Cabinet Resolution · UAE

Cabinet Resolution Regarding the Approval of Articles of Association of Emirates Petroleum Company (Public Joint Stock Company)

Issued 10 June 2024 · In Force

The Cabinet,

Having reviewed the Constitution,
Federal Decree by Law No. (32) of 2021 Regarding Commercial Companies,
Federal Decree by Law No. (19) of 2023 Regarding Emirates Petroleum Company, and
Upon the approval of the Cabinet,

Hereby resolves as follows:

Article (1)

The Articles of Association of Emirates Petroleum Company (Public Joint Stock Company), attached hereto, are hereby approved.

Article (2)

This Resolution shall be published in the Official Gazette and shall enter into force on the day following the date of its issuance.

Mohammed bin Rashid Al Maktoum Prime Minister

Issued by us: On: 4 Dhu al-Hijjah 1445 A.H. Corresponding to: 10 June 2024 A.D.

Articles of Association

EMIRATES PETROLEUM COMPANY

"EMARAT"

Public Joint Stock Company

CHAPTER ONE — Company Incorporation

ARTICLE 1 — DEFINITIONS

For the purposes of these articles of association, the following terms shall have their following meanings, unless the context determines otherwise:

State: United Arab Emirate (UAE).
Government: the UAE Government.
Company: Emirates Petroleum Company PJSC.
Authority: Emirates Investment Authority.
Securities & Commodities Authority: the Securities & Commodities Authority in the State.
Competent Authority: the competent authority that regulates the companies' affairs within the concerned Emirate.
General Assembly: the Company's general assembly.
Board of Directors or Board: the board of directors of the Company.
Chairman: the chairman of the board of directors of the Company.
CEO: the chief executive officer of the Company.
Director(s): a person or persons who is/are member(s) of the Board of Directors.
Articles of Association or Articles: these articles of association as amended from time to time.
Financial Markets: the financial markets licensed to work in the State.
Borrowing Cap: 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 Cap includes debentures, loans, banking facilities, financial obligations, sukuks (whether convertible or non-convertible to shares), and bank guarantees.
Special Resolution: The resolution issued by the acceptance of shareholders owning three quarters of the shares represented in the meeting of General Assembly of the Company.
Decree Law: Federal Decree Law No. (19) of 2023 concerning Emirates Petroleum Company.
Commercial Companies Law: Federal Decree-Law No. 32 of 2021 concerning commercial companies (as amended or replaced from time to time).

ARTICLE 2 — ESTABLISHMENT OF THE COMPANY

Emirates General Petroleum Corporation was established by virtue of Federal Law no. (16) of 1980 concerning the establishment of Emirates General Petroleum Corporation.
Emirates General Petroleum Corporation was converted into a public joint stock company under the name Emirates Petroleum Company PJSC pursuant to the Federal Decree Law (19) of 2023 in relation to the Company.
The Company shall be wholly owned by the Authority. The Company shall have financial and administrative independence and independent legal personality. The Company shall have a separate budget and full legal capacity to carry its objectives and achieve its goals, as stated in the Decree Law and Articles, and shall be managed on commercial and investment basis.
The Company must obtain the Authority's approval prior to pursuing any commercial activity outside the State, except for procurement of supplies or materials that are necessary to maintain existing projects and facilities.
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.
The Company shall practice and manage all other activities and services prescribed in these Articles. 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.

ARTICLE 3 — NAME OF THE COMPANY

The name of the Company is Emirates Petroleum Company PJSC (a public joint stock company), known for abbreviation as "Emarat". The Company may use its abbreviated trade name according to these Articles and applicable laws in the State, for the purposes of its correspondences and transactions.

ARTICLE 4 — HEAD OFFICE OF THE COMPANY

The head office and legal place of business of the Company shall be in the Emirate of Dubai, branches or offices of the Company may be established inside or outside the State, pursuant to a resolution issued by the Board of Directors.

ARTICLE 5 — TERM OF THE COMPANY

The duration of the Company shall be ninety-nine (99) Gregorian years, commencing from the date the Company is recorded in the commercial register with the Competent Authority, and such period shall be automatically renewed for successive periods, unless a Special Resolution has been issued by the General Assembly to terminate the Company.

