Executive Council Resolution No. (41) of 2022
Approving the
Articles of Association of the Salik Company PJSC[1]
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We, Hamdan bin Mohammed bin Rashid Al Maktoum,
Crown Prince of Dubai, Chairman of the Executive Council,
After
perusal of:
Federal
Law No. (4) of 2000 Establishing the Emirates Securities and Commodities
Authority and Market and its amendments;
Federal
Law by Decree No. (32) of 2021 Concerning Commercial Companies;
Cabinet
Resolution No. (12) of 2000 Regulating the Listing of Securities and
Commodities and its amendments;
Law No.
(3) of 2003 Establishing the Executive Council of the Emirate of Dubai;
Law No.
(17) of 2005 Establishing the Roads and Transport Authority and its amendments;
Law No.
(22) of 2006 Concerning the Traffic Toll in the Emirate of Dubai, its
amendments, and its Implementing Bylaw;
Law No.
(12) of 2022 Establishing the Salik Company PJSC;
Decree
No. (3) of 2021 Concerning the Listing of Stocks of Joint Stock Companies on the
Securities Markets in the Emirate of Dubai;
Resolution
No. (3) of 2022 Concerning Representation of the Government of Dubai in the
Companies it Owns;
Executive
Council Resolution No. (19) of 2010 Approving the Fees and Fines Prescribed by
the Traffic Toll Law of the Emirate of Dubai; and
Executive
Council Resolution No. (34) of 2022 Forming the Board of Directors of the Salik
Company PJSC,
Do
hereby issue this Resolution.
Pursuant to this Resolution, the Articles
of Association of the Salik Company PJSC attached to this Resolution, inclusive
of the rules and procedures set forth therein, are approved.
This Resolution comes into force on the
day on which it is issued, and will be published in the Official Gazette.
Hamdan
bin Mohammed bin Rashid Al Maktoum
Crown Prince of Dubai
Chairman of the Executive Council
Issued in Dubai on 30 June 2022
Corresponding to 1 Thu al-Hijjah 1443 A.H.
Articles of Association of the
Salik Company PJSC
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Introduction:
After
perusal of: Law No. (12) of 2022 Establishing the Salik Company, a public
joint-stock company (PJSC) owned by the Government of Dubai, and having legal
personality, financial and administrative autonomy, and the legal capacity
required to conduct its activities and achieve its objectives, in accordance
with the above-mentioned Law No. (12) of 2022, and these Articles; and
Securities
and Commodities Authority Board of Directors Chairman Resolution No. (3/C.B.)
of 2020 Approving the Joint-stock Companies Governance Guide and its
amendments,
These Articles of Association of the
Salik Company PJSC are hereby issued.
The
following words and expressions, wherever mentioned in these Articles, will
have the meaning indicated opposite each of them unless the context implies
otherwise:
|
UAE: |
The United Arab Emirates. |
|
Emirate: |
The Emirate of Dubai. |
|
Government: |
The Government of Dubai. |
|
SCA: |
The Securities and Commodities Authority. |
|
Executive Council: |
The Executive Council of the Emirate of Dubai. |
|
Competent Authority: |
An authority responsible for licensing
economic activities in the Emirate. |
|
Founder: |
The Government, in its capacity as the sole
owner of the Company. |
|
Financial Market: |
Any of the financial markets in which the
Company shares are listed. |
|
Companies Law: |
Federal Law by Decree No. (32) of 2021
Concerning Commercial Companies or any other superseding legislation. |
|
Law: |
Law No. (12) of 2022 Establishing the Salik
Company PJSC. |
|
Traffic Toll System: |
A system for collecting the Traffic Toll
prescribed by the above-mentioned Law No. (22) of 2006, and the resolutions
issued in pursuance thereof, from the Road Users who pass through any of the
Traffic Toll Gates. |
|
Traffic Toll Gate: |
The locations where special technical
equipment is installed, allowing the deduction of the Traffic Toll prescribed
by the above-mentioned Law No. (22) of 2006, and the resolutions issued in
pursuance thereof, from the credit balance of the Traffic Toll Tag of any
Vehicle passing through these locations without the need to stop the Vehicle. |
|
Traffic Systems: |
A set of electronic and electrical devices
which are connected to centralised systems and servers through a
telecommunications network, comprising specialised engineering programmes and
applications that are used to monitor, manage, and control traffic on the
Road network. |
|
Government Shareholder: |
The Department of Finance, in its capacity as
the holder of the Government share in the Company. |
|
Shareholder: |
A natural or legal person who holds shares in
the Company where the share capital of the Company is increased or where the
Founder sells a percentage of his shares by offering them for Public
Subscription. |
|
Company: |
The Salik Company PJSC. |
|
Governance Rules: |
A set of regulations and procedures issued by
the SCA, which ensures achievement of corporate discipline in all the Company
affairs, including the responsibilities and duties of the Chairperson, the
Directors, and the Management, as well as the rights of Shareholders. |
|
Subsidiary: |
Any company or corporation whose majority
shares are owned directly or indirectly by the Company. |
|
Special Resolution: |
A resolution passed by majority vote of the
Shareholders holding at least three quarters (3/4) of the shares represented
in the General Assembly. |
|
Board of Directors: |
The board of directors of the Company. |
|
Chairperson: |
The chairperson of the Board of Directors. |
|
Director: |
A member of the Board of Directors. |
|
CEO: |
The chief executive officer of the Company. |
|
Management: |
The executive management of the Company,
comprising the CEO; his/her assistants; and the administrative, finance, and
technical employees of the Company. |
|
Secretary: |
The secretary of the Board of Directors or any
of its committees. |
|
Auditor: |
An auditor of the Company appointed by the
General Assembly. |
|
Cumulative Voting: |
A voting process pursuant to which each
Shareholder has a number of votes equal to the number of shares held by that
Shareholder; and whereby, when voting on the election of Directors, these
votes are cast in favour of a single candidate or distributed among more than
one (1) candidates, provided that the number of votes cast by a Shareholder
does not exceed the number of the votes held by that Shareholder. |
|
Listing Rules: |
The rules and requirements of listing set
forth in the Companies Law and the Cabinet resolutions issued in pursuance
thereof, the resolutions issued by the SCA, and the regulations applicable to
the Financial Market. |
|
Related Party: |
Any person, entity, or body designated as
Related Party by the SCA pursuant to the relevant resolutions it issues. |
The
Company is named the Salik Company PJSC.
The head
office of the Company will be located in the Emirate of Dubai. The Board of
Directors may establish branches and offices of the Company within and outside
of the Emirate.
