Executive Council Resolution No. (93) of
2023
Approving the Articles of
Association of the
Dubai Taxi 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. (21) of
2023 Concerning the Dubai Taxi Company;
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; and
Executive Council
Resolution No. (92) of 2023 Forming the Board of Directors of the Dubai Taxi
Company PJSC,
Do hereby issue
this Resolution.
Pursuant to this Resolution, the
attached Articles of Association of the Dubai Taxi Company PJSC, 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 9 November 2023
Corresponding to 25 Rabi al-Thani
1445 A.H.
Articles
of Association of the
Dubai Taxi Company PJSC
Preamble
After perusal of:
Law No. (21) of 2023 Concerning the
Dubai Taxi Company, a public joint-stock company 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 under the Law 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 Dubai Taxi 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. |
|
Law: |
Law No. (21) of 2023 Concerning the
Dubai Taxi Company. |
|
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 prior to its public offering. |
|
Financial Market: |
Any of the financial markets in which
the Company's shares are listed. |
|
Companies Law: |
Federal Law by Decree No. (32) of 2021
Concerning Commercial Companies, or any other superseding legislation. |
|
Government Shareholder: |
The Department of Finance, in its
capacity as the holder of the Government's share in the Company. |
|
Shareholder: |
A natural or legal person who acquires
shares in the Company where the Founder sells a percentage of its shares by
offering them for Public Subscription. |
|
Company: |
The Dubai Taxi Company PJSC. |
|
Governance Rules: |
A set of regulations and procedures
issued by the SCA, which ensures achievement of corporate discipline in all
the Company’s affairs, including the responsibilities and duties of the
Chairperson, the Directors, and the Executive Management, as well as the
rights of Shareholders. |
|
Subsidiary: |
Any corporation or company 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. |
|
General Assembly: |
The
general assembly of the Company
Shareholders, whose agenda, venue, time, and method of convocation are
determined in accordance with these Articles, and the Companies Law and the
resolutions issued in pursuance thereof. |
|
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. |
|
Executive Management: |
The executive management of the
Company, comprising the CEO; his 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 he
holds, and whereby such votes may be cast in favour of a single candidate
Director or distributed in favour of several candidate Directors, provided
that the number of votes cast by a Shareholder does not exceed the number of
the shares he holds. |
|
Listing Rules: |
The rules and requirements of listing
set forth in the Companies Law and the resolutions issued in pursuance
thereof, the resolutions issued by the SCA, and the regulations of the
Financial Market. |
|
Related Party: |
Any person, entity, or body designated
as a Related Party by the SCA pursuant to the relevant resolutions it issues. |
Chapter
One
The
name of the Company is “Dubai Taxi Company PJSC”.
The head office of the Company will be
located in the Emirate. The Board of Directors may establish branches and
offices of the Company within and outside of the UAE.
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 that term.
a. In
addition to its objectives under the Law, the Company will have the following
objectives:
1. to
undertake rescue operations on Roads and to tow its own vehicles;
2. to
conduct the activity of selling auto batteries and tyres;
3. to
conduct the activity of driving instruction and drivers' testing;
4. to
invest in vehicle dealerships, spare parts, and vehicle auctions; and
5. conduct
any other business or activities related to the achievement of its objectives,
subject to compliance with the provisions of the Law and the Companies Law, and
the resolutions issued in pursuance thereof; these Articles; and other
legislation in force in the Emirate.
b. For
the purpose of achieving the objectives mentioned in paragraph (a) of this
Article, the Company may perform any of its functions under the Law and conduct
any other business or activities related to the achievement of its objectives,
subject to compliance with the provisions of the Law and the Companies Law, and
the resolutions issued in pursuance thereof; these Articles; and other
legislation in force in the Emirate.
a. The
issued capital of the Company is one hundred million dirhams (AED
100,000,000.00), divided into two billion and five hundred million
(2,500,000,000) shares. The nominal value of each share is four fils (AED
0.04).
b. All
the shares of the Company will be nominal and equal in rank and rights in all
aspects unless the General Assembly resolves, pursuant to a Special Resolution,
to issue different classes of shares.
The percentage of Government
shareholding in the Company must not, in any event, be less than sixty percent
(60%) of its share capital.
Subject to the provisions of Article (7)
hereof, 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.
The 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 liabilities 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 the resolutions of the General Assembly. A Shareholder may not
request a refund of the amounts paid to the Company in consideration of his
shareholding in the capital.