ARTICLE 6 — OBJECTS OF THE COMPANY

The Company shall conduct the following principle objectives inside and outside the State: a. Marketing, transporting and storing oil or gas inside and outside the State and determining the quantities of such products and their storage areas. b. Designing, constructing, maintaining and operating facilities, equipment, machinery, tools and necessary means to achieve the Company's objectives. c. Renting any part of the Company's stations or buildings to third parties to provide any services approved by the Board of Directors. d. Establish mini-supermarkets and their relevant activities to serve clients of the Company's petroleum stations. e. Provide the services relevant to car maintenance, care and cleaning. f. Executing real estate development projects regarding the lands, spaces, and buildings owned, granted, rented, or exploited by the Company, for any investment, commercial, or residential purposes. g. Storage, transportation, distribution, sale and marketing of petroleum products. h. Own trademarks, patents, copyrights, industrial designs and any other intellectual property rights, as the Company deems necessary for its business. i. Investing its funds in any commercial, financial, service or industrial fields that are connected to its activities, in order to support and increase its' financial sources.
For purposes of achieving its' principle objectives set out in clause (1) of this article, the Company may carry out the following business whether inside or outside the State: a. Establish or invest in all types of companies, either alone or with others, and authorizing these companies the powers it considers appropriate or necessary for any purposes related to the Company's objectives or any expansion for such objectives or the Company's business. b. Acquire, contribute in, or own shares, stakes or other interests in companies that operate in any field related to the Company's activities or any expansion of its business, or undertake business similar to the business carried out by the Company or that may help the Company achieve its objectives, and finance such companies. c. Enter into agreements with banks, financial institutions and credit agencies in relation to financing the Company's activities, including without limitation, issuing guarantees and granting guarantees on its assets, including its shares or assets, or stakes, shares, stakes or assets of its subsidiaries, and to enter into agreements in favour of any of its subsidiaries, including without limitation, issuing guarantees in consideration, or acting as a guarantor to secure the obligations of any of the subsidiaries, with or without consideration, and to mortgage or arrange any other insurance on all or any part of the rights or assets of the Company or the rights or assets of any of its subsidiaries for the purpose of securing its obligations, in accordance with the laws applicable in the State. d. Enter into any contracts or agreements necessary to achieve and implement any of the Company's objectives and activities. e. Manage subsidiaries and its' affiliated entities. f. Issue and sell new shares in the Company, shares or stakes in any entity owned by the Company. g. Undertake any business or activity that is related to or subordinate to any of the Company's business, and that serves the objectives of the Company.
The Board of Directors must seek the Authority's consent prior to engaging in any commercial activity outside the State, except for procurement of supplies or materials that are necessary to maintain existing projects, services and facilities.
The Board of Directors is not permitted to change the nature of Company's business activities and its objectives, especially where that change is contradictory to the activities stipulated in the Decree Law. Any amendment to the activities of the Company will require a Special Resolution and the written approval of the Authority.
Subject to obtaining the prior written approval of the Authority, 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.
The Chairman, 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 transaction, including but not limited to any financial contracts, supply and purchase agreements, and instructions to banks or financial institutions.
Subject to obtaining the prior approval of the Authority, the Board of Directors shall have the right to appoint and to terminate the services of the CEO, and to determine all related terms of the appointment, including compensation and benefits.
Subject to obtaining the prior approval of the Authority, the Board may appoint or terminate services of any managing director of the Company, provided that he shall not be the CEO or general manager of another company.

CHAPTER TWO — THE CAPITAL OF THE COMPANY

ARTICLE 7 — SHARE CAPITAL

The capital of the Company is (2,138,400,000 AED) Two Billion One Hundred Thirty-Eight Million and Four Hundred Thousand UAE Dirhams, fully paid and divided into (2,138,400,000) Two Billion One Hundred Thirty-Eight Million and Four Hundred Thousand shares, with a nominal value of One (1 AED) UAE Dirham for each share. All the Company's shares are of the same class and are equal in their rights and obligations, subject to the rights of the Authority in the Decree Law and Articles.