The term
of the Company is ninety-nine (99) Gregorian years, automatically renewable for
the same period unless a Special Resolution is issued by the General Assembly
modifying the term of the Company or dissolving the Company before the end of
the term.
a. The Company will
have the following objectives:
1. to operate,
manage, and develop the Traffic Toll System exclusively in the Emirate; and
implement the legislation regulating the Traffic Toll, including the
above-mentioned Executive Council Resolution No. (19) of 2010, in accordance
with the franchise agreement concluded with the Roads and Transport Authority;
2. to manage,
develop, and operate the Traffic Systems pursuant to the agreements concluded
by the Company with the entities in charge of these systems within and outside
of the Emirate;
3. to provide
consultancy services in the field of Traffic Systems and Traffic Toll;
4. to coordinate with
the Roads and Transport Authority with a view to conducting studies on the site
plans and locations of Traffic Toll Gates; and
5. to invest in the
field of Traffic Systems and Traffic Toll.
b. For the purpose of
achieving the objectives mentioned in paragraph (a) of this Article, the
Company may:
1. contract with
third parties to achieve its objectives;
2. establish
wholly-owned companies or hold shares in existing companies that are related to
its objectives within and outside of the Emirate;
3. own, possess, take
lease of, and lease out land and other real property as required for the
achievement of its objectives;
4. invest and use its
property in any commercial, financial, service, or industrial fields;
5. borrow funds, with
or without security, in accordance with the legislation in force in the
Emirate;
6. grant usufruct
rights and any other real rights in the land owned by the Company to any entity
or company engaged in the field of Traffic Systems, including Traffic Toll Systems;
and
7. conduct any other
business or activity that is related to the achievement of its objectives and
does not contradict the provisions of the Law, the Companies Law and the
resolutions issued in pursuance thereof, these Articles, or other legislation
in force in the Emirate.
a. The issued share
capital of the Company is seventy-five million dirhams (AED 75,000,000.00), divided
into seven billion and five hundred million (7,500,000,000) shares. The nominal
value of each share is 0.01 dirham (one fils).
b. Unless the General
Assembly decides, pursuant to a Special Resolution, to issue different classes
of shares, all the shares of the Company will be nominal and equal in rank and
rights with one another in all aspects.
The
percentage of Government shareholding of the Company must not be less than
sixty percent (60%) of the share capital of the Company at all times.
Subject
to the provisions of Article (7) of these Articles, the shares of the Company will
be offered for public subscription in accordance with the relevant percentages
prescribed by the Executive Council.
One
hundred percent (100%) of the total nominal value of the shares will be paid up
in full on subscription.
Shareholders
will be responsible for the Company’s liabilities and losses only to the extent
of any amount unpaid in respect of the shares held by them. The extent of
liability of the Shareholders may be increased only with their unanimous
consent.
The
ownership of any share in the Company will be deemed an acceptance by the
Shareholder to be bound by these Articles and by the resolutions of the General
Assembly. A Shareholder may not request a refund of the amounts paid to the
Company in consideration of his/her shareholding in the share capital.
The
shares are not divisible, which means that a share may not be co-owned by more
than one (1) person.
Each
share entitles its holder to a proportion equal to that of the other shares
without distinction. A Shareholder is entitled to:
1. ownership of the
assets of the Company, upon dissolution, in proportion to the value of the shares he/she holds;
2. the profits of the
Company, in proportion to the value of the shares he/she holds;
3. attend General
Assembly meetings; and
4. vote on the
resolutions of the General Assembly.
a. The Company will
list its shares on any Financial Market licensed in the Emirate. The Board of
Directors may list the Company shares on Financial Markets outside of the
Emirate or the UAE. In issuing, registering, trading in, transferring, and
creating rights in the Company shares, the Board of Directors must comply with the
rules stipulated in the Companies Law, the above-mentioned Federal Law No. (4)
of 2000 and Cabinet Resolution No. (12) of 2000, the resolutions issued in
pursuance thereof, these Articles, the regulations appliable to the relevant
Financial Market, and the legislation in force in the Emirate.
b. The Company shares
may be sold, transferred, pledged, or otherwise legally disposed of, in
accordance with the provisions of these Articles. All such dispositions must be
registered in a special register to be known as the “Share Register” and
maintained by the Company. Upon listing the Company shares on a Financial
Market, all dispositions related to these shares, including any set-off or
settlement, will be registered in accordance
with the regulations applicable to that Financial Market.
c. In the event of
the death of a Shareholder, his/her heir(s) or devisee(s) will be the only
person(s) having rights in the shares of the deceased Shareholder. The heir(s)
or devisee(s) will be entitled to dividends and other privileges as the
deceased Shareholder would have been entitled in relation to the shares. An
heir or devisee will, after being registered as a Shareholder in accordance
with these Articles, have the same rights in his/her capacity as a Shareholder
in the Company as the deceased Shareholder had in relation to the shares. The
estate of the deceased Shareholder will not be exempted from any obligation towards
the Company or others in relation to any share held by him/her at the time of
death.
d. Any person who
becomes entitled to rights in a share or shares in the Company as a result of
the death, dissolution, or bankruptcy of a Shareholder, or pursuant to an
attachment order issued in favour of that person by any competent court of law,
must within thirty (30) days:
1. produce written
evidence of that right to the Company; and
2. decide, in
accordance with the Companies Law and the resolutions issued in pursuance
thereof, either to be registered as a Shareholder or to nominate another person
to be registered as a Shareholder of the share(s) devolved to him/her by way of
inheritance, dissolution, bankruptcy, or court-ordered attachment.
Where the
Company completes the listing of its shares on a Financial Market, it will
replace its Share Register and ownership transfer system with an electronic
system, which is compatible with the system adopted by the Financial Market,
for the registration and transfer of shares. The data recorded in that
electronic system will be final and binding on all persons; and may not be
challenged, transferred, or altered except in accordance with the legislation,
regulations, and procedures applicable to the Financial Market.
A
Shareholder’s heirs, successors, or creditors may not, for whatsoever reason,
request the attachment of the Company property. They may not request to
subdivide that property or sell it, or interfere in any way whatsoever in the
management of the Company. These heirs, successors, and creditors must, when
exercising their rights, rely on the Company’s inventories and financial
statements in respect of the last Financial Year of the Company as well as the
relevant resolutions of the General Assembly.
The
Company will pay dividends on each share to the last holder of the share whose
name is registered in the Share Register on the date specified by the General
Assembly for payment of the dividends. This holder, or his/her agent or legal
representative, will have the sole right to the profits payable in respect of
the share whether these profits are in the form of dividends or entitlement to
a part of the Company’s assets in the event of its liquidation.
a. Subject to the
provisions of the Companies Law and the resolutions issued in pursuance
thereof, the share capital of the Company may, after obtaining the SCA
approval, be increased by issuing new shares of the same nominal value as the
original shares or of the same nominal value plus a premium. Subject to
obtaining the SCA approval, the share capital of the Company may also be
reduced in accordance with the provisions of the Companies Law and the
resolutions issued in pursuance thereof.
b. An increase or a
reduction of the share capital of the Company must be made under a Special
Resolution of the General Assembly issued based on a proposal of the Board of
Directors after reviewing the Auditor’s report. In the case of increase of the
share capital, the resolution must state the amount of the increase and the
value of the shares to be issued. In the case of reduction of the share capital,
the resolution must state the amount to be reduced and the method of reduction.
