The name of the Company will be "Middle East Specialized Cables (MESC)", a Saudi community. The duration of the Company shall be ninety (90) years commencing on the date of registration in the Trade Register. The Company's period can always be extended by a decision of the Extraordinary General Meeting taken at least one year before the expiry of the term of the Company.
The Company will recover what is owed to it from the sale proceeds and repay the balance to the Shareholder. If the sale proceeds are insufficient to cover the Company's contributions, the Company may recover the full amount due from the Shareholders' assets. If this is done, the Company will cancel the share sold under this Agreement and issue to the purchaser a new share with the same number as the canceled share, an entry of which will be made in the Shareholders Register.
The respective share certificates must be noted stating their type, the date of the company's incorporation and the period during which each such certificate may not be transferred. Shareholders shall not have pre-emptive rights to subscribe for the aforementioned shares issued to the company's employees. The extraordinary general meeting can reduce the Company's capital if it proves to be in excess of the Company's needs, or if the Company.
In addition, such a decision is issued only after examining the auditor's report on the reasons that require such a reduction, the obligations that the company must fulfill and the effect of the reduction on these obligations.
BOARD OF DIRECTORS
Membership of the Board of Directors shall be terminated upon the expiration of the appointment period. However, the Ordinary General Assembly may dismiss all or some of the Board Directors without prejudice to the dismissed Director's right to compensation if dismissal was due to groundless reasons or was made in an inappropriate time. In case the number of the members of the Board of Directors falls below the quorum required for the proper.
Without prejudice to the powers vested in the General Meeting, the Board of Directors shall have full power to manage the affairs of the Company, supervise its affairs and properties, dispose of its affairs and determine its general policy to achieve its objectives. . Remuneration for the board members must be in accordance with § 48-5 of the company's articles of association within the framework of the provisions of the Companies Act and supplementary rules thereto. The report that the board submits to the ordinary general meeting must contain a statement of all payments.
The Vice-Chairman shall, in the absence of the Board Chairman, chair meetings of the Board. Besides, the Board Chairman, or in his absence, the Vice-Chairman, shall supervise the Company affairs, its administrative bodies, and shall carry out any and all duties assigned to him by the Board. The Board Chairman, in addition to the above powers and authorities, shall have any other powers the Board determines to him.
The Managing Director has the other powers specified by the Board of Directors and carries out the directives given to him by the Board of Directors. In addition, the general manager is responsible for the daily management of the company and reports on this to the board of directors. The Board of Directors appoints a secretary from among its members or from others and specifies his duties.
The secretary's tasks include having the board's deliberations and decisions written in minutes and registered together with other tasks assigned to him by the board. The board is convened at least four times a year following a call from the chairman. The chairman of the board calls a meeting if two (2) board members so desire.
Minutes are drawn up on the deliberations and decisions of the board of directors, which are signed by the chairman of the board of directors, the members present and the secretary. The minutes are kept in a special register, which is signed by the chairman of the committee and the secretary.
SHAREHOLDERS ASSEMBLIES
The Constituent Assembly must be competent to deal with the issues listed in Article (63) of the Companies Act. The ordinary general meeting must be convened at least once a year within 6 (six) months after the end of the company's financial year. The extraordinary general meeting can also make decisions on matters that fall under the competence of the ordinary general meeting under the same conditions as apply to the latter.
The board of directors convenes the ordinary general meeting if the auditor, the audit committee or a number of shareholders representing at least five so request. The auditor may call the ordinary general meeting to convene if the board does not convene it within 30 days after the date of the auditor's request. A copy of the notice and agenda is sent within the set deadline for publication to the ministry and the Capital Markets Agency.
A meeting of the Ordinary General Meeting is only valid if it is attended by Shareholders representing at least 25% (twenty-five percent) of the Company's capital. A meeting of the Extraordinary General Meeting is only valid if it is attended by Shareholders representing at least 50% (fifty percent) of the Company's capital. In all cases, the second meeting is considered valid if it is attended by a number of Shareholders representing at least 1/4 (one quarter) of the Company's capital.
The third meeting will be considered valid regardless of the number of shares represented in it, after receiving the consent of the Competent Authority. The resolutions of the Constituent Assembly and the Ordinary General Assembly shall be approved by an absolute majority of the shares represented therein. Decisions of the Extraordinary General Assembly are approved by a two-thirds majority vote of the shares represented at the meeting.
Every Shareholder has the right to discuss the items listed on the agenda of the general meeting and to ask questions about this to board members and the auditor in this regard. The members of the board of directors or the auditor must answer the shareholders' questions to the extent that this does not expose the company's interests to any damage. Such minutes must be recorded regularly after each meeting in a special register that must be signed by the chairman of the meeting, the secretary and the case manager.
AUDIT COMMITTEE
Article (39) – Management of the general meeting and preparation of minutes The general meeting is chaired by the chairman of the board or, in his absence, the deputy chairman or the director appointed by the board in the absence of the chairman and deputy chairman. For the general meeting, minutes must be written stating the names of the shareholders who are present in person or represented by proxy, the number of shares held by each, the number of votes attached to such shares, the resolutions adopted at the general meeting, the number of votes . consent to or abstain from such resolutions and a comprehensive summary of the discussions that took place at the meeting. The Audit Committee shall be responsible for overseeing the Company's business, and for this purpose the Committee shall have access to the Company's records and documents and shall also request any explanation or opinion from the Board of Directors or the Executive Board.
In addition, this Committee shall have the right to request the Board of Directors to call the General Assembly to convene if the Board obstructs the functions of the Committee or if the Company experiences serious losses or damages. The Audit Committee will review the Company's financial statements, reports and notes submitted by the Auditor and express its comments, if any, thereon. In addition, the Committee will prepare a report of its opinion on the adequacy of the Company's internal control system along with its duties within its competence.
The Board must file sufficient copies of such report at the Company head office at least 21 (twenty one) days before the date specified for the General Meeting.
AUDITOR
THE COMPANY’S ACCOUNTS AND DISTRIBUTION OF PROFITS
The Chairman of the Board of Directors shall provide the shareholders with the financial statements of the Company, the Board of Directors. Also, the Chairman will send copies of these documents to the Ministry and the Capital Market Authority at least 15 (fifteen) days before the date set for calling the General Assembly. 1- 10% (ten percent) of annual net profits will be set aside to form a legal reserve. This exclusion can be terminated by the Ordinary General Assembly when the said reserve reaches 30%. thirty percent) of the paid up capital of the Company.
In addition, the regular general meeting can allocate amounts from the net profit for the establishment of social institutions for the company's employees or for the support of existing social institutions. The shareholder is paid his dividend share based on the resolution of the general meeting, which must specify the date of maturity and distribution. The profit is distributed among the shareholders entered in the share book at the end of the day fixed for maturity.
It will remain so until the Company manages to pay in full the priority profits for the past years specified to the owners of these shares. The Board, within a period of fifteen days from notification thereof, shall call the Extraordinary General Assembly for a meeting within forty-five days from the date on which the Board is notified of these losses. The General Assembly shall consider whether to increase or decrease the Company's capital stock in accordance with the Law on Commercial Companies, so that the losses are reduced beyond half of the paid-up capital, or whether the Company shall be dissolved before the expiry of the specified period therefore according to the Law on commercial companies.
DISPUTES
DISSOLUTION AND WINDING UP OF THE COMPANY
GENERAL PROVISIONS