The following phrases and words shall have the meaning as stated, unless the context requires otherwise:
Country: United Arab Emirate (UAE).
Government: UAE Government
Company: Al Etihad Water and Electricity Company, a public joint stock company (PJSC).
Securities & Commodities Authority: the Securities & Commodities Authority in the State.
Board of Directors or Board: board of directors of the Company.
Authority: Emirates Investment Authority.
Commercial Companies Law: The Federal Law No. 32 of 2021 concerning commercial companies and its amendments.
Federal Law: Federal Law no. 31 of 2020 establishing Al Etihad Water and Electricity Company.
General Assembly: The Company’s general assembly. 
Chairman: The chairman of the Board of Directors.
CEO: The chief executive officer of the Company appointed pursuant to these Articles.
Director(s):  a person or persons who is/are member(s) of the Board of Directors.
Articles of Association or Articles: Articles of Association of Al Etihad Water and Electricity Company as amended from time to time.
Financial Markets: the financial markets licensed to work in the State by the Authority.
Borrowing Cap: The maximum borrowing limit allowed for the Company which is set by virtue of a Special Resolution passed by the General Assembly with the consent of the Authority. The borrowing limit includes debentures, borrowings or facilities, financial obligations, bonds or sukuks - whether convertible or non-convertible to shares - and bank guarantees.
Related Person: In relation to juristic personalities, related persons are the entities that are controlled (through direct or indirect ownership of 50% of the voting rights in those entities), under its control or in common control with another entity. In relation to natural persons, these are their spouses and their children.
Special Resolution: The resolution issued by a majority vote of three quarters of the shares represented in the meeting of General Assembly of the Company.

1. Federal Electricity and Water Authority was initially established by virtue of Federal Law no. (31) of 1999 (as amended) regarding the establishment of the Federal Electricity and Water Authority.
2. The Federal Electricity and Water Authority transformed to a public joint stock company by virtue of Federal Law no. 31 of 2020 by the name of Al Etihad Water and Electricity Company.
 

The Company shall be wholly owned by the Authority. The Company shall have financial and administrative independence and juristic personality, with a separate budget. The Company shall enjoy full legal capacity to carry its objectives and achieve its goals, as mentioned in the Articles, and shall be managed on commercial and investment basis.

The name of the Company is Al Etihad Water and Electricity Company PJSC, (a public joint stock company).

The head office of the Company and its legal place of business is in, the Emirate of Dubai. The Board of Directors may establish branches, offices, or agencies of the Company in the State or abroad.

The duration of the Company shall be one hundred (100) Gregorian years, commencing from the date the Company is recorded in the commercial register with the competent authority for the companies’ affairs within the concerned Emirate, and such period shall be automatically renewed for successive periods, unless a Special Resolution of the General Assembly has been issued to terminate or amend the duration of the Company.