ARTICLE 8 — OWNERSHIP OF SHARES

The shares of the Company specified in article (7) of these Articles shall be wholly owned by the Authority.
After obtaining the approval of the Cabinet based on the request of the Authority, the Authority may transfer all or part of its shares in the Company to any other person or offer any of its Shares in a public or private offering. The Authority may list its shares in any financial market.
Notwithstanding the rights of the Authority, no natural or legal person may acquire or own shares in the Company in a manner that would lead to that person holding, directly or indirectly, together with its associated persons, more than (5%) of the shares in the Company, unless a Special Resolution is issued in that effect by the General Assembly after the approval of the Authority.
Unless the Authority resolves otherwise, the shareholding of the Authority shall not be less than fifty-one per cent (51%) of the Company's share capital.
The current capital of the Company consists of ordinary shares. The Company may issue shares of any other type, in accordance with the applicable laws and regulations in the State.
Unless the Authority approves the Company's shares being offered for private or public subscription and subject to the provisions of clause (4) above of this article, the shares of the Company shall be owned by the following categories: a. Natural persons. b. The Government, the Authority, or any entity wholly owned directly or indirectly by any of them. c. Companies with the nationality of the State which are referred to in sub-paragraphs (a) and (b) of this clause.
A shareholder in the Company shall not be liable for more than its share in the Company's capital.
The ownership of a share shall entail the shareholder's acceptance of these Articles of Association and the General Assembly's resolutions.
Shares shall not be divisible. If 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 such persons fail to agree on their representative, any of them may resort to the competent court to appoint such representative. 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 others without distinction in the ownership of the Company's assets upon liquidation and a share of profits as set out hereinafter, and to attend meetings of the General Assembly and voting on its decisions, and such without prejudice to the rights of the Authority provided for in the Decree Law and Articles.
Without prejudice to clause (2) of this article, and 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 and transferring the Company's shares and assigning any rights on those shares.

ARTICLE 9 — INCREASING THE SHARE CAPITAL

As long as all shares of the Company are wholly owned by the Authority, it shall be permissible to increase the issued capital of the Company, provided that the approval of the Cabinet is obtained if such increase will be listed in a private or public listing or transferred to a strategic investor, after obtaining the approval of the Securities & Commodities Authority, by issuing new shares of the same nominal value as the original shares, with or without share premium. In the event the ownership share of the Authority is less than (51%) of the Company's share capital, the General Assembly shall decide upon the same. 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 the date of issuing the General Assembly's resolution, and the procedure of allocation of the new shares to the subscribers shall be set out in the issuance/subscription prospectus relating to such increase.
It shall not be permissible to issue new shares at 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 to enable the Company to achieve its objectives.
Shareholders shall have priority rights to subscribe to the new shares. Subscription to these shares shall be subject to the rules for subscribing to the original shares. The following are excluded from the priority rights to subscribe to the new shares: a. Entry of a strategic partner (as defined in the Commercial Companies Law). b. Converting cash debts, owed to the federal and local governments, public authorities and institutions in the State, banks and finance companies, into shares in the Company's capital. c. A program to motivate the Company's employees by preparing a program that aims to motivate outstanding performance and increase the Company's profitability by having employees owning shares in the Company. d. Converting the bonds or sukuks issued by the Company into shares in the Company.
The Company's capital can be decreased by virtue of a resolution of the Authority or the General Assembly (in case of more than one shareholder), the approval of the Securities & Commodities Authority and reviewing the Company's auditor's report.

ARTICLE 10 — SHARE CERTIFICATE

A share certificate may be issued to the Authority stating the total number of shares issued and owned by the Authority and the nominal value of each share. The share certificate may be kept by the Company in electronic format.
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 having more than one shareholder in the Company. However, such amendment shall not, to the extent permissible by the Decree Law, affect the exemptions from the Commercial Companies Law as listed in article (33) of these Articles and without prejudice to the authorities and powers reserved to the Authority.

CHAPTER THREE — LOANS BONDS AND SUKUKS

ARTICLE 11 — LOAN CONTRACTING

With due observance of the applicable laws in the State, the Board of Directors may contract loans for periods not exceeding (3) three years. However, the Board of Directors may not contract any loans in excess of the Borrowing Cap without the approval of the Authority (in the event that all of its shares are owned by the Authority only).