The shares are not divisible, which
means that a share may not be divided among more than one (1) person.
Each share will entitle its holder to a
proportion equal to that of the other shares without distinction. A Shareholder
is entitled to:
1. the
ownership of the assets of the Company, upon its liquidation, in proportion to
the value of the shares he holds;
2. the
profits of the Company, in proportion to the value of the shares he holds;
3. attend
the General Assembly; 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’s shares on Financial Markets
outside of the Emirate or the UAE. In issuing, registering, trading in,
transferring, and creating rights in the Company’s shares, the Company will
comply with the rules provided for in the Companies Law, the above-mentioned
Federal Law No. (4) of 2000 and Cabinet Resolution No. (12) of 2000 and the
resolutions issued in pursuance thereof, these Articles, the regulations
adopted by the relevant Financial Markets, and the legislation in force in the
Emirate.
b. The
Company's shares may be sold, transferred, pledged, or otherwise legally
disposed of, in accordance with the provisions of these Articles; and all such
dispositions will be registered in a special register referred to as the
“Shares Register” to be maintained by the Company. Upon listing the Company’s
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 heir(s) or legatee(s) will be the
only person(s) having rights or interests in the shares of the deceased Shareholder.
Such heir(s) or legatee(s) will be entitled to such dividends and other
privileges as the deceased Shareholder would have been entitled to in relation
to such shares. These heir(s) or legatee(s), after being registered as a
Shareholder in accordance with these Articles, will have the same rights of a
Shareholder in the Company as the deceased Shareholder had in relation to such
shares. The estate of the deceased Shareholder will not be exempted from any
obligation to the Company or others regarding any share held by him at the time
of death.
d. Any
person who becomes entitled to rights to a share or shares in the Company as a
result of the death, dissolution, or bankruptcy of any 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 such 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 unto him by way of
inheritance, dissolution, bankruptcy, or judicial attachment.
When the Company completes the listing
of its shares on a Financial Market, it will establish an electronic system, in
lieu of its Shares Register and ownership transfer system, for the registration
and transfer of ownership of the shares, which is compatible with the system
adopted by the Financial Market. The information recorded in that electronic
system will be final and binding, 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’s property. They also may not request to subdivide this property or
sell it, nor to 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 for the last
Financial Year of the Company, and on 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 Shares
Register on the date specified by the General Assembly for payment of such
dividends. That holder, or his agent or legal representative, will have the
right to the profits due on the share whether these profits represent dividends
or entitlements 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, or with granting a
discount on the nominal value of the share. 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 Company’s share capital must be made pursuant to
a Special Resolution 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.
c. Subject
to the provisions of the Companies Law, the Company may, after obtaining the
SCA approval and issuance of the relevant General Assembly resolution, increase
its share capital without applying the pre-emption rights of the existing
Shareholders in any of the following cases:
1. entry
of a strategic partner in the Company;
2. capitalising
the Company’s debts;
3. converting
any bonds or sukuk issued by the Company into shares; or
4. acquiring
an existing company, and issuing new shares of the Company to the partners or
shareholders of that acquired company.
Chapter Three
a. Subject
to the provisions of the Companies Law and the resolutions issued in pursuance
thereof, the General Assembly may, pursuant to a Special Resolution issued
based on the recommendation of the Board of Directors, resolve to issue
tradable or non-tradable bonds, sukuk, or other securities of equal value per
issue, whether they are convertible into shares in the Company or otherwise.
The Special Resolution must determine the value of the bonds, securities, or
sukuk; the terms of their issuance; and their tradability and convertibility
into shares. The General Assembly may also delegate to the Board of Directors
the power to determine the date of issuance of such bonds and sukuk, pursuant
to the relevant rules adopted by the SCA.
b. Any
bonds or sukuk issued by the Company will remain at 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 such
bonds or sukuk. Any condition to the contrary will be invalid.
a. Subject
to the provisions of Article (12) 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 members. The number of the Board of Directors
members, including the Chairperson and the vice chairperson, may not be less
than seven (7). These members 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’s share capital.
2. The
remaining Directors will be elected without participation of the Government
Shareholder via secret Cumulative Voting, in accordance with the provisions of
the Companies Law and the resolutions issued in pursuance thereof. A Director
may not necessarily be a Shareholder.