1.    The principal objectives and activities of the Company are as follows:
   a. Providing water and electricity services; engaging in all projects related to energy generation and water (including renewable energy); capacity enhancing projects; setting up infrastructure for transportation distribution and sale of energy and water; and entering continuous improvement in energy generation and water production to meet the increasing needs for energy and water in areas under the supervision of the Company within the State, including the free zones, whether directly or in partnership with third parties, within the frame of the applied standards and applicable environment-related regulations in the areas where the Company may have operations.
   b. Establishing projects related to water dispensation, sewage, including water production and wastewater treatment plants, desalination plants, and related infrastructure in the State; all related activities and managing the same directly or indirectly, in coordination with the relevant governmental entities. 
   c. Establishing power plants and power supply, including renewables, in the regions within the Company’s mandate, in accordance with the specifications and the applicable environmental laws in the State.
1. The Company may carry out business activities that allow the Company to achieve the objectives as specified in Clause 7.1 of these Articles., including but not limited to:
   a. Investing or deploying the Company’s resources including its funds in any commercial, financial service or industrial fields related to the Company’s objectives. Investing encompass other companies and joint ventures with third parties, within the State, including free zones, as per the provisions of these Articles. 
   b. Incorporate wholly owned subsidiaries within the State, and to permissibly transfer to such subsidiaries all or part of the Company’s rights and assets, as necessary to undertake business activities and realize its objectives. 
   c. Own and/or acquire companies (fully or partially) within the State that operate in the same sector as the Company and serving its objectives. 
   d. Participating in tenders and auctions; entering  into all administrative, commercial and financial transactions; execution and implementation of contracts and other legal obligations; negotiate and enter into contractual and/or financial instruments; open, close and operate bank accounts; and secure facilities from banking or financial institutions with or without collaterals on the assets of the Company; issue guarantees (including for subsidiaries or any joint ventures on a pro rata basis to the Company’s shareholding in that subsidiary or the joint venture); invest monies in short term bank deposits; borrowing and obtaining financial facilities; and generally carry out commercial transactions of all kinds related to the business objectives of the Company or that serve the same. For the avoidance of doubt, any security pledged on the assets of the Company, must be in line with paragraph 23.2b of these Articles. 
   e. Leasing; owning; purchasing; selling; discounting; depositing; and investing in movable and immovable assets including real estate assets, within the State, provided that any transaction shall be subject to the restrictions set out in Article 23.2 and Article 23.3 of these Articles.
2. The Company must obtain the Authority’s consent prior to pursuing any commercial activity abroad, with the exception of procurement of supplies or materials that are necessary to maintain or upgrade existing projects and services.
3. The objectives of the Company and the means to achieve the objectives in this Article shall be interpreted in an unrestricted manner and in the broadest meaning thereof.
4. The Company shall practice and manage all other activities and services prescribed in these Articles. Any additional activities or objectives not prescribed in these Articles, are subject to Special Resolution of the General Assembly. In the event the Company is not wholly owned by the Authority, the written approval of the Authority shall be required, for the Company to alter its activities and/or objectives.
5.    The Company shall practice and manage all other activities and services prescribed in these Articles. Any additional activities or objectives not prescribed in these Articles, are subject to Special Resolution of the General Assembly. In the event the Company is not wholly owned by the Authority, the written approval of the Authority shall be required, for the Company to alter its activities and/or objectives.

The Company’s authorized share capital is Five Billion (5,000,000,000) UAE Dirhams, whereas the paid-up capital is One Billion (1,000,000,000) UAE Dirhams, divided into One Billion (1,000,000,000) shares, with a value of One (1) UAE Dirham for each share. All the Company's shares are of the same class and are equal in their rights and obligations.

Ownership of the shares in the company shall be subject to any of the provisions of the Commercial Companies Law, decisions, regulations, and circulars issued in application of the said law, as well as all decisions, regulations, and circulars applicable to the sector that the Company operates within. Unless the Authority resolves otherwise, the shareholding of the Authority shall not be less than fifty-one per cent (51%) of the Company’s capital. The Board of Directors has the full authority to determine and implement the percentage which any natural or juristic person, other than the Authority, may own in the share capital of the Company, in accordance with the prescription stipulated in Article eight sub article 3 (10.3) of these Articles.

1. The current capital of the Company consists of ordinary shares. The Company may issue ordinary shares or any other type of shares, in accordance with the provisions of these Articles.
2. Unless the Authority approves the Company’s, shares being offered for private or public subscription and subject to the provisions of Article 9 of these Articles:
a. Natural persons.
b. The Government, the Authority, the government of any member emirate in the State, or any entity wholly owned directly or indirectly by any of the said entities.
c. Legal persons. 
3. Notwithstanding the rights of the Authority, no natural or legal person may acquire or own shares in the Company, directly or indirectly, with the total ownership of the associated persons of 5% or more of the ordinary shares in the Company, unless a Special Resolution is issued by the General Assembly after the approval of the Authority. 
 

A Shareholder shall not be liable to the Company for more than its share in the Company’s capital.

Each share shall confer upon its owner acceptance of these Articles of Association and the General Assembly’s resolutions. 

 

Shares shall not be divisible. If the title to a share is vested in several heirs or is held by several persons, those persons shall choose one of them to act as their representative before the Company. Such persons shall be jointly liable for the obligations arising from the title to the share. If those holders could not to agree on their representative, any of them may resort to the competent court to appoint such representative, and the Company and the relevant capital market shall be notified with the court’s decision in this regard. 

Each share entitles its owner to a share equal to the share of another without discrimination in the ownership of the Company's assets upon liquidation and profits; and in attending meetings of the General Assembly, voting on its decisions, notwithstanding the Board’s authority to recommend issuing preferred shares for approval by the Authority. 

