaws, or with the merger of the Company in another company or establishment, in which case the resolution shall be valid only if passed with a three-quarters majority of the shares represented at the meeting. However, members of the Board of Directors shall abstain from voting on the resolutions of the General Assembly relating to the discharge of their liability in respect of their term of managing the Company.

Article 38: Discussion of Agenda: Every shareholder shall have the right to discuss the subject-matters included in the agenda of the Or-dinary Assemblies as well as to direct the questions in respect thereof to the members of the Board of Directors and the auditor. The Board of Directors or the auditor shall reply to the questions of the share-holders in as much as they do not expose the interest of the Company to damage. Should a shareholder feel that the reply to his question is unsatisfactory, then he shall approach the Assembly whose decision in that respect shall be effective and binding.

Article 39: Management of the General Assembly:

The General Assembly shall be presided over by the Chairman of the Board or whoever delegated by him in his absence. The Chairman shall appoint a Secretary for the meeting and a vote collector.

Minutes, relating to the Assembly meeting, shall be prepared, which minutes shall contain the names of shareholders present or represented, the number of shares they hold personally or by proxy, the number of votes allocated for such shares, the resolutions adopted, the number of votes consenting or dissenting to the same, and a comprehensive summary of the deliberations taken place at the meeting. Following each meeting, the minutes shall be recorded regularly in a special register to be signed by the Chairman of the Assembly, its Secretary and the Vote Collector.

Article 40: Appointment of Auditor:

CHAPTER FIVE

Auditor




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The Company shall have one auditor or more to be selected from amongst those licensed to operate in the Kingdom. Such auditor shall be annually appointed by the Ordinary General Assembly which shall determine his remuneration and may also reappoint him.

Article 41: Inspection of Registers:

The auditor shall, at all times, have the right to inspect the Company’s books and registers as well as any other documents. He shall have the right to request such particulars and clarifications as he deems necessary and also to verify the Company’s assets and liabilities.

The auditor shall submit to the Annual Ordinary General Assembly a report which shall include the Company’s position as to enabling him to obtain the particulars and clarifications requested by him and whatever violations of the provisions of the Regulations for Companies or the provisions of these Bylaws which he may have discovered as well as his opinion as regards the extent to which the Com-pany’s accounts reflect the facts and reality.

CHAPTER SIX

Company’s Accounts and Distribution of Profits




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Article 42: Fiscal Year:

The Company’s fiscal year shall start as of 1st January and terminate at the end of December of each Gregorian year, provided that the Company’s first fiscal year shall start as of the date of the resolution announcing the Company’s conversion and shall terminate on December 31 of the same fiscal year.

Article 43: Company’s Balance Sheet:

At the end of each fiscal year and at least sixty (60) days prior to the holding of the Ordinary General Assembly, the Board of Director shall prepare an inventory of the value of the Company’s assets and liabilities, as on the said date, and shall also prepare a balance sheet, a profit and loss account, a report on the Company’s activities, its financial position in the previous fiscal year and the manner proposed by him for distribution of the net profits.

The board of directors shall place these documents at the disposal of the auditor at least fifty five (55) days before the date fixed for the holding of the assembly meeting.

The Chairman of the Board of Directors shall sign the said documents, copies of which shall be depos-ited with the head office of the Company and put at the disposal of the shareholders at least twenty-five (25) days before the holding of the General Assembly. The Chairman of the Board of Directors shall publish, in a daily newspaper, circulated at the area where the head office of the Company is located, the balance sheet, the profit and losse account, a comprehensive summary of the Board of Directors report and the full text of the auditor’s report, and shall send copies of such documents, together with the full text of the auditor’s report, to the Companies Directorate General at the Ministry of Commerce and Industry, at least twenty-five (25) days prior to the time set for the meeting of the General Assembly.

Article 44: Distribution of Profits:

After deducting all overheads and other expenses, the Company’s annual net profits shall be distributed as follows:

1-Ten percent (10%) of the net profits shall be set-aside to constitute the statutory reserve. It shall be permissible for the Ordinary General Assembly to discontinue such setting-aside once the said reserve reaches an amount equal to one-half of the share capital.

2-The Ordinary General Assembly, upon a proposal by the Board of Directors, shall set-aside a cer-tain percentage of the net profits to constitute a consensual reserve to be allocated for a certain pur-pose or certain purposes.3-Thereafter, the remainder shall be distributed among the shareholders, provided that it shall not be less than 5% of the paid-up capital.

Article 45: Payment of Profits:

Profits allocated for distribution amongst the shareholders shall be paid at such place and times as determined by the Board of Directors in accordance with the instructions issued by the Ministry of Commerce & Industry.




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Article 46: Non-Distribution of Profits:

Should profits in respect of any fiscal year not be distributed, then it shall be impermissible to distribute the profits of the following years except after paying the percentage, referred to under paragraph (a) of Article (9) of these Bylaws, to the holders of the non-voting shares for such year. If the Company fails to pay such percentage of profits for three (3) successive years, it shall be permissible for the Special Assembly of the Holders of the Non-Voting Shares, held pursuant to the provisions of Article (86) of the Regulations for Companies, to determine either their attendance of the meetings of the Company’s Ordinary Assembly and participation in the voting or to appoint representatives for them on the Board of Directors in proportion to the value of their shareholding in the share capital until such time as the Company is able to pay all the priority profits allocated for the holders of such shares in respect of the previous years.

Article 47: Losses of Company:

If the losses of Company amount to three-quarters of the share capital, it shall be necessary for the members of the Board of Directors to call for a meeting of the Extraordinary General Assembly in order to consider whether the Company is to continue in existence or be dissolved prior to the end of its term indicated in Article (6) of these Bylaws. In all cases, the Assembly’s resolution shall be published in the Official Gazette.

CHAPTERSEVEN

Disputes




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Article 48: Disputes:

Each shareholder shall have the right to file the liability lawsuit prescribed for the Company against the Board members if an error made by them is likely to cause special damage to such shareholder, provid-ed that the right of the Company to file the same still exists. The concerned shareholder must notify the Company of his intention to file the lawsuit.

CHAPTEREIGHT

Dissolution and Liquidation of the Company




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Article 49: Liquidation:

Upon expiration of the Company’s term or in the case of its dissolution prior to the specific term, the Ordinary General Assembly shall, based on a proposal by the Board of Directors, decide the liquidation method, shall appoint one or more liquidators and specify their powers and remunerations. The author-ity of the Board of Directors shall end with the expiration of the Company. However, the Board of Di-rectors shall continue to manage the Company until the liquidator has been appointed and the organs of the Company shall retain their functions to the extent they are not inconsistent with the functions of the liquidators. In all cases, the resolution of the Assembly shall be published in the Official Gazette.

CHAPTER NINE

Final Provisions




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Article 50: Deposit of the Bylaws and Publication:

These Bylaws shall be deposited and published pursuant to the formalities provided for under the Reg-ulations for Companies.

Article 51: The Regulations for Companies shall apply to any matter in respect of which no provision has been made in these Bylaws.

Article 52: Acceptance of and Compliance with the Bylaws:

The Company’s Shareholders Assembly has accepted these Bylaws of the Company and undertaken to comply with the provisions thereof.

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