The following terms & words shall have the following meanings, unless otherwise context requires. 

Country: United Arab Emirate (UAE).
Government: UAE Government.
Company: Emirates Post Group Company, a public joint stock company.
Central Bank: Central Bank of the UAE
Board: Company’s Board of Directors.
The General Assembly: The Company’s general assembly.
Authority: Emirates Investment Authority.
Companies Law: Federal Decree-Law No. (32) of 2021 regarding commercial companies.
Incorporation Law: Federal Decree by Law No. (21) of 2019 On the Emirates Post Group Company.
Special Resolution: The decision taken by the three quarters majority of the shareholders represented in Company’s General Assembly.
Articles of Association or the Articles: Articles of association of the company, and any subsequent amendment thereto from time to time.
Postal Sector Regulation Committee: Is a Committee constituted as per Article (9) of the Incorporation Law that is independent and responsible for regulating the postal sector and its licenses according to Article (20) of this Articles of Association.

The Company’s authorized capital is AED 1,000,000,000 (one billion) UAE dirham, of which (AED 600,000,000) Six Hundred Million UAE dirhams is fully paid, divided into (600,000) (Six Hundred Thousand) ordinary shares of (AED 1000) One Thousand UAE dirham each. The Company’s capital may be amended based on the provisions stated in these Articles.

1. The Company has the right, within the limits of its paid-up capital and based on a Special Resolution issued by General Assembly, to issue bonds or tradeable sukuk, whether convertible or not, with equal value for each issuance. In case the issuance of bonds or sukuk is more than the Company’s paid up capital, Authority approval shall be required. The Special Resolution in relation thereto may include an authorization to the Board to determine the date of bonds or sukuk issuance, provided that duration shall not exceed one year from the authorization approval. The capital shall be paid in full by the shareholders and at least one-year financial statements and profit/loss accounts are published, unless the issuance is sponsored by the state or any of the banks operating in the Country.
2. Bonds or sukuk provides its holders’ equal rights. Bonds or sukuk may be converted into shares provided that the issuance prospectus authorizes the same. In case the conversion is approved, the bond/sakk owner alone has the right to accept the conversion or receive the nominal value of the bond or the sakk. The bond or the sakk shall remain nominal until fully paid.

1. The Postal Sector Regulatory Committee (the “Committee”) shall be formed by a decision of the UAE cabinet based on a proposal by the Authority, from (5) five members, provided that (4) four members - including the Chairman - are independent and preferably experienced in the sector and from outside the Board members, and provided that the fifth member is from the Board members. The decision forming the Committee shall specify the working system.
2. The Committee shall function its responsibilities independently regarding the postal sector. All the Financial revenue and Profits of the postal sector shall will be retained by the Company and be booked in the Company’s profit and loss statement.
3. The Board provides all the necessary resources to enable the Committee to exercise its administrative functions in an independent capacity.
4. The Committee shall have the following mandate: 
   4.1. draw up rules and set terms of Postal Code System (Postal Addressing) throughout the UAE.
   4.2 The Committee shall have the exclusive authority to set rules for exercising the following activities:
     a. Transfer of Documents and non-documents (domestic and international).
     b. Delivery by mail and express mail.
     c. Door to door delivery services.
     d.  Standard and express delivery services.
     e. Any similar services and activities of the above nature.
   4.3. Set the requirements of granting licenses for the activities mentioned in the above provision4.2.
   4.4. The Committee shall also monitor and oversee the performance of the licensees and their compliance with the related regulations.
   4.5. The Committee shall have the right to suspend and cancel noncompliant licensees’ licenses.
   4.6. Exclusively licenses using and selling postage clearance machines for federal and local governmental authorities and the private sector companies and organizations.
   4.7. Grant the private sector companies and organizations and the entities owned by federal and local governments the licenses required for transporting local and international documents, parcels, packages, items of all kinds and for all activities licensed by It. 
   4.8. Grant, regulate and supervise licenses required for the sale and purchase of all kinds of postage stamps. 
5.  Taking into account the provisions of the treaties and protocols of the universal postal union and any other regional treaties, the Committee shall determine the regulations governing the required level of the postal and express delivery services, mail safety and confidentiality rules, mail collection and distribution system: subject to the most advanced systems. The Committee shall also define conditions, fees and regulate provisions of the postal services, clearance of postal materials and the limits of liability and compensation for delay, loss or damage of transported postal material, subject to the international treaties to which the Country is a party.