Subject to the written approval of the Authority, the Company may list its shares in any capital market within the State or abroad. In case the Company lists its shares in any capital market abroad it shall follow the laws and regulations applicable in such market, including laws, regulations and procedures of issuing, registering, trading, transferring and assigning any rights on those shares.

1. Written approval of the Authority and the Securities & Commodities Authority will be required for any increase in the capital of the Company by way of issuing new shares at the same nominal value as the original shares. A premium and subscription fee may also be added to the nominal value of the share by means of a Special Resolution passed by the General Assembly. Any increase in the number of the shares, the existing shareholders’ priority rights (if any) to subscribe to such increase shall be stated in a resolution of the General Assembly. The General Assembly may authorize the Board to determine the timings for implementing any capital increase, provided that it does not exceed one year from issuance of the General Assembly resolution, and the procedure of dividing the new shares to the subscribers is set out in the General Assembly resolution.
2. It shall not be permissible to issue new shares less than their nominal value. Should shares be issued at a premium, the Board of Directors shall have the discretion to apply the difference in any way they see fit so as to enable the Company to achieve its objectives. 
3. Reduction of the Company’s capital can only be affected after obtaining the written approval of the Authority and the Securities & Commodities Authority, which is to be determined following the review of the Company’s auditor’s report. 
 

Subject to the terms and the procedures set out by the regulatory authorities of the State and the Securities & Commodities Authority, the Board may, within the Borrowing Cap of the Company, resolve for the Company to negotiate and enter into debt instruments with third party lenders. The written approval of the Authority shall be required in the event the Company seeks to exceed the Borrowing Cap. Any bonds or sukuks issuance requires a Special Resolution of the General Assembly. The approval of the Authority is required for any debt instrument which may be converted into shares, which will be subject to the conditions stipulated on ownership of the Company’s shares under Articles (9) and (10) of these Articles. 
The Board may be authorized to set the date for any bond or sukuk issuance, provided that such date does not exceed one year from the date of authorization of the same. The prospectus shall clearly outline equal rights to all shareholders, as well as information relating to the conversion of any debt into shares (if applicable) and any other information required by any competent regulatory authority, including without limitation the Securities & Commodities Authority. Should conversion be permitted, only the holders of bonds or sukuks shall have the right to accept the conversion or receive the nominal value of the bonds or sukuks. The bonds or sukuks shall remain at their nominal value until the full value is paid.

1. The Company shall be managed by a board composed of not less than seven (7) and not more than eleven (11) members, including the chairman and the vice-chairman. Members of the Board may be appointed or dismissed by the Authority, unless the Company’s shares are offered for private or public subscription, in which case, the Board shall be appointed by the General Assembly. The tenure of the Board shall be three (3) years.
The General Assembly shall elect the members of the Board by way of cumulative voting by secret ballot. Cumulative voting shall mean that each shareholder shall have a number of votes equivalent to the number of shares held by them so that each shareholder votes may either vote for one candidate or may distribute their votes among the selected candidates, provided that the number of votes granted to the candidates does not exceed the number of votes owned by the shareholders.
2.  The General Assembly may appoint a number of independent members with experience to the Board of Directors other than representatives of the shareholders of the Company, provided that the number of independent board members does not exceed one-third of the Board members. 
3.  The Authority has the right to appoint the chairman of the Board. The Authority may, as long as it owns not less than 25% of the Company’s ordinary shares, appoint the vice-chairman. 
In the event the Chairman is absent and is unavailable to chair the Board meeting or cannot chair the meeting for other reasons such as a conflict of interest, the vice-chairman shall chair the Board meeting and the Board shall elect from its members by secret ballot a vice-chairman to substitute the Chairman. In the event of absence of the Chairman and the vice-chairman from chairing the Board meeting or cannot chair the meeting for other reasons such as a conflict of interest, the Board of Directors shall elect from its members by secret ballot a chairman and a vice chairman to substitute the Chairman and the vice-chairman. 
A managing director of the Company may be elected, and such managing director may not be an executive officer or a general manager of another company. 
4. The Chairman represents the Company before judicial entities and in its relationships with third parties. The Chairman shall also have the right to represent the Company before all courts, at all levels and kinds, and before arbitral tribunals and committees in addition to its relationships with third party.
5. The Chairman may delegate to any other member of the Board or the CEO or the managing director, some of his authorities provided that such delegation is within limits detailed in the authority matrix as approved by the Board.
6. The Board shall appoint a secretary who may not be a Board member; the terms of such appointment shall be determined by the Board who shall also provide its assignments.
7. Each member of the Board, including the Chairman, whether appointed by the Authority or elected by General Assembly, shall fulfil standards determined by the nomination and remuneration committee. 
8. A Board member shall not, in their personal capacity or as a representative of a corporate entity, act as a member in more than five joint stock companies incorporated in the State, nor act as chairman or vice-chairman for more than two joint stock companies incorporated in the State, nor to act as managing director for more than one company incorporated in the State. 
9. The Chairman and the majority of Board members shall be Emirati nationals. In case such percentage of national citizen members decline below the limit required as per this Article, the shortage shall be remedied within three months, otherwise all Board decision taken after the said period shall be void. 
10. Each member of the Board shall hold their post for the tenure of the Board unless otherwise removed, replaced, dismissed or they resign. Members of the Board may be re-elected for more than one term. 
11. Subject to Article sixteen sub-article (1), if the office of a member of the Board becomes vacant, the Board of Directors shall, subject to the provisions of Article one hundred and forty-three (143) of the Commercial Companies’ Law, nominate a new member to hold the vacant position, provided that such appointment shall be referred to the General Assembly at its first meeting to approve such appointment, or for the General Assembly to appoint another member. 
12. In case of vacancy in the post of a Board member appointed by the Authority, the Authority has the right to appoint a replacement, who shall carry their duties until the expiry of the tenure of their predecessor.
13. In case the majority of elected Board positions become vacant, the remaining members shall call for General Assembly to convene within thirty (30) days of the last vacancy date, to elect members to fill vacant positions, provided that the selected members remain in such position until the expiry of the said Board tenure.
14. The Board shall continue in carrying out their duties after the expiry of their term until the appointment of a new board by the General Assembly