PART THREE
BONDS AND SUKUK
a. Subject to the
provisions of the Companies Law and the resolutions issued in pursuance
thereof, the General Assembly may, upon the recommendation of the Board of
Directors, resolve, pursuant to a Special Resolution, to issue tradable or
non-tradable bonds, sukuk, or other securities of any nature of equal
value per issue, whether they are convertible to shares or otherwise. The
Special Resolution issued by the General Assembly must determine the value of
the bonds, sukuk, or other securities; the terms of their issuance; and
their tradability or convertibility into shares. The General Assembly may,
pursuant to the rules adopted by the SCA, delegate to the Board of Directors
the power to determine the date of issuance of these bonds and sukuk.
b. Any bond or sukuk
issued by the Company will remain of a nominal value until fully paid up. The
Company may not issue bearer bonds or sukuk. Bonds or sukuk issued in
connection with a single loan will give equal rights to the holders of these
bonds or sukuk. Any condition to
the contrary will be null and void.
PART FOUR
BOARD OF DIRECTORS
a. Subject to the
provisions of Article (10) of the Law, the Company will be managed by a Board
of Directors consisting of the Chairperson, the vice chairperson, and other
experienced and specialised Directors. The number of Directors may not be less
than seven (7). The Directors will be appointed or elected by the General Assembly
via secret Cumulative Voting.
b. The Board of
Directors will be appointed or elected, in line with the
ownership rights in the Company, as follows:
1. The Government
Shareholder will be entitled to appoint a number of Directors commensurate with
its shareholding in the Company share capital.
2. The remaining Directors will
be elected via secret Cumulative Voting without participation of the Government
Shareholder, in accordance with the provisions of the Companies Law and the
resolutions issued in pursuance thereof. Directors may be elected from among
non-Shareholders.
3. The Company must comply with the Governance
Rules with respect to nomination for the Board of Directors membership. A
candidate for membership must provide the following information and documents:
a. a curriculum vitae
stating his/her academic qualifications and professional experience, and the category
of membership for which he/she is nominated;
b. a written
undertaking to comply with the Law, the Companies Law, the resolutions issued
in pursuance thereof, and these Articles; and to exercise the duty of care of a
prudent person throughout the term of his/her membership in the Board of
Directors;
c. a list of the
companies and entities for which he/she works at the time of nomination or in
which he/she is a Director, as well as any other competing activity he/she
carries out, whether directly or indirectly;
d. in case of a
representative of a corporate body, a letter from the corporate body stating
the name of its candidate for the Board of Directors membership; and
e. a list of the
commercial companies in which he/she is a partner or a shareholder, as well as
to the number of shares or stocks he/she owns in these companies.
a. Membership of the
Board of Directors will be for a term of three (3) years. At the end of that
term, the Board of Directors must be reconstituted by appointing or electing
new Directors, or reappointing or re-electing former Directors.
b. Where the position
of a Director falls vacant, the Board of Directors may appoint a new Director
within thirty (30) days from the date of vacancy. The appointment must be
presented to the General Assembly in its first subsequent meeting to approve the
appointment decision or appoint another Director. The new Director will
complete the term of his/her predecessor. Where no new Director is appointed
within the aforementioned period, the Board of Directors must, at the first
subsequent General Assembly meeting, solicit candidates for election to fill
the vacancy in the Board of Directors.
c. Where the number
of vacant positions reaches one third (1/3) of the number of Directors, the
Board of Directors, or the remaining Directors, must call for a General Assembly
to convene within thirty (30) days from the date of last vacancy in order to
elect new Directors. In any event, a new Director will complete the term of membership
of his/her predecessor.
a. Upon expiry
of the tenure of the first Board of Directors, formed pursuant to the
above-mentioned Executive Council Resolution No. (34) of 2022, the new Board of
Directors will elect by secret ballot, from among its Directors, a Chairperson
and a vice chairperson. The vice chairperson will serve as the Chairperson in
case of his/her absence or vacancy of his/her position.
b. The Chairperson is
responsible for supervising the Board of Directors and the performance of its
functions under the Law, the Companies Law, the resolutions issued in pursuance
thereof, and these Articles.
c. The Board of
Directors will appoint a Secretary to the Board of Directors in accordance with
the relevant rules adopted by the SCA. The Secretary will be responsible for
preparing the agendas of the Board of Directors; sending invitations to
Directors to attend its meetings; recording, following up the implementation
of, maintaining, and archiving its minutes of meetings, resolutions, and
recommendations; and performing any other duties assigned to him by the
Chairperson or the Board of Directors.
d. The Secretary must
meet the conditions and requirements stipulated in the Governance Rules. The
Secretary will report directly to the Board of Directors, and may only be
dismissed pursuant to a resolution of the Board of Directors.
e. The Board of
Directors may, in accordance with the Law and the Governance Rules, form one or
more committees from among Directors and delegate to these committees any of
the duties and powers assigned to the Board of Directors.
a. The Board
of Directors will undertake the general management of the Company and its
performance of all the functions and activities required to achieve its
objectives. The Board of Directors will act on behalf of the Company within the
scope of the functions assigned to it under the Law, the Companies Law, the
resolutions issued in pursuance thereof, these Articles, and the General
Assembly resolutions. In particular, the Board of Directors will have the
duties and powers to:
1. approve, and
follow up the implementation of, the strategic plans and policies of the
Company;
2. conclude loan
agreements for periods in excess of three (3) years, and enter into arbitration
agreements in respect of the contracts and disputes to which the Company is a
party.
3. approve releasing
the Company’s debtors from liabilities; engage in conciliation and agree to arbitration;
agree to the application of foreign laws to any of its agreements; and
establish, invest in, sell, dissolve, or liquidate fully. or partially owned
companies and Subsidiaries;
4. approve the terms
of reference of the Board of Directors and all other relevant matters,
including the delegation of functions and assignment of responsibilities to
Directors;
5. approve the
financial, administrative, and technical bylaws of the Company, including the
delegation of authority matrix; the bylaws governing its procurements and asset
management; and the bylaws governing its human resources;
6. approve the
organisational structure of the Company;
7. divide, transfer,
convert, merge, consolidate, sell, mortgage, assign, or dispose of, in any
legal manner, any of the Company’s funds or assets, or the funds or assets of
any of the Subsidiaries, in accordance with the relevant delegation of
authority matrix;
8. allow the Company
and the Subsidiaries to undertake any investment, borrowing, or lending; or issue
guarantees, bonds, sukuk, or any other debt instruments, in accordance with the
legislation in force in the Emirate;
9. acquire and merge
companies and establishments; and
10. appoint and remove
the CEO;
11. determine the
duties and powers of the Management;
12. review and assess
the performance of the Management and its
implementation of the approved plans, strategies, and policies;
13. approve the rules
for awarding incentives, bonuses, and benefits to Directors and to the Management;
14. approve the draft
budget and financial statements of the Company;
15. assign any of the
Directors to serve as the managing Director of the Company and CEO; and
16. exercise any other duties or powers aligned
with the objectives of the Company as required to serve its interests without
contradicting the provisions of the Law and other legislation in force in the
Emirate.