3. The
Company will abide by the Governance Rules with respect to candidacy for the
Board of Directors membership. A candidate for membership in the Board of
Directors will provide the Company with the following information and
documents:
a. a
curriculum vitae stating his academic qualifications and work experience, and
the type of the membership;
b. a
written undertaking to abide by the Law and the Companies Law, and the
resolutions issued in pursuance thereof, as well as these Articles; and to
observe the due diligence a prudent person would exercise, throughout the term
of his membership in the Board of Directors;
c. a
list of the companies and entities for which he works, or in which he is a
director, at the time of candidacy, as well as any other activity he carries
out, directly or indirectly, which may constitute competition with the Company;
d. in
case of representatives of corporate bodies, 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 is a partner or a shareholder, as
well as the number of shares or stocks he owns.
a. Membership
in the Board of Directors will be for a term of three (3) years. At the end of
this term, the Board of Directors will be reconstituted by appointing or
electing new members, or reappointing or re-electing former members.
b. Where
the position of a Director falls vacant, the Board of Directors may appoint a
new Director to fill that position within thirty (30) days from the date of
vacancy. Such 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 predecessor. Where no
new Director is appointed within the aforementioned period, the Board of
Directors must, at the first subsequent General Assembly meeting, announce the
opening of candidacy for elections to fill the vacancy in the Board of
Directors.
c. If
the vacant positions reach or exceed twenty-five percent (25%) of the number of
Directors, the Board of Directors must call for a General Assembly to convene
within thirty (30) days from the date of reaching this percentage in order to
elect new Directors. In all cases, a new Director will complete the term of his
predecessor.
a. Upon
expiry of the tenure of the first Board of Directors formed pursuant to the
above-mentioned Executive Council Resolution No. (92) of 2023, the new Board of
Directors will elect, by secret ballot, from among its members a Chairperson
and a vice chairperson, who will act as the Chairperson in case of his absence
or vacancy of his position.
b. The
Chairperson is responsible for supervising the Board of Directors and for
ensuring the performance of its functions under the Law, these Articles, and
the Companies Law; and the resolutions issued in pursuance thereof.
c. The
Board of Directors will appoint its Secretary 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 satisfy the conditions and requirements stipulated in the
Governance Rules. The Secretary will report directly to the Board of Directors,
and may only be dismissed by 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 its members, and delegate to such
committees any of the duties and powers assigned to the Board of Directors.
a. The
Board of Directors will undertake the general supervision of the Company and
its performance of all the functions and activities required to achieve its
objectives. The Board of Directors will also act on behalf of the Company
within the scope of the functions assigned to it under the Law and the
Companies Law, and 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. conclude
loan agreements for periods in excess of three (3) years;
2. sell
or mortgage the Company’s real property, assets, or other movable and immovable
property. In this regard, the Board of Directors will draft the rules and
regulations related to concluding loan agreements and to the sale and mortgage
of the Company’s real property, assets, or other property; and will present the
same to the General Assembly for approval;
3. agree
to discharging the Company’s debtors from liabilities; engage in conciliation
and arbitration; stipulate arbitration terms in contracts and disputes to which
the Company is a party; 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 authority and assignment of
responsibilities to Directors;
5. approve
the financial, administrative, and technical regulations of the Company,
including the delegation of authority matrix; the regulations governing its
procurements and asset management; and the regulations governing its human
resources;
6. appoint
or remove the CEO;
7. determine
the duties and powers of the Executive Management;
8. review
and evaluate the performance of the Executive Management and its implementation
of the approved plans, strategies, and policies;
9. approve
the rules for awarding incentives, bonuses, and other benefits to the Directors
and the Executive Management;
10. approve
the draft annual budget and financial statements of the Company; and
11. exercise
any other duties or powers aligned with the objectives of the Company as
required to serve its interests, subject to compliance with the provisions of
the Law and other legislation in force in the Emirate.
b. The
Board of Directors may delegate any of its powers under paragraph (a) of this
Article to the Chairperson, a Director, a committee formed by the Board of
Directors, or the CEO, provided that such delegation is specific, in writing,
and in accordance with the provisions of the Law and the Companies Law, and the
resolutions issued in pursuance thereof; and the Governance Rules.