1.    The Company shall be managed by a board composed of not less than seven (7) and not more than nine (9) 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 subscription, in which case, the Board shall be appointed by General Assembly as per the ownership in the share capital of the Company. The tenure of the Board shall be three (3) years. 
2.    The General Assembly may take decision to dismiss all or any of the Board members elected by the shareholders. In such case, the General Assembly shall elect new members. In case any Board member is dismissed, he/she shall not be reelected for Board membership before the elapse of three (3) years from the date of the dismissal resolution.
3.    The General Assembly may appoint a number of independent members with experience in the Board, provided that the total number of independent members shall not exceed one third of the Board members.
4.    Each member of the Board, including the Chairman, whether appointed by the Authority or elected by General Assembly, shall fulfill standards determined by the nomination and remuneration committee.
5.    A Board member shall not, in his/her personal capacity or as a representative of a corporate entity act as a member in more than five joint stock companies incorporated in the Country, nor act as chairman or vice-chairman for more than two joint stock Companies incorporated in the Country, nor to act as managing director for more than one company incorporated in the Country.
6.    The chairman and the majority of Board members shall be holders of the UAE nationality. In case such percentage of national citizen members decline below the limit required as per this article, the shortage shall be remedied within (3)  three months, otherwise all Board decision taken after the said period shall be void.
7.    Each member of the Board shall hold his/her post for the tenure of the Board unless otherwise removed, replaced, dismissed or resigns. Also, his/her membership may be renewed for any one or more similar terms.
8.    In case any director position becomes vacant, the Board may appoint another person to fill the vacancy, provided that new member shall hold his/her post for the remaining tenure of his/her predecessor. Such appointment shall be presented before the first General Assembly held after the appointment, which may approve the appointment or elect another member. 
9.    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 his/her duties until the expiry of his/her predecessor’s tenure.
10.     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.
11.    In case the Board tenure expires as per this article, the expired Board shall remain active and shall continue in carrying out its duties until the issuance of the resolution forming the new board.

The General Assembly shall be convened by an invitation from the Board once annually, at least, during the four months following the end of each financial year. The Board convene a General Assembly meeting whenever the Board deems necessary.

1.    The Company shall select one or more auditor(s) nominated by the Board and approved by the General Assembly in accordance with terms and conditions required by Companies’ Law. 
2.    The General Assembly has the authority to appoint or dismiss auditor. As an exception from Article (245.2) of the Companies Law, auditor shall be appointed for one renewable year, provided that auditor’s term shall not exceed six consecutive years and provided that the auditing partner shall be replaced at least after three years. Auditor shall commence the duties after the end of the meeting during which auditor is approved, until the end of next annual General Assembly. Such matter shall not be delegated to the Board. The General Assembly shall determine the auditor’s fees and such matter shall not be delegated to the Board.
3.    The auditor shall submit to the Authority and the Board a report stating all the data required by articles (247) and (248) of the Companies’ Law. The auditor(s) is liable for the accuracy of the data in its report.

The Company’s financial year commences on the 1st of January and ends by 31st of December every year. 

The General Assembly resolution to clear the Board members’ liabilities does not mean that the Board members are cleared against liabilities due to errors committed by them in the course of performing their duties. In the event that an action subject to liability is presented to the General Assembly and it is agreed to clear the members, the members may not be cleared against civil liability before the elapse of one year commencing the date the resolution was adopted by the General Assembly. Notwithstanding the above, in case an action committed by the members results in any criminal case, the civil liability does not expire unless the general case is dismissed by a court judgment.