b. Without prejudice
to the provisions of the Law, the Companies Law, and the resolutions issued in
pursuance thereof, the Board of Directors may delegate any of the powers stipulated
in paragraph (a) of this Article.
a. Subject to the
provisions of paragraphs (b) and (c) of Article (10) of the Law, the CEO will
have the duties and powers to:
1. represent the
Company before all entities within and outside of the Emirate, including
judicial authorities and government and non-government entities;
2. implement all
resolutions issued by the General Assembly and the Board of Directors;
3. manage the
day-to-day work of the Management and the operations of the Company, and ensure
the performance of the duties assigned to it under the Law, the Companies Law,
the resolutions issued in pursuance thereof, these Articles, the legislation in
force in the Emirate, and the bylaws applicable to the Company;
4. conclude
contracts, agreements, and memoranda of understanding, and sign documents of
whatever nature and type, within the powers vested in him/her under these
Articles;
5. issue policies,
decisions, and internal bylaws in connection with the affairs of the Company
and the Subsidiaries, except for the bylaws which the Board of Directors is
exclusively authorised to approve pursuant to sub-paragraph (a)(5) of Article
(23) of these Articles;
6. undertake all
financial and banking transactions, and make the decisions related thereto, in
accordance with the powers assigned to him/her under the bylaws adopted by the
Company;
7. perform all
functions assigned to him/her under the legislation applicable to the Company,
its internal bylaws, and other legislation in force in the Emirate;
8. supervise the
executive body of the Company and all matters related to its human resources,
including approval of the appointment of employees, determination of their
salaries and remuneration, their transfer and dismissal, and all other relevant
matters, in accordance with the powers stipulated in the human resources bylaw
adopted by the Company;
9. recommend to the
Board of Directors the nomination of the Company representatives in the boards
of directors of the Subsidiaries. However, the appointment of these
representatives in the boards of directors of Subsidiaries must be approved
pursuant to a resolution of the Board of Directors;
10. form permanent and
temporary committees and work teams, and determine their functions and the
remunerations of their members, in line with the regulations adopted by the
Company, the Companies Law and the resolutions issued in pursuance thereof; and
the Governance Rules;
11. appoint others to
represent the Company in respect of any matter related to serving its interests
and protecting its rights;
12. conclude
conciliation and settlement agreements on behalf of the Company; agree to the
application of foreign laws to any of the contracts and agreements concluded by
the Company or the Subsidiaries; file lawsuits and appoint advocates; and
conclude judicial and legal settlements and debt releases, in accordance
with the Board of Directors resolutions and with a view to serving the
Company's interests; and
13. exercise any other
duties or powers delegated or assigned to him/her by the General Assembly, the
Chairperson, or the Board of Directors.
b. The CEO will
exercise the duties and powers assigned to him under paragraph (a) of this
Article in accordance with the relevant delegation of authority matrix approved
by the Board of Directors.
c. Without prejudice to the provisions of the Law, the Companies Law, and the resolutions issued in pursuance thereof, the CEO may delegate any of his/her powers under paragraph (a) of this Article to any of the Company employees, in accordance with work requirements and with a view to serving the interests of the Company and the Subsidiaries, provided that such delegation is specific, in writing, and in accordance with the delegation of authority matrix approved by the Board of Directors.
The Board
of Directors will be convened, at least four (4) times a year and where
necessary, at the invitation of its Chairperson, or vice chairperson in case of
absence of the Chairperson at the time and place he/she determines. The
meetings of the Board of Directors may be held through audio or visual means of
communication. The invitation will be sent, together with the approved agenda,
at least one (1) week before the date scheduled for the meeting. Subject to the
approval of the chair of a meeting, a Director may request adding any items to
the agenda to be discussed at the meeting.
a. A meeting of the
Board of Directors or any of its committees will be valid if attended by the majority
of its Directors. Attendance will be in person, by being present physically or
through audio or video means of communication, or any other means of visual
communication, as may be approved by the Board of Directors or its committee. A
Director may give a written proxy to another Director to attend a meeting of
the Board of Directors or any of its committees and vote on his/her behalf. In
this case, the Director will have one (1) vote out of the votes of attending
Directors. A Director may not hold more than one proxy at any meeting, and may
not vote by way of correspondence.
b. The resolutions of
the Board of Directors or its committees will be passed by majority vote of
attending Directors or their representatives. In case of a tie, the chair of
the meeting will have a casting vote.
a. All topics
and issues considered and discussed, and all resolutions passed, will be
recorded in the minutes of meetings of the Board of Directors or its
committees. Any reservations made by a Director, and any dissenting opinion, will
also be recorded in these minutes.
b. The attending
Directors and the Secretary will sign the minutes of meetings of the Board of
Directors and its committees whether by hand or electronically. Once approved,
copies of these minutes must be distributed to the Directors for reference.
c. The minutes of
meetings of the Board of Directors and its committees will be maintained by the
Secretary. Where a Director refuses to sign any minutes of meeting, this will
be recorded in the minutes together with any reasons provided for the refusal.
a. Without prejudice
to the quorum requirement for convening a meeting, the Board of Directors may issue
certain resolutions by circulation subject to the following:
1. The majority of
the Directors must acknowledge the existence of an emergency requiring issuing
resolutions or recommendations by circulation.
2. The resolutions
required to be circulated to Directors must be in writing and accompanied by
all related documents.
b. Where the shares
of the Company are wholly owned by the Government Shareholder, and prior to
offering the shares of the company for public subscription, a Board of
Directors resolution in writing and signed or approved by the majority of
Directors will be deemed enforceable and valid as if approved in a meeting of
the Board of Directors which is duly convened.