ARTICLE 12 — ISSUANCE OF BONDS AND SUKUK

Subject to the terms and the procedures set out by the regulatory authorities of the State and the Securities & Commodities Authority, and with due observance of the applicable laws in the State, the Board may, within the Borrowing Cap, 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. In all events, the approval of the Authority is required for any debt instrument which may be converted into shares in the Company, which will be subject to the conditions stipulated on ownership of the Company under article (8) of these Articles of Association.
The Board may be authorized to set the date for any bonds 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 authority, including without limitation the Securities & Commodities Authority. Should conversion be permitted, only the holders of bonds or sukuk shall have the right to accept the conversion or receive the nominal value of the bonds or sukuk unless the prospectus explicitly provides for mandatory conversion of bonds or sukuk into shares. The bonds or sukuk shall remain at their nominal value until the full value is paid.

CHAPTER FOUR — MANAGEMENT OF THE COMPANY

ARTICLE 13 — BOARD OF DIRECTORS

The Company shall be managed by a board of directors composed of not less than seven (7) and not more than eleven (11) members, including the Chairman and the deputy chairman. The appointment and dismissal of the Board shall be determined 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.
Without prejudice to the provisions of clause (1) of this Article, 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 it so that each shareholder votes to one candidate for the membership of the Board or may distribute its votes among the selected candidates, provided that the number of votes granted to the candidates shall not exceed the number of votes which the shareholder is entitled to.
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.
The Authority shall have the right to appoint the Chairman and the vice-chairman as long as it owns not less than (25%) of the Company’s shares. Otherwise, the Board may elect from amongst the Directors a Chairman and a vice-chairman. The vice-chairman will replace the Chairman in the event of the Chairman’s absence or where the Chairman is unable to act, such as conflict of interest at a specific meeting. The Board of Directors may appoint from amongst its members one or more managing directors of the Company and determine its tasks and remuneration, and such managing director may not be an executive officer or a general manager of another company.
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 parties.
The Chairman may delegate to any other member of the Board or the CEO, some of the authorities conferred upon him, provided that such delegation is within the limits detailed in the authority matrix as approved by the Board.
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 determine its authorities.
Each member of the Board, including the Chairman, whether appointed by the Authority or elected by the General Assembly, shall fulfil standards determined by the nomination and remuneration committee.
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 deputy-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.
The Chairman and the majority of Board members shall be UAE nationals. In case such percentage of UAE nationals' members becomes less than the limit required as per this article, the shortage shall be remedied within three months, otherwise all Board decisions taken after such period shall be void.
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.
If the office of a member of the Board becomes vacant, the Board of Directors, may, subject to the provisions of clause (1) of this article and article (145) of the Commercial Companies Law, appoint 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 to appoint another member. The new member shall complete the term of its predecessor.
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.
In case the majority of elected Board positions become vacant, the remaining members shall call for the General Assembly to convene within (30) thirty days of the last vacancy date, to elect members to fill vacant positions, provided that the elected members remain in such position until the expiry of the tenure of their predecessors.
In case the Board tenure expires as per these Articles, the said Board whose term has expired shall remain in office and shall continue to carry out its duties until the appointment of a new Board.

ARTICLE 14 — BOARD COMMITTEES FORMATION

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 some of its authorities to the formed committee(s) or entrust the formed committee(s) to oversee 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.
The Board shall form a "nomination and remuneration committee", and an "audit committee", in addition to any other committee the Board elects to form to assist in performing the Board's duties, or as required by applicable laws and regulations. Each committee shall carry out its duties according to its constitution decision issued by the Board and the committee's own charter as approved by the Board.
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 committee shall also determine 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.