The Company may be dissolved for any of the following reasons:
1.    The expiry of the Company’s term, unless renewed according to the provisions highlighted by this Articles of Association; 
2.    The fulfillment of the purpose for which Company is established; 
3.    The depletion of all or the majority of the Company’s funds in a manner that investing the remainder sum becomes infeasible;
4.    The Company merger with another company in accordance with the Companies’ Law;
5.    The issuance of a court judgment to dissolve the Company; 
6.    The adoption of a General Assembly resolution to terminate or dissolve the Company in accordance with the provisions of this Articles of Association.

The provisions of the 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 companies’ law: from 11 to 20, 106, 107, 109, 110, 112, from 117 to 130, 135, 136, from 143 to 146, 171, from 173 to 201, from 203 to 238, 240, 245, 309 and 333. In addition, to the provisions of the Companies’ Law related to listed companies and the securities and commodities authority. 

Emirates Post Group was first incorporated by virtue of the Federal Law number (4) of 1985, regarding the incorporation of General Post Authority, amended by the Federal Law number (8) of 2001, regarding the incorporation of Emirates Post Corporation (Emirates Post), and amended by the Federal Law (14) of 2007, regarding the incorporation of Emirates Post Group Holding, and then amended by Federal law (3) of 2013 regarding the incorporation of Emirates Post Group which was eventually amended by  the Incorporation Law to become a public joint stock company by the name of Emirates Post Group Company to be known as “Emirates Post Group ”.

Upon the issuance of the Incorporation Law, the Company shall be wholly owned by Authority. The Company shall have financial and administrative independence and juristic personality along with a separate budget. The Company shall also enjoy full legal capacity to carry out its activities and achieve its goals, as mentioned in this Articles, and shall be managed on commercial and investment basis.

The Company’s main office shall be in the Emirate of Dubai, provided that the Board may establish branches, offices or agencies elsewhere whether inside or outside the Country, as it deems fit.

The Company’s term is one hundred (100) calendar years, commencing from the establishment date of the Corporation as per the Federal Law number (4) of 1985, renewable automatically for similar periods, unless General Assembly issues a Special Resolution to terminate the Company. 