The
Chairperson, the CEO, the Secretary, and the Company’s legal advisor are
authorised, jointly or severally, to provide certified copies of the minutes of
meetings of the Board of Directors or its committees, to sign these copies, to
confirm that they are certified true copies of the original minutes, and to
date these certified copies. Any party dealing with the Company may rely on any
of the certified copies as a true copy of the original document.
a. The Chairperson
and Directors must avoid any conflict of interest that may arise as a result of
their membership in the Board of Directors or any of its committees; avoid any
act that may raise any suspicions of conflict of interest; and disclose any
conflicts of interest or any suspicion thereof. In particular, they must
refrain from:
1. participating in
any discussion; or voting on, or impacting in any way whatsoever, any decision,
recommendation, or procedure in which they or their spouses or relatives up to
the fourth degree have any direct or indirect interest;
2. exploiting their
membership in the Board of Directors or its committee, or disclosing any
information they obtain as a result of that membership in order to achieve
specific objectives or receive a special service or treatment;
3. participating in
any process, procedure, or decision that may affect performing their duties
objectively, impartially, and independently; or
4. being involved in
any of the conflicts of interest stipulated in the Companies Law, the
resolutions issued in pursuance thereof, and other legislation in force in the
Emirate.
b. Any resolutions or
procedures taken in violation of paragraph (a) of this Article will be null and
void.
a. Conflicts of
interest must be disclosed by the concerned Director in the minutes of meeting
of the Board of Directors or its committee. The Secretary must record that
disclosure in a register maintained for this purpose, update this register on a
regular basis, and present it to the Chairperson and Directors for perusal.
b. The Board of
Directors will have the right to consider any conflict of interest a Director
may be involved in, and make the relevant decision by majority vote of
attending Directors. The Director involved in the conflict of interest may not
vote on the relevant decision.
c. Where a Director
fails or refuses to disclose to the Board of Directors a conflict of interest
related to a transaction or dealing to which the Company is a party, the
Company or any of its Shareholders may request the Board of Directors, the
Competent Authority, or the competent court to invalidate that transaction or
dealing and require the violating Director to pay to the Company any profit,
interest, or benefit derived from the same.
Membership
in the Board of Directors will terminate in any of the following cases:
1. death, legal
incapacity, or inability to perform duties;
2. conviction of any
crime affecting honour or trustworthiness;
3. resignation
pursuant to a written notice served on the Chairperson;
4. dismissal pursuant
to a resolution of the General Assembly; or
5. absence, during
the tenure of the Board of Directors, for three (3) successive or five (5)
non-successive meetings of the Board of Directors, without an excuse acceptable
to the Chairperson.
Subject
to the provisions of Article (34) of these Articles, a Director may not be
personally liable for any obligations of the Company as a result of performing his/her
duties as a Director, provided that he/she does not exceed his/her authority.
a. The Board of
Directors and the Management will be held liable towards the Company,
Shareholders, and third parties for any act of fraud or abuse of powers, or any
breach of the legislation in force or these Articles. Any provision to the
contrary will be null and void.
b. The liability of
Directors referred to in paragraph (a) of this Article will be joint liability
if it arises from a unanimous resolution of the Board of Directors. However,
where the relevant resolution is adopted by majority vote, the Directors who
have objected to the resolution or made reservations thereon will not be held
liable for the same, provided that they have recorded their objections or
reservations in writing in the relevant minutes of meeting. A Director who was
absent from the meeting in which the resolution was passed will not be relieved
from liability unless it is proven that he was not aware of the resolution or
that he was aware of the same but was unable to object to it. The Management will
bear the liability mentioned in paragraph (a) of this Article if the breach arises
from a decision it makes.
c. The Company will,
to the extent of the value of its assets, indemnify any Director or member of
the Management of the Company against any liability, with the exception of
criminal liability, incurred by them as a result of, or in connection with, the
performance of their duties in the Company, provided that the Director or
member is acting in good faith and in a
manner he reasonably believes to be in the interest of the Company.
Nonetheless, no indemnification will be made in respect of any claim or matter
as to which that Director or member has been finally adjudged by a competent
court to be liable towards the Company. In all events, the Company will
maintain the necessary insurance coverage in respect of the Board of Directors
and Management liability.
a. The Company may
not provide any loans to any Director or execute guarantees or provide
securities in connection with any loans granted to him/her. A loan will be
deemed as granted to a Director if granted to his/her spouse, children, or
relatives up to the second degree.
b. No loan may be
granted to a company in which a Director or his/her spouse, children, or
relatives up to the second degree hold more than twenty percent (20%) of the
share capital.
a. Related Parties must
not use any information to which they have access by reason of their membership
in the Board of Directors, or employment with the Company, to achieve any benefit
whatsoever for themselves or for third parties through dealing in the
securities of the Company or conducting any other transactions. Related Parties
may not have a direct or indirect interest with any party performing any
activities that are intended to influence the price of the securities of the
Company or those issued by it.
b. The Company may, subject
to the approval of the Board of Directors, conclude any transaction whose value
does not exceed five percent (5%) of its capital with any Related Party. Any
transaction in excess of this percentage must be approved by the General
Assembly after evaluating it, in accordance with the relevant rules and
conditions prescribed by the SCA.
c. No Director may
engage, without obtaining the approval of the General Assembly, in any work
that may compete with the Company or carry on, for his own account or for the
account of third parties, any business activity conducted by the Company. A
Director may not disclose any information or data of the Company, failing which
the Company may claim compensation from him or recover any profits made as a
result of the disclosure.
d. A Related Party
must, prior to concluding any transaction with the Company, disclose to the
Board of Directors the type and terms of the transaction and all essential
information related to his shares and shareholdings in both the companies
parties to the transaction and the extent of his interest in, and benefit from,
the transaction.
e. Where the Company
concludes a transaction with a Related Party, the Chairperson must provide the
SCA with a statement which includes data and information on the Related Party;
the details of the transaction; the type and extent of the interest of the
Related Party in the transaction; and any other relevant data, information, or
documents that the SCA may request, together with a confirmation in writing
that the terms of the transaction with the Related Party are fair, reasonable,
and in the interest of the Shareholders of the Company.
f. Without prejudice
to this Article, transactions with Related Parties will be governed by an
internal policy approved by the Board of Directors. The Auditor must state in his/her
annual report any conflicts of interest or financial dealings that have taken
place between the Company and any Related Parties, and the action taken in this
respect.
g. Articles (30), (31), (36), and (49) hereof do not apply to the
transactions or dealings concluded or conducted by the Company with the Founder
or any company owned or controlled by the Founder; with the federal or local
government directly or indirectly or any entity that is directly or indirectly
owned or controlled by the federal or local government; or with any subsidiary,
affiliate, or sister company of the same. Moreover, these Articles do not apply
to any transaction that may be challenged on the grounds of a conflict of
interest arising out of the appointment of a Director by the Founder. The
aforementioned transactions and dealings will be exempt from the application of
the relevant provisions of the Companies Law and the resolutions issued in
pursuance thereof, and of any other rules related to the transactions of
Related Parties regulated by the relevant resolutions issued by the SCA.
a. The remuneration
of Directors will be calculated as a percentage of the net profits of the
Company, and may not exceed one percent (1%) of the net profits for the
relevant financial year after deducting the depreciation allowance and
reserves. The duties of the Chairperson and the CEO must be taken into
consideration when determining their remuneration. The Company may reimburse
any Director for the expenses he incurs.
b. Subject to
obtaining the approval of the General Assembly, the Board of Directors may pay
a Director his/her remuneration as a lump sum not exceeding two hundred
thousand dirhams (AED 200,000.00) at the end of the financial year in the
following cases:
1. if the Company does
not make profits; or
2. if the Company
makes profits but the Director’s remuneration, calculated as a percentage of
these profits, is less than two hundred thousand dirhams (AED 200,000.00).