1. The Board may form a committee or more from its members or third party, provided that the majority of committee’s members shall be members of the Board. The Board may assign any of its authorities to the formed committee(s) or entrust formed committee(s) to monitor the Company’s progress and execution of Board resolutions. Committees shall be formed in accordance with the procedures set by the Board, which shall include specifying their assignments, term, and the authorities granted thereto.
2. The Board shall form a “nomination and remuneration committee”, an “audit committee”, and any other committee as required by applicable laws and regulations. Each committee shall carry out its duties according to the committee’s charter as approved by the Board.
3. The “nomination and remuneration committee” shall determine: the remuneration and benefits policy and individual remuneration and benefits arrangements for all staff including the CEO; the standard employment terms of all staff; and policies pertaining to annual bonus plans and awards. All policies reviewed and proposed by the nomination and remuneration committee, to the Board, require the written approval of the Authority before being implemented by the Company. 

1.    The Board shall hold a minimum of six (6) meetings each year under an invitation by the Chairman and shall hold its meetings at the head office of the Company, or at any other place, as the Board may resolve. The Board meetings can be held through audio or video conferencing facilities.
2.    Meetings of the Board shall not be valid unless all Directors are invited and attended by a majority of Directors, including the Chairman or vice-chairman. A Director may appoint another Director to vote on his behalf. In this case, such Director shall have two votes. A Director may not represent more than one other Director, provided that the number of the Directors present shall not be less than the half of the number of Directors of the Board.
3.    A Director shall be considered present if he attends via any means approved by the Chairman.
4.    The resolutions of the Board and its committees will be adopted by a majority of the votes of the members present or represented. In case of a tie, the Chairman or the vice-chairman shall have the casting vote. The Board may issue resolutions by circulation in accordance with the conditions and procedures issued by the Board.
5.    The details of the items discussed in a meeting of the Board or its committee(s) and decisions thereof, including any reservations or any dissenting opinions, shall be recorded by the secretary of the Board or the committee in the minutes of such meetings. All the Directors present shall sign the minutes prior to endorsement. The minutes of meetings of the Board and its committee(s) shall be kept with the secretary of the Board or the relevant committee. In the event that a Director refuses to sign, their refusal, with reasoning thereof (if declared), should be noted in the minutes. 
6.    Without prejudice to the minimum number of the Board meetings mentioned in Article twenty sub-article 1, the Board may exceptionally issue resolutions by circulation in case of urgency. Such decisions shall be considered valid only if they are signed by majority of Directors of the Company.
7.    Subject to the provisions of these Articles, the Board shall consider all the issues in connection with the Company. The Board may not consider the issues not listed in the agenda unless it is approved by simple majority of the Directors. 
8.    Any member of the Board having a personal interest in any transaction or matter before the Board for discussion and approval shall notify the Board of such benefit and shall be recorded in the minutes of the meeting. Such member shall not vote on the resolution on such transaction or concerned matter.
Should a member fail to notify the Board pursuant to this sub-article, the Company or any shareholder may approach the competent court to repeal the related contract or order the defaulting member to transfer any benefit or profit generated by such transactions to the Company. 
 