1. The Company shall be in charge of the activities commensurate with its nature, including the following:
   a.  Provide the standard postal services, including letter post items including letters, cards, publications, printings in brail for blind people, small-volume parcels and advertising, and promotional addressed and non-addressed letters. 
   b. Provide services of parcels of all kinds according to Universal Postal Convention adopted by Universal Postal Union, including parcels that contain commodities, gifts, samples or other material which do not have the status of letters for the purpose of transportation or distribution thereof. 
   c. Exclusively provide services of private post office boxes.
   d. Exclusively provide all kinds of post boxes, deposit boxes and pickup boxes (including e-post boxes) in places owned by UAE Government or any of its Emirates or by any third party only after their consent. 
   e. Provide international and local express mail and parcels services, (including door-to-door services).
   f.  Provide courier services including receiving from a sender and delivering to a receiver in their respective domiciles
   g.  Provide Transport, Storage and Logistics services for goods of all kind.
   h.  Provide customs clearance services for goods. 
   i.  Provide Hybrid Mail services. 
   j.  Exclusively make and install postal boxes; ordinary and electronic for individuals, corporations or any other entities within UAE. 
   k.  Exclusively issue the UAE postage ordinary and commemorative stamps, stamp collector cards, postal financial printings and postal forms. The issued stamps are issued in classes based on the value of the postal services for which such stamps are issued. 
   l.  Represent the government before the international and regional organizations involved in the activities and business of both the Company and its subsidiaries. The Company also maintains, guards and promotes the public’s post-related interests in the other post markets in cooperation and coordination with Ministry of Foreign Affairs and International Cooperation and the other ministries and competent authorities.
   m.  Appoint, make and enter into contracts, according to terms and conditions set out and controls imposed by the Company, with third parties to offer postal services provided by the Board. 
   n.  Provide postal financial services including: postal money orders, postal cheques and parcels against payment, saving accounts, and credit by transfers or payment to the account of a third party, according to the Central Bank laws and regulations and other related laws, while all these transactions regulated and governed by the Central Bank.
   o.  Carry out transactions and operations, which include financial brokerage, monetary intermediation and money transfer according to the Central Bank laws and regulations and other related laws, while all these transactions regulated and governed by the Central Bank. 
   p.  Provide all services and activities related to e-commerce. 
   q. Provide the Group's customers with all banking services according to the applicable laws and the Central Bank's directives and instructions.
   r. Provide third party money collection and transport service (private and governmental entities, federal and local authorities, organizations and institutions) as agreed upon between the parties concerned.
   s. Supervise, control, manage, operate, and support divisions, units and subsidiaries and assess their performance. 
   t. Invest the Company’s funds by itself or through companies and its divisions and subsidiaries, as per the provisions of these Articles. 
   u. Provide promotional and marketing services in accordance with the applicable laws.
   v. Provide third party insurance services, subject to the regulations of the Insurance Authority. 
   w. Hold property rights and liens of trademarks related to the Company’s activities, drawings, industrial models and patents, as well as intellectual property rights. Such liens and property rights are also used and rented by the Company to the divisions, units or third party.
   x. Establish, possess and/or acquire (fully or partially) companies working in the field of the Company and serving its objectives, inside or outside the Country, after obtaining the Authority approval. 
   y.  Own the necessary lands and buildings to exercise its activities as well as commercially use and exploit said lands and buildings directly or through its Subsidiaries.
   z. Perform any other activities or duties assigned by the Board in line with the nature of its activities
2. Within the limits of its objectives, the Company may invest or use its funds in any commercial, financial, services, or industrial fields as the Board may deem in conformity to the Company’s objectives and toward the realization of its objectives including the incorporation of companies with third parties in order to utilize the resources available to the Company and to diversify the means and sources of Company’s income and its development.
3. The Company may participate or collaborate, in any way, with other entities or companies practicing similar activities or may assist the Company in realizing its objectives inside or outside the Country. The Company may also takeover such entities or companies. 
4. The above objectives and activities of the Company shall be interpreted without limitations and in its broadest meaning. The Company may realize the objectives and practice the activities mentioned herein, inside or outside the Country, directly or by establishing or holding shares in other companies. The Company may extend its activities and objectives, alter them and amend them in any way and from time to time by virtue of a special decision of its General Assembly and after obtaining the Authority approval in accordance with this Articles of Association. 

1. The Company’s shares are indivisible, whereby a single share cannot be divided on more than one person.
2. Each share grants its holder to a right equal to the other shareholders without any discrimination, notwithstanding the Board’s decision to issue preferred shares. In such case, the shares’ rights and obligations shall be in accordance with the prospectus.

Any natural or juristic person, national citizen or non-national may own any of the Company’s shares, pursuant to rules and procedures provided by the Board. In all cases, non-nationals’ ownership shall not exceed the percentage provided by the Companies Law of Company’s capital in any type or class of shares acquired thereby, or as determined by the Authority, whichever is less.

The Company’s share certificates shall be kept in electronic form.

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

Ownership of the Company’s share means the acceptance by the shareholder of the Articles and General Assembly’s resolutions.

A shareholder may not request to recover what has been paid as capital contribution.

Without prejudice to Article (8) of these Articles, each ordinary share provides its owner an equal share, without any discrimination, in the Company’s assets upon its liquidation, in dividends as approved thereto, and an equal right to attend and vote on the resolutions of the General Assembly.

The Company may, after the approval of the Authority, list the its shares in any other capital market inside or outside the Country. In case the Company lists its shares in any capital market outside the Country 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.

For any shares transfer through inheritance or will, applicable laws and regulations and judicial proceedings shall be implemented. 