Without
prejudice to the provisions of Article (20) of these Articles, the General
Assembly may dismiss all or any of the elected Directors, and solicit
candidates for the election of new Directors in their places in accordance with
the Governance Rules. A dismissed Director may not stand for election or be
re-elected as a Director for at least three (3) years from the date of
dismissal.
A
General Assembly will be duly convened in the Emirate where the Shareholders holding
more than fifty percent (50%) of the share capital of the Company are in
attendance. If the quorum is not present in the first General Assembly meeting,
an invitation for a second meeting must be sent, and that meeting must be
convened no earlier than five (5) days and no later than fifteen (15) days from
the scheduled date of the first meeting. The second General Assembly meeting will
be deemed duly convened regardless of the number of Shareholders in attendance.
a. Each
Shareholder will have the right to attend General Assembly meetings, and will
have a number of votes equal to the number of his/her shares. A Shareholder may
authorise any person to attend the General Assembly on his/her behalf, provided
that such a person is not a Director, an employee of the Company, or a
brokerage company or any of its employees. The authorisation will be valid only
if it is documented in a written proxy in accordance with the relevant
conditions stipulated by the Board of Directors. The value of shares
represented by a proxy for multiple Shareholders may not exceed five percent
(5%) of the Company’s share capital. Legally incapacitated and partially
incapacitated Shareholders will be represented by their legal representatives.
b. A legal person
may, pursuant to a resolution of its board of directors or its assignee,
delegate a representative, a person in charge of its management, or any of its
employees to represent it in the General Assembly. The delegated person will
have the powers determined in the delegating resolution.
a. An
invitation to attend a General Assembly will be served on Shareholders, after
obtaining the approval from the SCA, through announcement in two (2) daily
local newspapers issued in Arabic and English, or by email, short message
service (SMS), or registered mail, at least twenty-one (21) days prior to the
date scheduled for the meeting. The invitation must contain the agenda of the
General Assembly meeting. Copies of the invitation will be sent to the SCA and
the Competent Authority.
b. General Assembly
meetings and Shareholders’ participation in its deliberations and voting on its
resolutions may be conducted using modern electronic means for distance
participation, in accordance with the relevant rules and procedures adopted by
the SCA.
A
General Assembly will be convened by:
1.
the Board of Directors, at least once a year within the four
(4) months following the end of each financial year;
2.
the Board of Directors, where necessary, upon a request of
the Auditor, or if one or more Shareholders holding not less than ten percent
(10%) of the share capital request a meeting. In that case, the Board of
Directors must send invitations to a General Assembly meeting within five (5)
days from the date of submitting the request, and the meeting must
be held within thirty (30) days from the date of the invitation;
3.
the Auditor directly, if the Board of Directors fails to
send an invitation to convene the General Assembly while this is required under
the Companies Law or the resolutions issued in pursuance thereof, or within
five (5) days from the date of submission of a request for meeting by the
Auditor to the Board of Directors; or
4.
the SCA, within five (5) days from the date of its request
to the Board of Directors to convene the General Assembly, in the following
cases:
a. the lapse
of thirty (30) days after the date scheduled for the General Assembly meeting,
or lapse of four (4) months after the end of the financial year, without the
Board of Directors sending an invitation to the meeting;
b. if the number of
Directors no longer constitutes a quorum;
c. where it is
established to the Company’s satisfaction, at any time, that a violation of the
Companies Law, the resolutions issued in pursuance thereof, or these Articles,
or that gross mismanagement of the Company, has been committed; or
d. if the Board of
Directors fails to convene a meeting of the General Assembly requested by one
or more Shareholders representing ten percent (10%) or more of the share
capital of the Company.
The
following matters will be presented
for action to the General Assembly in its annual meeting:
1.
the Board of Directors' report on the activities of the
Company and its financial position throughout the year, and the Auditor's
report, for approval;
2.
the balance sheet and profit and loss account, for
discussion and approval;
3.
election of Directors, where necessary;
4.
appointment of Auditors and determining their remuneration;
5.
the Board of Directors' proposals regarding the distribution
of profits, whether as cash dividends or bonus shares, for consideration;
6.
the Board of Directors' proposals regarding the remuneration
of Directors and determination of its amount in accordance with the provisions
of these Articles, for consideration;
7.
any case of dismissal, discharge of liability, impeachment,
or suing of Directors where necessary; and
8.
any case of dismissal, discharge of liability, impeachment,
or suing of Auditors where necessary.
a. The Shareholders
wishing to attend a General Assembly meeting must, within sufficient time prior
to the meeting, register their names in the electronic register maintained by
the Management for this purpose. The register must include the names of
Shareholders or their proxies; the number of shares held by each Shareholder,
or number of shares represented by each proxy and the names of their owners; and copies of the proxy authorisations. The Shareholder or proxy will be
given a pass, which states the number of votes held or represented by him/her,
to attend the meeting. An extract from the register, indicating the number of
shares represented at the meeting and the percentage of attendance, will be
printed out; signed by the chair of the meeting, the General Assembly
secretary, and the Auditor; and attached to the minutes of the General Assembly
meeting.
b. Registration for
attending General Assembly meetings will close when the chair of the meeting
announces whether or not the quorum of that meeting is reached. No registration
of any Shareholder or proxy may be accepted thereafter, and the votes of any
late Shareholders or proxies will not count and their views on the matters
raised in that meeting will not be taken into account. If any of the attending
Shareholders, or their representatives, withdraws from a quorate General
Assembly meeting, such withdrawal will not affect the validity of the meeting.
In that case, resolutions will be passed by the majority vote of the remaining
shares represented at the meeting, as prescribed in the Companies Law.
The
register of Shareholders will be closed in accordance with the regulations governing
the trading, set-off, settlement, transfer of ownership, and custody of
securities and the relevant rules prevailing in the Financial Market.
a. The provisions of
the Companies Law and the resolutions issued in pursuance thereof will apply to
the quorum required for the validity of General Assembly meetings and to the
majority required to pass resolutions.
b. While the shares
of the Company are fully owned by the Government Shareholder and prior to
offering them for public subscription, the General Assembly will convene with
the participation of the Government Shareholder, represented by the person authorised
by it to attend the General Assembly meeting.
a. A General
Assembly meeting will be chaired by the Chairperson, or by the vice chairperson
in case of absence of the Chairperson. If both the Chairperson and vice
chairperson are absent, the General Assembly meeting will be chaired by a
Director appointed by the Board of Directors for this purpose.
b. If none of the
persons referred to in paragraph (a) of this Article is not present in the
meeting, the General Assembly will appoint a Shareholder to chair the meeting
and a secretary for the meeting.
c. The General
Assembly will appoint a teller to count votes in its meetings.
d. The minutes of
meetings of the General Assembly and the details of the attendees will be
recorded in books maintained for this purpose. The minutes must be signed by
the chair of the relevant meeting, the General Assembly secretary, the tellers,
and the Auditor. The signatories of the minutes of meeting will be held liable
for the accuracy of the information contained therein.
a. Voting at a
General Assembly meeting will be in the manner specified by the chair of the
meeting unless the General Assembly prescribes a different manner of voting.