1. The membership of a Board member shall cease in case any member fails to attend three continuous meetings, or five discontinuous meetings during Board term, without valid justification accepted by the Board, otherwise such member shall be considered resigned.
2. The membership of any member of the Board shall be deemed expired for any of the following situations: 
   a. In case of death, ineligibility or disability to carry out their duties as member of the Board for any reasons; 
   b. In case of final conviction of any honour or integrity crime, 
   c.  In case of bankruptcy, failure or suspension of fulfilling their debts or obligations, even without filing for bankruptcy,
   d. In case of resignation through a written instrument directed to Company;
   e. In case their membership proves to be contrary to the provisions of this Articles of Association, or any of the laws and regulations in effect;
   f. In case of dismissal or replacement.
 

1.    Save for any liabilities of the Company arising from any acts of fraud, deceit, misuse of powers conferred to them or violation of these Articles or the prevailing laws in the State, the Board, and the Chairman, shall not be personally liable or responsible for the liabilities of the Company as a result of performance of their duties in good faith for benefit of the Company in accordance with these Articles.   
2.    The Company shall be bound by the acts performed by the Board within the limits of its powers in accordance with these Articles.  
3.    Members of the Board shall be accountable to the Company, the shareholders and third parties for any misuse, fraudulent, or abuse in using their authorities provided thereto and for any violation of law or Articles of Association and for all other damages committed in the course of the Company’s management whenever such violation is due to the members’ unanimous agreement. In the event that the resolution is adopted by the majority of the members, the objecting members shall be cleared of any liability provided that proof is presented of such objection. In the event that a member was absent during the meeting in which the resolution was adopted, the said member may not be cleared of liability unless such member is able to prove his/her absence, or his/her inability to object after being duly notified of the resolution.
 

1. The Board shall have all authorities and powers required to manage the Company’s business affairs, to act on behalf of Company, with necessary powers to draw the Company’s policy to be followed to achieve its objectives. Such powers and actions shall not be limited except as provided by these Articles of Association or a Special Resolution of the General Assembly as within the powers of the Company’s General Assembly or the Authority. The Board has the right to assume and carry out all necessary authorizations, including for example, without limitation: 
   a.Take all decisions and perform all deeds and acts on behalf of the Company to carry out the objectives of the Company;
   b. Enter into commercial transactions and/or contracts for maintaining or upgrading existing infrastructure, or procurement related contracts necessary to achieve the objectives of the Company.
   c. Appoint any representative or lawyer/legal consultant to represent the Company in any court or tribunal of the State or court or any other international arbitration tribunal, with powers to defend, institute, prosecute and pursue all kinds of cases or legal procedures and take all such steps in the said proceedings as may be authorized by the Board.
   d. Negotiate and enter into loan agreements for any term within the Borrowing Cap.
2.The Board must obtain a special resolution of the General Assembly in the following circumstances:
   a. If the Board seeks to secure third party financing in excess of the Borrowing Cap or pledges any assets of the Company as security or collateral.
   b. For all new investments as contemplated by the Company objectives, including power plants and power supply projects, renewables, water dispensation, sewage, water production and wastewater treatment plants, desalination plants, and related infrastructure. However, the development, deployment or procurement of similar equipment relating to existing services shall not be considered as a new investment, provided that capital expenditures do not exceed the amount set by the Authority by virtue of a resolution issued in relation thereto. 
   c. For all investments outside the normal course of operations, including investments in new projects outside the water, electricity, renewables, drainage, sewage, and sanitation services, even if such opportunities are considered by the Board to be connected with or ancillary to any of the objectives of the Company.
   d. For any investment that deviates from the Company’s objectives, as set out in these Articles.
3. The Company must seek Authority consent prior to engaging in any commercial activity abroad, with the exception of procurement of supplies or materials that are necessary to maintain or upgrade existing projects and services.  
4. The Board cannot change the nature of Company’s business activities and its objectives, especially where that change is contradictory to the activities stipulated in the establishing decree of the Company. Any amendment to the activities of the Company will require a Special Resolution and the written approval of the Authority. 
5. The Board shall be responsible for issuing the organizational chart of the Company, laying down the rules relating to administrative financial, and technical matters, employee affairs and their entitlements, and likewise lay down special regulations governing its business and meetings, and the distribution of functions and responsibilities amongst its members.
6. The Chairman of the Board of Directors, the vice-chairman, or other individuals duly authorized by the Board shall individually have the right to sign on behalf of the Company. However, the signatures of two authorized signatories (as determined by the Company’s delegation of authority from time to time as approved by the Board) shall be required for any financial related transaction, including but not limited to any financial related contracts, supply and purchase agreements, and instructions to banks or financial institutions.
7.    Subject to prior approval by the Authority, the Board of Directors shall have the right to appoint and to terminate services of the CEO, and to determine all related terms of the appointment, including compensations and benefits. 
The Board may appoint or terminate services of any managing director of the Company, provided that he shall not be CEO or general manager of another company, such will be with prior approval of the Authority. 