1. The Company’s capital may be increased according to the following provisions:
   a. After the authorized capital is paid in full; 
   b. Based on the Board’s request; 
   c. In all cases, any capital increase shall be supported by General Assembly’s Special Resolution, and after the approval of the Authority.
   d. The resolution for increasing the capital shall also state the volume of the increase and the price for the new shares.
   e. In case the increase in the authorized capital of the Company contains in-kind shares, then regulations related to in-kind shares in the Companies Law shall be followed.
2. Decision taken in support of increasing the Company’s authorized capital, may include an authorization to the Board to determine the time for executing the increase, provided that is shall not exceed one year from the date of the issuance of the decision, otherwise such decision shall be null & void.
3. The Company’s capital may be increased in any of the following manners:
   a. By issuing new shares; 
   b. By merging the reserve with the capital; 
   c. By converting debts, bonds or sukuk issued by the Company into shares; 
   d. By implementing employee incentive scheme for Company employees to own shares. 

The following terms apply for any capital decrease:
1.  Capital shall not be decreased before issuing a Special Resolution and obtaining the Authority approval after examining the Company’s Auditor’s report. The decrease can be affected upon realizing one the following two conditions:
   a. In case the Company’s capital exceeds the Company’s needs; 
   b. If the Company suffers losses that could not be remedied by future profits.
2. The Company capital may be decreased by any of the following means:
   a.  Decreasing the nominal value of the shares, either by refunding portion of the value to the shareholders, or by clearing payables of all or any part of shares price on them;
   b. Decreasing the share value by setting-off of part of share value equivalent to loss suffered by the Company.
   c. Cancelling a number of shares equivalent to required decrease; 
   d. Purchasing the number of shares equal to the portion that is required to be decreased.

1. The Authority has the right to appoint the chairman of the Board. The Government Shareholder may, as long as it owns not less than 25% of the Company’s ordinary shares, appoint the vice-chairman. In all other cases, the Board shall elect the vice-chairman from among its members.  
2. 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.
3. The chairman may delegate, to any other member of the Board or the CEO, some of his authorities provided that such delegation is within limits detailed in the authority matrix as approved by the Board.
4. 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.

1.    The Board may form one or more committees, from its members, or any third party, provided that the majority of any 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 the assignments of each committee, its term, the authorities granted thereto and the compensation package of its members.
2.    Among the committees that the Board may form, without limitation, “nomination and remuneration committee”, “audit committee”, in addition to any other committee created by the Board to support the Board’s duties, or as required by applicable laws and regulations. Each committee shall carry out its duties according to the committee’s own charter as approved by the Board.

1.    The Board shall have all authorities and powers required to manage Company’s business affairs, to act on behalf of Company, with necessary powers to draw Company’s policy to be followed to achieve its objectives. Board has the right to assume and carry out all necessary authorizations, including for example, without limitation: 
   a.    Develop and endorse Company’s plans and programs, supervise their implementation in support of Company’s objectives; 
   b.    Approve Company’s annual budget and the audited annual financial statements supported by the external auditor’s report; 
   c.    Issue and approve authority matrix related to signing the Company’s financial transactions, internal regulations regarding all Company’s administrative, financial and technical affairs in support of Company’s objectives and authorizations;
   d.    Development of special regulation to standardize the Board business, meetings and distribution of powers and authorities within the Board; 
   e.    Prepare and approve prudent management, administrative governance controls and standards, supervise their implementation, without being subject to government rules;
   f.    Prepare and approve the Company’s organizational chart and Human Resources system, including jobs, classification, order, salaries, wages, and other benefits offered to the Company employees and workers;
   g.    Approve all contracts drafts and agreements affirming the Company’s rights, or resulting in obligations on the Company, within the limits stated by the Company’s regulations; 
   h.    Open, close and manage bank accounts, and enter in any credit facilities with banks to finance the Company’s operational and capital requirements and needs, within the paid-up capital of the Company and as per controls determined by the Board;
   i.    Borrow from the Government or from any bank or financial institution operating in the Country to achieve the Company’s objectives within the paid-up capital of the Company and in accordance with a pre-determined plan; 
   j.    Endorse the Company’s representatives in any boards of subsidiaries, and follow up progress on those subsidiaries;
   k.    Approve the sale, the transfer or the assignment of any of the Company’s movable assets; 
   l.    Approve any loan or finance provided to any of the Company’s operational units, subsidiaries or any of its projects within the paid-up capital of the Company;
   m.    Agree and accept investment of the Company’s funds in investment areas which are related to its activities and in line with the Company’s objectives;
   n.    Agree and accept using the buildings and premises of the Company and subsidiaries for business purposes; and
   o.    Approve the strategic plans of both the Company and subsidiaries.
2.    The Board cannot change the nature of Company’s business activity if such change is a substantial change or may affect Company’s ability to carry out its business activity in the same way and the same scale, unless such change is approved by the Special Resolution and the approval of the Authority.