a. Subject
to the provisions of paragraphs (c) and (d) of Article (12) 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 Executive Management and operations of the Company,
and ensure the performance of the duties assigned to it under the Law and the
Companies Law, and the resolutions issued in pursuance thereof; these Articles;
other legislation in force in the Emirate; and the regulations 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 under these Articles
and the delegation of authority matrix approved by the Board of Directors;
5. issue
policies, decisions, and internal regulations in connection with the affairs of
the Company, the companies it owns, and the Subsidiaries, except for the
regulations 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 functions, and make the decisions related thereto, in
accordance with the powers assigned to him under the regulations adopted by the
Company and the delegation of authority matrix;
7. perform
all the functions assigned to him under the legislation applicable to the
Company, its internal regulations, and other legislation in force in the
Emirate;
8. supervise
the Executive Management 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 relevant human
resources regulations adopted by the Company;
9. recommend
to the Board of Directors the nomination of Company representatives to serve on
the boards of directors of the companies the Company owns or the Subsidiaries.
The appointment of representatives to the boards of directors of these
companies and Subsidiaries must be approved by a resolution of the Board of
Directors;
10. form
permanent and temporary committees and work teams, and determine their
functions and the remuneration 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
persons 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, the companies it owns, and the Subsidiaries; file lawsuits;
appoint attorneys; and conclude judicial and legal settlements and 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 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. In
accordance with work requirements, the CEO may delegate any of his powers under
paragraph (a) of this Article to any of the Company’s employees, with a view to
serving the interests of the Company, the companies it owns, and the
Subsidiaries. Such delegation must be specific, in writing, and in accordance
with the delegation of authority matrix approved by the Board of Directors, the
provisions of the Law and the Companies Law, and the resolutions issued in
pursuance thereof; and the Governance Rules.
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 determines. The meetings of the Board of Directors may be
held through audio or video 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. A Director may request adding any items to the
agenda to be discussed at the meeting subject to approval of the request by the
chair of 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 members. Attendance will be in person, by being
physically present or through audio means of communication, videoconferencing,
or any other audio-visual media as may be approved by the Board of Directors or
its committee.
b. A
Director may grant a written proxy to another Director to attend a meeting of the
Board of Directors or any of its committees and vote on his behalf. In this
case, the Director will have one (1) vote out of the votes of attending
members. A Director may not hold more than one proxy at any meeting, and no
Director may vote by way of correspondence.
c. The
resolutions of the Board of Directors or any of its committees will be passed
by majority vote of its attending members 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 decisions made, will be
recorded in the minutes of meetings of the Board of Directors or its relevant
committee. Any reservations made by a Director or any dissenting opinions 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, or its committee, whether by hand or electronically. Once
approved, copies of these minutes will be distributed to the Directors for
their record.
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 required for convening the Board of Directors, 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 that
requires issuing resolutions or recommendations by circulation to address
urgent matters of the Company.
2. The
resolution to be circulated to Directors must be in writing and accompanied by
all related documents.
b. Where
the shares of the Company are fully owned by the Government Shareholder and are
not yet offered for Public Subscription, a written resolution of the Board of
Directors which is signed or agreed upon by the majority of Directors will be
deemed valid and enforceable as if adopted in a duly convened meeting of the
Board of Directors.
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 true copies
of the original minutes, and to date the same. 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 the following:
1. participating
in any discussion or vote 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 memberships in the Board of Directors or its committees, or disclosing
any information they obtain as a result of these memberships in order to
achieve specific objectives or receive a special service or treatment;
3. participating
in any process, procedure, or decision that may affect their objectivity,
impartiality, or independence in performing their duties; and
4. being
involved in any of the conflicts of interest stipulated in the Companies Law
and the resolutions issued in pursuance thereof, and in any other legislation
in force in the Emirate.
b. Any
resolutions issued, or measures 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 relevant committee. The Secretary must
record that disclosure in a register maintained for this purpose, update this
register on a regular basis, and present the register 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 have, in which case the relevant decision must be made by majority
vote of attending Directors. The Director who has a 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 dealing or transaction 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 rescind such dealing or
transaction and require the violating Director to return to the Company any
profit 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 carry on duties;
2. conviction
of any crime affecting honour or trustworthiness;
3. resignation
pursuant to a written notice served on the Board of Directors;
4. dismissal
by 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 held personally liable for any
obligations of the Company as a result of performing his duties as a Director,
provided that he does not exceed his authority.
a. The
Board of Directors and the Executive Management will be held liable towards the
Company, Shareholders, and third parties for any acts of fraud or abuse of
power, and for any violation of the legislation in force or these Articles. Any
provision to the contrary will be invalid.