1. The executive management of the Company shall be undertaken by the CEO who shall carry out the necessary authorities on behalf of the Company, all the business affairs and actions stipulated to fulfil the Company’s business interests. The authorities entrusted to the CEO shall not be limited save as required by the Company’s Articles or its Board resolutions. 
2. Furthermore, the CEO shall assume the following duties:
   a. Carry out and implement the resolutions and general policies adopted by the Board; 
   b. Manage the Company’s affairs, develop its work systems, and follow up their implementation; 
   c. Prepare, develop and present the strategic and operational plans of the Company before the Board for approval, and follow-up on implementation after its approval;
   d.  Prepare the Company’s interim balance sheet and provide the required reports and details to present it to the Board; 
   e.  Represent the Company in its relationship with any third party and before any judicial authority by delegation from the Chairman (as per the delegation granted to him by the Board) or otherwise by the Board of Directors; 
   f.  Prepare final account statement and present it to the Board; 
   g.  Sign on behalf of the Company, within the limits approved by Company’s regulations and the Board resolutions;
   h. Prepare the periodic reports related to the Company’s business progress and present it to the Board;
   i.  Sign articles of association of any company incorporated or subscribed for by the Company, and represent the Company in all General Assembly and partners’ meetings in the capacity of the Company’s representative as partner, as per the resolutions and policies adopted by the Board; 
   j. Follow-up on the implementation of observations and feedback from the internal auditing division and Auditors of the Company; and
   k.  Any other duties assigned by the Board from time to time.
 

1. The Chairman and Board members are entitled for AED (180,000) one hundred eighty thousand UAE Dirham for each member on annual basis. Any changes to such entitlement will require the approval of the Authority.
2.  The Company may pay additional fees or expenses, as determined by the General Assembly and after the approval of the Authority, to any member of the Board (excluding the Chairman) if such member is working in any of its committees or exerting special efforts or carrying out additional works to serve the Company in addition to their duties as a member of the Board provided that additional compensation earned for such additional assignments shall be determined every twelve months. 
3.  Any fines charged to the Company due to violation of any provision of the Law or the Article of Association of the Company by the Board members during previous year shall be deducted from members’ remuneration. The General Assembly may elect not to deduct the fines whenever the Company is aware that any such fine is not charged due to Board’s omission or error.
4. The Board shall develop the necessary mechanism to avoid any conflict of interest and ensure disclosure in accordance with the provisions of Article twenty sub article (8) of these Articles.
 

The General Assembly shall be convened under an invitation by the Board of Directors at least once every year, within four months following the end of the financial year of the Company, at such time and place as determined in the Articles of Association. The Board may invite the General Assembly to convene whenever the Board deems fit.

The General Assembly shall look into all the matters related to the Company as required by Article (182) of the Commercial Companies Law. Whilst the Company remains wholly owned by the Authority, all the General Assembly’s authorities shall be entrusted to the Authority pursuant to these Articles of Association. The Company shall thus be exempted from the provisions governing General Assembly under the Commercial Companies Law until such time in which another natural or juristic person has been admitted as a shareholder; the Company and the Board are not required to call for any General Assembly. 