ARTICLE 15 — BOARD MEETINGS

The Board shall hold a minimum of (6) six 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 agree upon. The Board meetings can be held through audio or video conferencing facilities.
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 half of the number of Board members.
A Director shall be considered present if he attends via any means approved by the Chairman.
Resolutions of the Board and its committees will be adopted by majority of the votes of the members present and represented. In case of a tie, the meeting Chairman shall have the casting vote. The Board may issue resolutions by circulation in accordance with the conditions and procedures issued by the Board.
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 of the Directors or Committee members, shall be recorded by the secretary of the Board or the committee in the minutes of such meetings. All present Directors 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.
Without prejudice to the minimum number of Board meetings mentioned in clause (1) of this Article, the Board may issue some of its resolutions by circulation in case of urgency. Such decisions shall be considered valid only if they are signed by majority of the Board members.
Subject to the provisions of these Articles, the Board shall consider all matters related to the Company. The Board may not consider the issues not listed in the agenda unless it is approved by majority of the attending Directors.
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 related to such transaction or concerned matter. Should a member fail to notify the Board pursuant to this clause, 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.

ARTICLE 16 — Cases of Membership Termination

If a Director is absent for (3) three successive meetings or (5) five non-consecutive meetings during the term of the Board, without any reasonable excuse, acceptable by the Chairman, such Director shall be deemed to have resigned as a Director.
The membership of any member of the Board shall be deemed terminated in 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 crime that contravenes honour or integrity. c. If declared bankrupt or ceases to pay their outstanding debts, even if the same has not resulted in the announcement of their bankruptcy. d. In case of resignation through a written notice directed to Company. e. In case their membership proves to be contrary to the provisions of these Articles of Association, or any of the laws and regulations in effect. f. In case of dismissal or replacement in accordance to the provisions of these Articles.

ARTICLE 17 — LIABILITY OF BOARD MEMBERS

Save for any liabilities of the Company arising from any acts of fraud, negligence, mismanagement or misuse of powers conferred to them or violation of these Articles or the prevailing laws in the State, the Chairman and Directors, shall not be personally liable or responsible for the liabilities of the Company as a result of the performance of their duties in good faith and for the benefit of the Company in accordance with these Articles.
The Company shall be bound by the acts performed by the Board of Directors within the limits of their powers in accordance with these Articles.
The Directors shall be liable towards the Company, the shareholders and third parties if they commit any fraud or misuse the powers granted to them and any violation of the Decree Law or the Articles of Association. The Directors shall also be responsible for any error or mismanagement, even if such error or mismanagement result from a unanimous decision of the Board. However, the Directors who objected to the decision shall not be liable provided that they have registered their objection in the minutes of the meeting. A Director who was absent from the meeting in which the decision was issued shall not be relieved from liability unless it can be proven that he/she had no knowledge of the decision or that he/she knew about the decision but had not been able to object to it.

ARTICLE 18 — POWERS OF THE BOARD

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 authorities shall not be limited except as provided by these Articles of Association or a Special Resolution as powers of the General Assembly or the Authority. The Board has the right to assume and carry out all necessary authorities, including without limitation: a. Take all decisions and perform all deeds and acts on behalf of the Company as required to achieve 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 before any court or tribunal in 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. e. To discharge the Company's debtors from their liabilities, enter into amicable conciliation, and agree on arbitration.
The Board must obtain a Special Resolution 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 petroleum or natural gas stations and infrastructure related to production, manufacturing, transporting, storing, distributing and selling petroleum, natural gas, or any related products. However, the development, expansion or construction of new substations or facilities or procurement of similar equipment relating to existing facilities shall not be considered as a new investment. c. For all investments outside the normal course of operations, including investments in new projects outside the petroleum, natural gas, its derivatives and services, even if such opportunities are considered by the Board to be connected with or ancillary to any of the Company's activities. d. For any investment that deviates from the Company's activities, as set out in these Articles.
The Board of Directors must seek the Authority's consent prior to engaging in any commercial activity outside the State, except for procurement of supplies or materials that are necessary to maintain or upgrade existing projects, services and facilities.
The Board of Directors is not permitted to change the nature of Company's business activities and its objectives, especially where that change is contradictory to the activities stipulated in the Decree Law. Any amendment to the activities of the Company will require a Special Resolution and the written approval of the Authority.
Subject to obtaining the prior written approval of the Authority, 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.
The Chairman, 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 transaction, including but not limited to any financial contracts, supply and purchase agreements, and instructions to banks or financial institutions.
Subject to obtaining the prior approval of the Authority, the Board of Directors shall have the right to appoint and to terminate the services of the CEO, and to determine all related terms of the appointment, including compensation and benefits.
Subject to obtaining the prior approval of the Authority, the Board may appoint or terminate services of any managing director of the Company, provided that he shall not be the CEO or general manager of another company.