1. The Board shall hold a minimum of four (4) meetings within a year. However, the chairman is required to call the Board to convene upon the request of at least two of the Board members.
2. The Board meetings shall be held at Company’s main office, unless otherwise determined by the Board.
3. The Company shall simultaneously send a copy of each invitation it sends to the Board members, to attend any Board meeting or Board committee meeting, to the Authority along with all the necessary information and documents provided to the Board members.

1.    The Board meeting shall not be considered valid, unless all of its members are invited to attend and with the attendance of their majority.
2.    A member is considered present, if he/she attends personally or through any modern communication means.
3.    A member may proxy any other member to attend and vote on their behalf. In such case, the attending member shall have two votes, provided that each member cannot represent more than one member. The number of attending members shall not be less than half of the number of Board members. 
4.    Remote voting is not allowed. The proxy member shall vote on behalf of appointing member in accordance with the proxy provided thereto.
5.    The Board resolutions shall be issued by the majority of the attending and proxy members. In case of any tie, the Chairman’s shall have a casting vote.
6.    The Board may issue a resolution by circulation and without the need for meeting in accordance with terms and procedures approved by the Board.
7.    Notwithstanding any regulations approved by the Board, the Board secretary shall take the minutes for all meetings. The minutes shall be signed by all attending members and secretary of the Board. Objecting members have the right to record his/her objection in minutes of meeting. Signatories on minutes shall be responsible for the accuracy of minutes’ contents.
8.    The member who has any common or conflicting interest related to any business presented before the Board for discussion and approval shall notify the Board with such conflict and records it in the minutes of the meeting. The member with the conflicting interest cannot vote on the conflicting item.
9.    Should a member fail to notify the Board according to sub-article (8) of this 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.
10.    The Board shall develop the necessary mechanism to avoid any conflict of interest and ensure disclosure in accordance with the provisions of sub-article eight of  this article

1. In case any member fails to attend three consecutive meetings, or five meetings during the Board term, without a valid justification accepted by the Board, such member shall be deemed 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 his/her duties as member of the Board for any reasons; 
b. In case of detention and convection of any honor or integrity crime. 
c. In case of bankruptcy, failure or suspension of fulfilling his/her debts or obligations, even without filing for bankruptcy. 
d. In case of resignation through a written instrument directed to Company in this meaning. 
e. In case his/her 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. The Board shall, based on its chairman’s nomination, appoint the Company’s chief executive officer (CEO), who may not be a member of the Board, and determine his authorities, recruitment terms and conditions, remuneration and other benefits (in coordination with the nomination and remuneration committee). The Board may also elect a managing director (MD) who shall not be the CEO or general manager of any other company.
2. The CEO shall be responsible for the Company’s management with the necessary authorities to carry out, on behalf of the Company, all the business affairs and actions required to fulfill the Company’s business interest. The authorities entrusted to the CEO shall not be limited save as required by Company’s articles of association or its Board resolutions. 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 the implementation thereof. 
   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; 
   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; 
   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.

Members of the Board shall not have personal liability in relation to the Company’s commitments in the course of practicing their duties as Board members save in the event(s) of exceeding the limits of their duties or authorities.

Members of the Board shall not have personal liability in relation to the Company’s commitments in the course of practicing their duties as Board members save in the event(s) of exceeding the limits of their duties or authorities.
 