1.    The Company shall maintain accounting books which reflect the accurate and fair picture of the Company’s financial status in accordance with the applicable international accounting principles. Such accounts shall reflect a correct and fair picture of the Company's profits and losses at the end of the financial year.
2.    The financial year of the Company shall start on the first day of January and end on the last day of December. 
3.    The Company’s accounts shall be audited by an auditor who shall prepare its report on the Company’s accounts. The audited accounts shall be endorsed by the Board before submitting them to the General Assembly accompanied by auditor’s report, within four (4) months from the end of the Company’s each financial year for due approval.
4.    The Board or its representative shall prepare, for each financial year, the Company’s balance sheet and profit and loss account. The Board shall also prepare a report on the Company’s business activities during the financial year in addition to the Company’s financial position at the closing of the same year. The Board shall also suggest the net profit distribution for the approval of the shareholders. The Company may distribute annual, semi-annual or quarterly dividends to the shareholders in accordance with the profit distribution policy suggested by the Board and ratified by the General Assembly.
5.    The Board of Directors may deduct from the annual net profits a percentage for the consumption of the Company’s assets or its depreciation. These funds shall be dealt with according to the Board of Directors’ decision and shall not be distributed amongst the shareholders.

1. Ten (10%) percent of the Company’s net profit shall be deducted annually and be allocated for legal reserve formation. 
2. The General Assembly may suspend such deduction whenever legal reserve balance reaches (50%) of the Company’s paid-up capital. 
3. The legal reserve balance shall not be distributed as profits among shareholders. However, any excess above the (50%) of the Company’s paid-up capital in legal reserve may be allocated for distribution among shareholders in the years where the Company fails to achieve net distributable profits. 
 

The General Assembly may allocate a percentage of its net profits to form an optional reserve to be utilized for purposes determined by the General Assembly. The Company shall not use such optional reserve for purposes other than what it was formed for without obtaining the General Assembly approval.

1. The Board shall nominate one or more auditors registered with the Securities & Commodities Authority, as recommended by the audit committee. The General Assembly shall approve the auditors’ appointment, in accordance with terms and conditions required by Commercial Companies Law.
2. The General Assembly has the authority to appoint or dismiss auditor of the Company, and the auditor shall be appointed for one (1) renewable year, and the Board shall not be delegated in this regard, provided that the auditing firm shall not carry out auditing duties for more than six (6) consecutive fiscal years from the date of assuming its auditing duties of the Company, and in this case, it shall change the partner responsible for the auditing affairs of the Company after finishing three (3) fiscal years. The said auditing firm can be reappointed to audit the accounts of the Company after the passing of at least two (2) fiscal years from the end of its appointment term. The General Assembly shall determine the fees of the auditor, and the Board shall not be delegated in this regard, and the said fees is detailed in the accounts of the Company. 
3. The auditor may not occupy the office of Director or any technical, administrative, or executive office in the Company.
 

The auditor shall have all the authorities and bear all the obligations prescribed by the Commercial Companies Law. The auditor has the particular right to inspect the Company’s books, records and documents at any time. The auditor has the right to seek any explanations it deems necessary for the fulfilment of its duties, in addition to the right to verify the Company’s assets, rights and liabilities. In the event the auditor is unable to carry out its duties, the auditor shall notify the Board in writing. Should the Board fail to facilitate the auditor’s work, the auditor may refer the matter to the General Assembly.

The auditor shall submit to the General Assembly and the Board an audit report covering, at the least, all matters prescribed by the Commercial Companies Law. The auditor shall attend the General Assembly and read its report and respond to all issues raised related to its work, especially in relation to the balance sheet of the Company. During the Company’s General Assembly, each shareholder has the right to discuss the auditor report and seek explanations for any issues contained therein. The auditor is accountable for the accuracy of the data included in its report.

1. The auditor may resign by virtue of written notice submitted to the Company’s secretary. Consequently, the auditor’s mandate expires on the notice date, or any subsequent date, as mentioned in the notice.
2.  The resigning auditor shall submit a report to the Company’s secretary detailing the reasons of its resignation. The Board shall call for General Assembly meeting to convene within ten (10) days of the auditor’s resignation date to discuss the reasons for the resignation and appoint a new auditor and determine its remuneration. 
 