ARTICLE 19 — CEO

The executive management of the Company shall be undertaken by the CEO who shall carry out the necessary authorities on behalf of the Company, and conduct all the business affairs and actions required to achieve the Company's objectives. The authorities entrusted to the CEO shall not be limited save as required by the Articles of Association or by a resolution of the Board.
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 budgets and 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 set out in the delegation of authority approved by the Board. 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 the auditors of the Company. k. Any other duties assigned by the Board.

ARTICLE 20 — REMUNERATION OF THE BOARD

The General Assembly shall decide on the remuneration of the Chairman and Board members on annual basis, after obtaining the Authority's approval. The Board may also suggest the amendment of the remuneration or any additional remuneration to its members (including different remuneration for its independent industry expert) after obtaining the approval of the Authority.
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 and 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 any of the Board committees.
Any fines charged to the Company due to the violation of any provision of the law or the Articles of Association of the Company by the Board members during the previous financial year shall be deducted from the members' remuneration. The General Assembly may elect not to deduct the fines if it considers that such fine were levied for reasons other than a default or error of the Board.
The Board shall develop the necessary mechanism to avoid any conflict of interest and ensure disclosure in accordance with the provisions of clause (15.8) of these Articles.

ARTICLE 21 — CIVIL LIABILITY

No decision passed by the General Assembly to absolve the Board from liability shall result in extinguishing any civil liability lawsuit against members of the Board due to the errors committed by them when exercising 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 time-barred upon the expiry of one year from the date of such meeting. However, if the act ascribed to the members of the Board constitutes a criminal act, the lawsuit shall not lapse except by the lapse of the public case.

CHAPTER FIVE — GENERAL ASSEMBLY

ARTICLE 22 — GENERAL ASSEMBLY

As long as all shares of the Company are owned by the Authority, the Authority shall exercise all the powers, duties and responsibilities of the General Assembly stipulated in these Articles and the Commercial Companies Law.
As long as the Authority exercises the duties and responsibilities of the General Assembly, the provisions of the Commercial Companies Law relating to convening the General Assembly and the quorum necessary for its meetings and passing its decisions, shall not apply to the Company.
If all or some of the Company's shares are offered in a public or private offering which subsequently results in the existence of multiple shareholders, the General Assembly shall consist of all the shareholders in the Company.

ARTICLE 23 — ANNUAL GENERAL ASSEMBLY MEETING

The General Assembly shall be convened under an invitation by the Board at least once every year, within four months following the end of the financial year, at such time and place as determined in the invitation.
The Board may invite the General Assembly to convene as the Board may deem fit.
The annual General Assembly shall convene to discuss and review the report of the Board on the Company's activities, its financial position during the year, to receive, discuss and review the auditor's report, to approve the Company's financial statements, to appoint the Company's auditor, determine the auditor's fees and to release the Directors and the auditor from liability or to issue legal action against them as the case may be, and to decide any other matters which these Articles of Association require the General Assembly to decide on.

ARTICLE 24 — RESOLUTIONS OF THE GENERAL ASSEMBLY

Resolutions of the General Assembly adopted in accordance with these Articles of Association shall be binding on the Company.

Notwithstanding anything to the contrary in these Articles of Association, a resolution in writing approved and assigned (by wet signature or electronically) by the Authority (in its capacity as the representative of the General Assembly pursuant to clause (22.1) of these Articles of Association) shall be as valid and effective as if it had been passed at a General Assembly duly convened.

CHAPTER SIX — COMPANY FINANCE

ARTICLE 25 — COMPANY'S FINANCIALS AND FINANCIAL YEAR

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.
The financial year of the Company shall start on the first day of January and end on the last day of December, except for the first financial year, which shall commence on the date of registering the Company in the commercial register and ends on the 31st of December of the following year.
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 the auditor’s report, within four (4) months from the end of each financial year.
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 dividends policy suggested by the Board of Directors and ratified by the General Assembly.
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.