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 joint 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 General Assembly shall decide on the remuneration of the Chairman and Board members after obtaining the Authority’s approval The Board may also decide the amendment of the remuneration (any additional remuneration to its members including different remuneration for its independent industry expert) after obtaining the approval of the Authority
2. The Company may pay additional fees or expenses, as determined by the General Assembly   with the Authority’s approval, to any member of the Board 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 his/her duties as a member of the Board   or member of any of the Board Committees
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 the previous year shall be deducted from members’ remuneration. The General Assembly may decide not to deduct the fines whenever the Company is aware that any such fine is not charged due to Board’s omission or error.

The General Assembly shall look into all the matters related to the Company as required by Article (182) of the Companies’ Law. As long as the Company remains wholly owned by the Authority, all the General Assembly’s authorities shall be entrusted to the Authority according to this Articles of Association, which means that the Company and the Board are not required to call for any General Assembly. The Company shall be exempted from the provisions governing General Assembly under the Company’s Law until the Company’s ownership is changed, and other partners are admitted.

The auditor shall have all the authorities and bear all the obligations stated in articles (248-252, 255) of the 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 case 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 a report stating the required data stated in article (250) of 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 Company’s annual budget. 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 resignation date to discuss the reasons for the resignation and appoint a new auditor and determine its remuneration.

1.    The Board or its authorized representative shall maintain duly organized accounting books and records for each of the Company’s financial year, including the balance sheets as of the end of each financial year, in addition to profit and loss accounts.
2.    The Company accounts shall be prepared according to internationally recognized accounting principles in a manner that reflects fairly and accurately the Company’s profit and loss during the financial year in addition to the Company’s position at year’s end along with all other requirements highlighted by the Companies’ Law.
3.    The financial statements shall be endorsed by the Chairman or any Board member and the Chief Executive Officer of the Company along with the auditor of the Company.

1.    The Company’s accounts shall be audited by an auditor who shall prepare his report on the Company’s accounts. The accounts shall be endorsed by the Board before submitting them to the General Assembly accompanied by auditor’s report within the last four (4) months of the Company’s financial year.
2.    The Board or its representative shall prepare for each financial year, at least one month before of the annual General Assembly, 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. All the above data shall be posted on the Company’s website prior to the General Assembly date for shareholders’ inspection.

1.    Ten (10%) percent of the Company’s net profit shall be deducted annually and allocated for legal reserve formation.
2.    The General Assembly may suspend such deduction whenever legal reserve balance reaches fifty (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 fifty (50%) percent 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 Company’s General Assembly shall determine the percentage of net profits for distribution among its shareholders after deducting legal and optional reserve percentages.
2.    Notwithstanding the provisions of point (1) of this article, the General Assembly may, based on Board recommendations, distribute any annual, semiannual or quarterly profits among its shareholders.
 

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

Upon the expiry or premature dissolution of the Company, the General Assembly shall agree the liquidation method, appoint one or more liquidators and determine their authorities. Consequently, the Board’s authorities expire upon the appointment of the liquidator. The liquidator shall replace the Board in all dealings and actions required for liquidation as stated in the Companies’ Law, while the General Assembly authorities remain valid during the liquidation period, until the liquidator is cleared from its duties and responsibilities. 

The liquidator shall carry out all the actions required for the Company’s liquidation, particularly to represent the Company before any judicial authority, fulfill the Company’s debts and obligations, and sell any movable or immovable asset in public auction, or any other means, provided that the liquidator appointment document did not stipulate a specific way to sell assets. In any case, the liquidator may not sell the Company’s assets as a whole before obtaining approval of the Company’s General Assembly.

In the event that the Company’s funds are insufficient to repay all the Company’s debts, the liquidator shall pay the Company’s liabilities with priority to privileged creditors. Any debt due to the liquidation process shall be paid as a priority debt.

The liquidator shall finish the liquidation within the term stated in its appointment document. In case no such term is stated in the document, the General Assembly may refer the matter to the competent court to assign a liquidation term. The liquidation term may be extended by a special resolution issued by the General Assembly upon considering the liquidator’s report. In case the liquation term is assigned by the court, no extension is allowed but by the same court.

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 Companies’ Law, to the extent applicable, as listed in article (51) of the Articles.