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. Alternatively, 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 record their
objection or reservation in writing in the minutes of the meeting in which the
resolution is adopted. A Director who has been absent from the meeting in which
the resolution is adopted will not be relieved from liability unless it is proven
that he had no knowledge of the resolution or that he knew about the resolution
but had not been able to object to it. The Executive Management will bear the
liability specified in paragraph (a) of this Article if the relevant violation
results from a decision issued by it.
c. The
Company will, to the extent of the value of its assets, indemnify the Directors
and the members of the Executive Management 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 these
Directors or members have been acting in good faith and in a manner they have
reasonably believed to be in the best interests of the Company. Nonetheless, no
indemnification will be made for any claim or matter in respect of 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 Executive
Management liability.
Subject to the provisions of Article
(33) of these Articles, 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 ratified 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 civil liability
claim will be barred only if the criminal proceedings are barred.
a. The
Company may not grant any loans to any Director or execute guarantees or
provide any securities in connection with any loans granted to him. A loan will
be deemed granted to a Director if granted to his spouse, children, or
relatives up to the second degree.
b. No
loan may be granted to a company in which a Director or his 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 interest whatsoever for themselves or for third parties through
dealing in the securities of the Company or any other transactions. Related
Parties may not have a direct or indirect interest with any party entering into
transactions that are intended to influence the price of the securities of the
Company.
b. The
Company may, subject to the approval of the Board of Directors, conclude a
transaction, whose value does not exceed five percent (5%) of the Company’s
share capital, with a Related Party. Where the value of a transaction exceeds
that percentage, the General Assembly must approve the transaction upon its
evaluation, in accordance with the relevant rules and conditions prescribed by
the SCA.
c. A
Director may not engage in any business that competes with the Company or
conducts, for his own account or for the account of others, any commercial
activity being conducted by the Company, without the approval of the General
Assembly. A Director may not disclose any information or data related to the
Company; otherwise, the Company may require him to pay compensation as well as
any profits gained by him as a result of the disclosure.
d. A
Related Party must, prior to concluding a transaction with the Company,
disclose to the Board of Directors the nature and conditions of the
transaction, and all essential information about his shares or stocks in both companies
party to the transaction and his interests in, and benefit from, the
transaction.
e. Where
a transaction is concluded with a Related Party, the Chairperson must provide
the SCA with a statement containing the relevant data and information of the
Related Party, the details of the transaction, the nature and extent of his
interest in the transaction, and any other data, information, or documents
requested by the SCA. The Chairperson must also provide a written confirmation
that the transaction with the Related Party is fair, reasonable, and in the
interest of the Shareholders.
f. Without
prejudice to the provisions of this Article, transactions with Related Parties
will be governed by the relevant internal policy approved by the Board of
Directors. The Auditor must state in his annual report any conflicts of
interest or any financial dealings that have taken place between the Company
and any Related Parties, and the action taken in this respect.
g. The
provisions of this Article and Articles (30), (31), and (50) hereof will not
apply to the transactions or dealings entered into or conducted by the Company
with the Founder, or by the Company with any other company that is directly or
indirectly owned by, or is under the Control of, the Founder, the federal government,
a local government, or any entity owned directly or indirectly by the
Government, the federal government, or any of their subsidiaries, sister
companies, or affiliates; and will 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. Any such transactions or dealings
will be exempt from compliance with the relevant provisions of the Companies
Law and the resolutions issued in pursuance thereof, and compliance with any
other rules concerning 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 must be taken into consideration when
determining his 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 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
share of these profits, is less than two hundred thousand dirhams (AED 200,000.00).
In this case, the Director may not receive more than one remuneration in
relation to making profits.
Without prejudice to the provisions of
Article (20) hereof, the General Assembly may dismiss all or any of the elected
Directors, and announce the opening of candidacy for the election of new Directors to replace them in accordance with
the Governance Rules. A dismissed Director may not run or re-run for election
as a Director for at least three (3) years from the date of dismissal.