Voting must be by secret ballot if it relates to the dismissal or impeachment
of Directors.
b. While the shares
of the Company are fully owned by the Government Shareholder and prior to
offering them for public subscription, any written resolution approved and
signed by the Government Shareholder, in its capacity as representative of the
General Assembly, will be deemed valid and enforceable as if issued by a duly
convened General Assembly.
a. A Director may not
participate in voting on any General Assembly resolutions related to
discharging him/her from liability for management, to receiving a personal
benefit by him/her, or to a conflict of interest or dispute between him/her and
the Company.
b. A person having
the right to attend General Assembly meetings may not participate in voting in his/her
personal capacity, or by proxy, on matters related to a personal benefit or an
existing dispute between him and the Company.
Subject
to the Companies Law and the resolutions issued in pursuance thereof, and other
legislation in force in the Emirate, the General Assembly may, pursuant to a
Special Resolution:
1. increase or reduce
the share capital of the Company in any manner;
2. sell or dispose
of, in any legal manner, all or any part of the business, projects, or assets
of the Company;
3. extend or
terminate the term of the Company;
4. issue bonds, sukuk,
or any other financial instruments;
5. allocate, subject
to obtaining the approval of the SCA, a percentage of its annual profits or
accumulated profits for social responsibility purposes. In that case, the
Company must disclose its social responsibility contribution on its website
upon the end of the financial year. The Auditor must include in his/her report
and in the Company’s annual financial statements the names of the
beneficiary(ies) of the social responsibility contribution of the Company;
6. amend these
Articles, subject to compliance with the provisions of paragraph (b) of Article
(8) of the Law and the following restrictions:
a. the amendment may
not increase the Shareholders’ obligations; and
b. the amendment may
not lead to relocation of the head office of the Company to outside of the
Emirate.
Subject
to the legislation applicable to the SCA and the relevant Financial Market, the
owners of registered shares as of the working day preceding a General Assembly
meeting will have the exclusive right to vote in that meeting.
a. Subject to the
provisions of the Law, the Companies Law, the resolutions issued in pursuance
thereof, and these Articles, the General Assembly will have the authority to
consider all matters related to the Company and listed in the agenda.
b. Notwithstanding
the provisions of paragraph (a) of this Article, the General Assembly may
deliberate over any crucial matters revealed during its meeting, or any matters
requested by the SCA, or by a Shareholder(s) representing at least five percent
(5%) of the share capital of the Company, to be included in the agenda of the
General Assembly before that agenda is discussed. The chair of the meeting will
grant the request, in accordance with the relevant terms determined by the SCA.
PART SIX
AUDITORS
a. The Company will
have one or more Auditor(s) appointed by the General Assembly, based on
nomination by the Board of Directors, for a renewable term of one (1) year. The
fees and remuneration of the Auditor will be determined by the General
Assembly.
b. The Auditor must
be registered with the SCA and licensed to practise the audit profession in the
UAE in accordance with the legislation in force.
c. The Auditor will
assume his/her duties upon the conclusion of the General Assembly meeting
during which he/she is appointed, and until the subsequent annual General
Assembly meeting is concluded.
d. The period of
appointment of an Auditor will not exceed the term specified in the Companies
Law and the resolutions issued in pursuance thereof.
a. An Auditor must be
independent from the Company and the Board of Directors and may not be a
business partner, agent, or relative, up to the fourth degree, of the Founder
or any of the Directors. The Auditor may not be a Shareholder or a Director,
and may not occupy any technical, administrative, operational, or executive
position at the Company.
b. The Company must
take practical steps to ensure the independence of the Auditor, and verify that
the Auditor has no Conflict of Interest.
a. An Auditor will
have all the duties and powers provided for in the Companies Law and the
resolutions issued in pursuance thereof, and in these Articles. In particular,
the Auditor will, at all times, have the right to access all the records,
documents, and books of the Company; and to request clarifications as he deems
necessary for the performance of his/her duties. The Auditor will have the
right to verify the assets and liabilities of the Company. If the Auditor is
unable to exercise these powers, he/she must document this in a written report
and submit it to the Board of Directors. If the Board of Directors fails to
enable the Auditor to perform his/her duties, the Auditor must send a copy of
the report to the SCA and the Competent Authority; and present the same to the
General Assembly.
b. The Auditor will
audit the accounts of the Company; examine the balance sheet and the profit and
loss account; review the Company’s transactions and dealings with Related
Parties; and ensure the implementation of the provisions of the Companies Law
and the resolutions issued in pursuance thereof, as well as these Articles. The
Auditor must submit a report on the results of the examination and audit to the
General Assembly; and forward a copy thereof to the SCA and the Competent
Authority. In preparing his/her report, the Auditor must verify the following:
1. the accuracy of
the accounting records kept by the Company; and
2. the extent of
conformity of the Company accounts with its accounting records.
c. The
Subsidiaries and their auditors must provide any information or clarifications
requested by the Auditor for the purposes of audit.
a. The Auditor
must submit to the General Assembly a report containing all the information
prescribed in Article (252) of the Companies Law. The Auditor must attend the
General Assembly meeting to present his/her report to the Shareholders, and
must include in that report any difficulties or interference by the Board of
Directors encountered during the performance of his/her duties.
b. The Auditor's
report must be independent and impartial; and must include the opinion of the
Auditor on all matters related to his/her duties, particularly the Company’s
balance sheet and accounts, its financial position, and any relevant
violations.
c. The Auditor must
note in his/her report and in the balance sheet any charitable or community
contributions made by the Company during the relevant financial year. The
report and the balance sheet will name the beneficiaries of these contributions.
d. In his capacity as
an agent of the Shareholders, the Auditor will be liable for the accuracy of
the information stated in his/her report. Each Shareholder may discuss the
Auditor's report and request clarifications on any matters included therein
during a General Assembly meeting.