ARTICLE 26 — DIVIDENDS

(10%) Ten percent of the Company's net profit shall be deducted annually and be allocated for legal reserve formation. The General Assembly may suspend such deduction whenever the legal reserve balance reaches (50%) fifty of the Company's paid-up capital.
The legal reserve balance shall not be distributed as profits among shareholders. However, any excess above the (50%) fifty 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.

CHAPTER SEVEN — AUDITING ACCOUNTS

ARTICLE 27 — EXTERNAL AUDITOR

The Board shall nominate one or more external 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.
The General Assembly has the authority to appoint or dismiss the auditor. The auditor shall be appointed for one renewable year, provided that the auditor’s term shall not exceed six consecutive fiscal years as of the date it took over the auditing in the Company. In this case, the auditing partner in charge of the audit work shall be replaced after three fiscal years. It shall be permissible for this auditing firm to be reappointed after the passage of at least (2) two fiscal years from the expiry date of its term of appointment. The General Assembly shall determine the fees of the auditor.
The auditor may not occupy the office of Director or any technical, administrative, or executive office in the Company.

ARTICLE 28 — POWERS AND OBLIGATIONS OF AUDITOR

The auditor shall have all the authorities and bear all the obligations prescribed by the Commercial Companies Law. The auditor has 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 may resign by virtue of written notice submitted to the Board. Consequently, the auditor's mandate expires on the notice date, or any subsequent date, as mentioned in the notice.
The resigning auditor shall submit a report to the Company's secretary detailing the reasons of its resignation. The Board shall call for a General Assembly meeting to convene within ten (10) days of the auditor's resignation date to consider the reasons for the resignation and appoint a new auditor and determine its remuneration.

ARTICLE 29 — AUDITOR'S REPORT

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 all the General Assembly meetings and submit 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.

CHAPTER EIGHT — COMPANY DISSOLUTION AND LIQUIDATION

ARTICLE 30 — DISSOLUTION OF THE COMPANY

The Company may be dissolved for any of the following causes:

The expiration of the specified duration of the Company, unless it is renewed in accordance with the rules set out in these Articles.
The expiration of the objectives for which the Company was established.
The issuance of a Special Resolution to terminate the duration of the Company or to dissolve it.
Merging the Company with another company in accordance with the provisions of the Commercial Companies Law.

ARTICLE 31 — APPOINTMENT OF LIQUIDATOR

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 clause (31.1) above, the liquidator shall represent the Company before the judiciary and settle 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. The liquidator may not sell specific assets of the Company as determined by the Authority without the permission of the General Assembly.
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 those of the Authority. Any debt arising from liquidation shall be paid from the Company's funds with priority on other debts.
The liquidator shall complete 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.
The liquidation period may only be extended by a Special Resolution, 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.
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.
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.

CHAPTER NINE — FINAL PROVISIONS

Article 32 — BINDING EFFECT OF THE ARTICLES OF ASSOCIATION

These Articles of Association and the resolutions of the Board shall be binding on the Company.

The General Assembly may, if the Company ceases to be wholly owned by the Authority, issue a resolution to amend any of the provisions of these Articles of Association without the requirement to notarise such amendments before the Notary Public.

Article 33 — EXEMPTIONS

The provisions of the Commercial Companies Law shall apply to the extent they are not expressly or impliedly inconsistent with the Decree Law, the Articles of Association and any amendments.
However, more specifically, the Company shall not be subject to the following provisions of the Commercial Companies Law: from 11 to 20, 106, 107, 112, from 117 to 120, 123, 124, 128, 129, 130, 143, 171, from 173 to 240, 309. The Company shall not be subject to any rules or regulations issued by the Securities & Commodities Authority concerning the public joint stock companies listed in any of the markets operating in the State.
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 status of having more than one shareholder, without prejudice to the authorities and powers reserved to the Authority.

ARTICLE 34 — LANGUAGE

These Articles have been drafted in Arabic and English languages. In case of contradiction between the Arabic and English texts, the Arabic text shall prevail for being the original text and the English text shall be considered as a non-binding translation.

ARTICLE 35 — PUBLICATION

These Articles of Association shall be deposited and published in accordance with the applicable law.

Source: uaelegislation.gov.ae