Chapter Five
General Assembly
A General Assembly will be duly convened
in the Emirate where the Shareholders representing 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 will be sent, and that meeting will 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 valid
regardless of the number of Shareholders in attendance.
a. Each
Shareholder will have the right to attend the General Assembly, and will have a
number of votes equal to the number of his shares. A Shareholder may authorise
any person to attend the General Assembly on his behalf, provided that such
person is not a Director, an employee of the Company, or a brokerage company or
any of its employees. Such 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. In any case, a proxy for multiple Shareholders may not
represent more than five percent (5%) of the Company’s share capital in his
capacity as a proxy. Shareholders lacking legal capacity and legally
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 prescribed by the delegation resolution.
a. An
invitation to attend the 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, and by email, short message
service (SMS), or registered mail, at least twenty-one (21) days prior to the
date scheduled for the General Assembly meeting. The invitation must contain
the agenda of the General Assembly meeting. A copy 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 technology 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, based on a request of the Auditor, or if
one or more Shareholders holding not less than ten percent (10%) of the
Company’s share capital request a meeting. In case of a request for meeting,
the Board of Directors will convoke a General Assembly meeting within five (5)
days from the date of submitting the request. The meeting will be held within
thirty (30) days from the date of its invitation;
3. the
Auditor directly, if the Board of Directors fails to send an invitation to
convene the General Assembly, where this is required under the Companies Law
and the resolutions issued in pursuance thereof, or fails to send the
invitation within five (5) days from the date of submission of a meeting
convocation request by the Auditor to the Board of Directors; or
4. the
SCA, after 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 prescribed 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 SCA’s satisfaction, at any time, that violations of
the Companies Law or the resolutions issued in pursuance thereof, or of these
Articles, have been committed; or that substantial errors in managing the
Company have been made; 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 items will be included on
the agenda of the annual General Assembly for action:
1. the
report of the Board of Directors on the activities of the Company and its
financial position throughout the year; and the report of the Auditor, 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
proposals of the Board of Directors concerning the distribution of profits,
whether as cash dividends or bonus shares, for consideration;
6. the
proposals of the Board of Directors concerning the remuneration of Directors
and determination of the same in accordance with the provisions of these
Articles, for consideration;
7. any
case of discharge or non-discharge of liability, dismissal, establishment of
the accountability, or suing of Directors where necessary; and
8. any
case of discharge or non-discharge of liability, dismissal, establishment of
the accountability, 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 Executive Management for this purpose. This register
must include the name of the Shareholder or his proxy; the number of shares
owned by the Shareholder, or the number of shares represented by the proxy and
the names of their owners; as well as the proxy document. A Shareholder or a
proxy will be given a pass to attend the meeting, which will state the number
of votes held or represented by him. An extract from the register, indicating
the number of shares represented at the meeting and the percentage of
attendance, will be printed and attached to the minutes of the General Assembly
after being signed by the chair of the meeting, the General Assembly Secretary,
and the Auditor.
b. Registration
for attending a General Assembly meeting will close when the chair of the
meeting announces whether or not the quorum of that meeting is present. No
registration of any Shareholder or proxy may be accepted thereafter, and the
votes of such 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 prescribed in
the Companies Law based on the remaining shares represented at the meeting.
The register of Shareholders will be
closed in accordance with the regulations on 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
apply to the quorum required for the validity of General Assembly meetings and
to the majority required to pass resolutions.
b. Where
the shares of the Company are fully owned by the Government Shareholder and are
not yet offered for Public Subscription, the General Assembly will be deemed
duly convened if attended by the authorised representative of the Government
Shareholder.
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
any Director assigned by the Board of Directors for this purpose.
b. If
the persons referred to in paragraph (a) of this Article are not present in the
meeting, the General Assembly will assign a Shareholder to chair the meeting
and will assign a secretary for the meeting.
c. The
General Assembly will assign a teller to count votes in any of its meetings.
d. The
minutes of meetings of the General Assembly and the details of the attendees
will be recorded in special books maintained for this purpose. These 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
in a General Assembly will be in the manner specified by the chair of the
General Assembly meeting, unless the General Assembly prescribes a different
manner of voting. Voting must be by secret ballot if it relates to the
dismissal of a Director or establishment of his accountability.
b. Where
the shares of the Company are fully owned by the Government Shareholder and are
not yet offered for Public Subscription, any written resolution approved and
signed by the Government Shareholder, in its capacity as the General Assembly
representative, will be deemed valid and enforceable as if passed in a duly
convened General Assembly.
a. A
Director may not participate in voting on any General Assembly decisions
related to discharging him from liability for management, to a personal benefit
for him, or to a conflict of interest or dispute between him and the Company.