PART SEVEN
FINANCES OF THE COMPANY
a. The Board of
Directors must maintain regular accounting books which provide a true and fair
representation of the Company’s business and dealings in accordance with
internationally recognised accounting standards. No Shareholder will have the
right to inspect these books without the relevant authorisation from the Board
of Directors.
b. The financial year
of the Company will commence on 1 January and will end on 31 December of each
year.
a. The balance sheet
for a financial year must be audited at least one (1) month prior to the annual
General Assembly meeting. The Board of Directors must prepare a report on the
Company's activities and financial position at the end of the financial year,
and that report must state its recommendations on the distribution of net
profits. Copies of the annual financial statements, the profit and loss
account, the Auditor’s report, the Board of Directors’ report, and the
governance report must be sent to the SCA together with a draft of the annual
General Assembly meeting invitation to the Shareholders of the Company for
approval of the publication of that invitation in the daily newspapers
twenty-one (21) days before the date scheduled for the General Assembly
meeting.
b. The annual
financial statements of the Company will be published pursuant to the relevant
rules prescribed by the SCA, and a copy of these statements will be lodged with
the SCA and the Competent Authority.
The
Board of Directors may deduct a percentage of the annual gross profits as
depreciation allowance or impairment allowance in respect of the Company’s
assets. These amounts will only be utilised for their intended purposes in
accordance with the relevant resolutions of the Board of Directors, and may not
be distributed to the Shareholders.
The
annual net profits of the Company will be distributed after deducting all
general expenses and other costs as follows:
1. ten percent (10%)
of the net profits will be deducted and set aside as a legal reserve. This
deduction will cease when the total amount of the reserve is equal to at least
fifty percent (50%) of the share capital of the Company. If the reserve falls
below this threshold, the deduction will resume;
2. a percentage not
exceeding one percent (1%) of the net profits for the financial year then ended
will be allocated as remuneration for the Directors, after deducting
depreciation allowances and reserves. Any penalties imposed by the SCA or the
Competent Authority on the Company as a result of violation by the Board of Directors
of the Law, the Companies Law, the resolutions issued in pursuance thereof,
these Articles, or any legislation in force in the Emirate, during the
financial year then ended, will be deducted from the remuneration of the Board
of Directors. The General Assembly may resolve not to deduct all or any of
these penalties if it finds that these penalties have not arisen as a result of
any negligence or error on the part of the Board of Directors; and
3. the balance of the
net profits will be distributed to the Shareholders; carried forward to the
subsequent financial year upon the recommendation of the Board of Directors; or
set aside as a voluntary reserve, as may be decided
by the General Assembly in this regard.
The
legal reserve will be utilised pursuant to a resolution of the Board of
Directors in the best interests of the Company. The legal reserve may not be
distributed to Shareholders. However, any amount of the legal reserve in excess
of fifty percent (50%) of the paid-up capital may be utilised to distribute
dividends not exceeding ten percent (10%) of the paid-up capital to the
Shareholders in any year in which the distribution of that percentage is not
feasible.
a. Dividends will be
paid to the Shareholders in accordance with the regulations on trading,
set-off, settlement, transfer of ownership, and custody of securities, and
other applicable rules, of the Financial Market in which the Company’s shares
are listed.
b. The Company may
distribute quarterly or semi-annual dividends to the Shareholders out of its
operating profits or accumulated profits. The Board of Directors will be
authorised to adopt and implement the resolutions related to the distribution
of dividends in accordance with the dividend distribution policy approved by
the General Assembly.
PART EIGHT
LIABILITY
Subject
to the provisions of Article (33) hereof, civil liability claims against the
Directors may not be barred by reason of any resolution issued by the General
Assembly. If the act giving rise to the liability is presented to the General
Assembly in a Board of Directors’ report or Auditor’s report and is approved by
the General Assembly, any civil claims in respect of that act will be barred
upon the expiry of one (1) year from the date of the General Assembly meeting.
However, where the act attributed to the Directors constitutes a criminal
offence, the relevant civil liability claim may be barred only if the criminal
proceedings are barred.
PART NINE
DISSOLUTION AND LIQUIDATION OF THE
COMPANY
The
Company will be dissolved pursuant to a resolution of the Executive Council of
the Emirate of Dubai in any of the following cases:
1. expiry of the Company’s
term as prescribed in these Articles;
2. fulfilment of the
objectives for which the Company is established;
3. termination of the
term of the Company pursuant to a Special Resolution issued by the General
Assembly;
4. merger of the
Company into another company;
5. loss
of all the Company property, or loss of most of it making the investment of the
remainder thereof unfeasible, as determined pursuant to a Special Resolution of
the General Assembly.
If the
Company’s accumulated losses reach fifty percent (50%) of its issued share
capital, the Board of Directors must, within thirty (30) days of the date of
disclosure of the Company’s periodic or annual financial statements to the SCA,
invite the General Assembly to convene to decide on dissolving the Company
before the expiry of its term or continuing its business activities.
At the
end of the term of the Company or in the event of its dissolution before the
expiry of that term, the General Assembly will, upon the request of the Board
of Directors, determine the method of liquidation of the Company; and appoint
one or more liquidator(s) and determine their duties. As of the date of
appointment of the liquidator(s), the Board of Directors must cease to perform
its duties. The General Assembly will continue to exercise its duties and
powers throughout, and until the end of, the liquidation process.
PART TEN
FINAL PROVISIONS
a. As long as the
shares of the Company are fully owned by the Government Shareholder, the
Company will be exempt from the application of the provisions of Articles (14),
(15), (20), (22), (25), (30), (32/5), (36), (39) to (45), (47), (49), (51),
(52), and (68) hereof.
b. As long as the
shares of the Company are fully owned by the Government Shareholder, and until
they are offered for public subscription, the Company will be exempt from the
application of the provisions of Articles (6), (7), (8), (11) to (20), (22),
(24), (26/3), (30), (31), (32), (36), (37), (105) to (160), (162), (164) to (241),
(243), (244), (245), (247), (248), (251), (252), (253), (254/2), (268) to (273),
(275) to (301), (306), (309), (311), (314) to (334), (340) to (348), (350) to (359),
and (361) to (363) of the Companies Law.
c. Upon offering the Company’s shares for public subscription and registration of the
Company with the SCA, the provisions of the Companies Law, the resolutions
issued in pursuance thereof, and these Articles will apply to the Company. However,
the Company will be exempt, pursuant to a Cabinet resolution, from the
application of the provisions of Articles (117/2), (118), (119), (121),
(143/2), (149), (152), (199), (217), and (221) of the Companies Law.
Subject
to the provisions of these Articles, the Company will be governed by all the
resolutions regulating corporate governance as adopted by the SCA. These
resolutions will form an integral and complementary part of these Articles.
These
Articles will be lodged and published in accordance with the Companies Law.
©2022 The Supreme
Legislation Committee in the Emirate of Dubai
[1]Every effort
has been made to produce an accurate and complete English version of this
legislation. However, for the purpose of its interpretation and application,
reference must be made to the original Arabic text. In case of conflict, the
Arabic text will prevail.