Any decision passed by the General Assembly to absolve the Board of Directors from liability shall not prevent the filing of the liability lawsuit against the Board of Directors due to the errors committed by them during the performance of their duties. If the act giving rise to liability has been presented to and approved by the General Assembly, the civil liability lawsuit shall be forfeited upon the expiry of one year from the date of such meeting. However, if the act ascribed to the members of the Board is a criminal act, the lawsuit shall not be forfeited until the public case is forfeited.

The Company may be dissolved for any of the following causes:
   a. The expiration of the specified duration of the Company, unless it is renewed in accordance with the rules set out in these Articles.
   b. The expiration of the objectives for which the Company was established.
   c. The issue of a Special Resolution to terminate the duration of the Company or to dissolve it.
   d. The amalgamation of the Company with another company in accordance with the provisions of the Commercial Companies Law. 
 

Should the Company’s losses consume half its capital, the Board shall, within thirty days (30) of disclosure to the Securities & Commodities Authority of all periodical and annual financial statements, call for a General Assembly to either issue a special resolution to dissolve the Company forthwith, or to discuss business continuation.

Upon the expiry of the term of the Company or its dissolution prior to the specified date, the General Assembly shall determine the method of liquidation and appoint one or more liquidators and determine their authorities. The Board’s authority shall cease with the appointment of the liquidator(s) and shall be replaced by the liquidator(s) in all transactions and disposals required for the liquidation mentioned in the Commercial Companies Law. The authority of the General Assembly shall remain in effect for the duration of the liquidation period until the liquidators are discharged of their duties and obligations. The Authority has the right to step in and take control over specific assets that it considers to be instrumental to national and public interests, and to assign such assets to the appropriate government entity in circumstances where the Company has been put into liquidation, following a valuation process which shall be conducted, to determine fair value at such time and the consideration payable for the assets to be assigned. 

The liquidator shall perform all actions required for the liquidation of the Company.  
Subject to the provisions of Article (38) of these Articles, the liquidator shall represent the Company before the judiciary and fulfil the Company's debts and sell any movable or real estate assets by auction or in any other manner unless the liquidator's appointment document specifies the sale procedure in a certain manner. 
 

If the Company's funds are not sufficient to meet all debts, the liquidator shall discharge the percentage of such debt, without prejudice to the rights of the preferred creditors or the right of the Authority pursuant to Article (38)   of these Articles. Any debt arising from liquidation shall be paid from the Company's funds with priority on other debts.

1. The liquidator shall terminate its assignment within the period specified in its appointment document. If no time limit is specified, the General Assembly may refer the matter to the competent court to determine the liquidation period.
2. This period may only be extended by a Special Resolution of the General Assembly, after reviewing the report of the liquidator stating the reasons that prevented the completion of the liquidation on time. If the period of liquidation is specified by the competent court, it may not be extended without the permission of such court.
 

1. The Company's funds resulting from the liquidation shall be divided among the shareholders after the paying off the Company's debts and each shareholder shall receive, at the time of such division, an amount equivalent to the value of the share it contributed in the capital. While the rest of the Company's funds shall be divided among the shareholders pro rata to their share in the profits, if someone has not come forward to receive its share, the liquidator shall deposit the said amount in the treasury of the competent court.
2. If the net of the Company's funds is not enough to meet the shareholders' equity as a whole, the loss shall be divided equally among them according to the percentage determined for the distribution of the losses.
 

The provisions of the Commercial Companies Law shall be applied to all subjects not expressed in the incorporation law or the Article of Association and any amendment thereof, or any aspect excluded impliedly. However, more specifically, the Company is not subject to the following provisions of the Commercial Companies Law: 143, 171, 196, 171, 204, 309.1, 320, 321, 322, 323, 324 and 325. In addition, to the provisions of the Commercial Companies Law related to listed companies and the Securities & Commodities Authority. 

In case the Authority decides to offer all or any part of the Company’s shares for public subscription, then the Articles shall be amended to suit the requirements of more than one shareholder. However, such amendment shall not affect exclusions from the Commercial Companies Law to the extent applicable, as listed in Article (43) of these Articles and without prejudice to the authorities and powers reserved with the Authority.