b. A
person having the right to attend General Assembly meetings may not participate
in voting, in his personal capacity as a 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 way;
2. sell
or dispose of, in any legal manner, all or any part of the business, projects,
or assets of the Company;
3. modify
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 the Company’s
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
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 the provisions of paragraph (b) of Article (10) of
the Law and to the following restrictions:
a. the
amendments may not increase the Shareholders’ obligations; and
b. the
amendments 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 Financial Markets, the owners of registered shares as of the
working day preceding a General Assembly meeting will be deemed the holders of
the right to vote in that meeting.
a. Subject
to the provisions of the Law and the Companies Law, and the resolutions issued
in pursuance thereof; and these Articles, the General Assembly will have the
authority to consider any 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 the meeting. Furthermore,
where the SCA, or a Shareholder or number of Shareholders representing at least
five percent (5%) of the share capital of the Company, request to include any
matters in the agenda of the General Assembly before that agenda is discussed,
the chair of the meeting must grant that request in accordance with the
relevant conditions prescribed by the SCA.
Chapter
Six
Auditors
a. The
Company will have one or more Auditor(s) appointed by the General Assembly for
a renewable term of one (1) year based on nomination by the Board of Directors.
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 duties upon the conclusion of the General Assembly meeting
during which he is appointed and until the subsequent annual General Assembly
meeting is concluded.
d. The
period of appointment of an Auditor may 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
member of the Board of Directors or 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
that he has no Conflict of Interest.
a. An
Auditor will have 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
books, records, and documents of the Company and to request clarifications as
he deems necessary for the performance of his 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 must document this in a written report
submitted to the Board of Directors. If the Board of Directors fails to enable
the Auditor to perform his 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 such examination
and audit to the General Assembly and forward a copy thereof to the SCA and the
Competent Authority. In preparing his 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 the accounting records.
c. The
companies owned by the Company, the Subsidiaries, and their auditors must
provide any information or clarifications requested by the Auditor for the
purposes of audit.
a. The
Auditor will 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 report to the Shareholders,
clarifying any difficulties or interference by the Board of Directors
encountered during the performance of his duties.
b. The
report of the Auditor must be independent and unbiased and must include the
opinion of the Auditor concerning all matters related to his duties,
particularly the Company’s balance sheet; his notes on the Company’s accounts
and financial position; and any relevant violations.
c. The
Auditor must note in his report and in the balance sheet of the Company any
charitable and community contributions made by the Company during the relevant
financial year, and must name the beneficiaries of such 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 report. Each Shareholder may
discuss the report of the Auditor and request clarifications on the matters
included therein during a General Assembly meeting.
Chapter Seven
Finances of the Company
a. The
Board of Directors must maintain duly organised accounting books which reflect
the accurate and fair representation of the Company’s business and dealings in
accordance with internationally recognised accounting standards. No Shareholder
will have the right to examine 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
before 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 the
percentage of annual gross profits it deems appropriate 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 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 a violation by the
Board of Directors of the Law, the Companies Law, or 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 negligence or fault 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 used to distribute dividends not exceeding ten percent (10%) of
the paid-up capital to the Shareholders in any years where 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.
Chapter Eight
The Company will be dissolved pursuant
to a resolution of the Chairman of the Executive Council 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; or
5. destruction
of all or most of the Company’s property, making it unfeasible to invest the
remainder thereof, as established by 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 take the necessary action by dissolving the Company before the
expiry of its term or deciding that it continue 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 will cease to perform its duties. However, the General
Assembly will continue to exercise its duties and powers throughout and until
the end of the liquidation process.
Chapter Nine
Final Provisions
a. The
Company will, throughout the period during which its shares are fully owned by
the Government Shareholder and are not yet offered for Public Subscription, be
exempt from compliance with the provisions of Articles (14), (15), (20), (22),
(25), (30), (32/5), (37), (40) to (46), (48), (50), (52), (53), and (68)
hereof.
b. The
Company will, throughout the period during which its shares are fully owned by
the Government Shareholder and are not yet offered for Public Subscription, be
exempt from compliance with 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. Once
the Company's public offering and registration with the SCA is finalised, the
Company will be governed by the Companies Law and the resolutions issued in
pursuance thereof and by these Articles. In this case, the Company will,
pursuant to a resolution issued by the Cabinet in this respect, be exempted
from compliance with the provisions of Articles (117/2), (149), and (152) of
the Companies Law.
Subject to the provisions of these
Articles, the Company will be governed by all the resolutions regulating
corporate governance adopted by the SCA. These resolutions will form an integral
and complementary part of these Articles.
These Articles of Association will be
lodged and published in accordance with the Companies Law.
©2024 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.