Proposed amendments of the Bylaw before and after the amendment
Article before amendment Article After amendment Clause 9: Preferred Shares
1) The Extraordinary General Assembly may – in accordance with the rules set forth by Capital Market Authority – issue preferred shares, decide to purchase them, convert preferred shares into ordinary shares or convert the preferred shares into ordinary shares. Preferred shares shall have no voting rights at the Shareholder General Assemblies. Such shares will entitle their holders to receive a higher percentage of the Company’s net profits than ordinary shares holders after the allocation of statutory reserve.
2) The approval of preferred shares holders shall be obtained in their own assembly, if the Extraordinary General Assembly resolution was related to converting the preferred shares into ordinary shares or modifying any of the preferred shares holders’ rights.
3) If the resolution of the General Assembly will modify the rights of preferred shares holders including the company liquidations, converting preferred shares to ordinary shares or converting ordinary shares to preferred shares, the resolution shall only come into force, only if it was ratified by whoever is entitled to vote from preferred shares holders in their assembly.
4) If the company failed to pay the percentages specified for the preferred shares’ holders from the company net profits after the allocation of statutory reserve for the period of three consecutive years, then the Assembly of these shares’
holder– convened in accordance with Clause (89) of Companies Law – may decide their attendance of the Company General Assembly meetings and participate in voting or appoint
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representatives for them in line with the value of their shares in the capital and that until the company is able to pay the profits allocated for the holders of these shares for those years, whereas every preferred share shall have a single vote in the general assembly meeting and the holder of preferred share is entitled – in such case – to vote on all items of the General Assembly agenda without an exception.
Clause (14): The Company Repurchasing Its Shares, Selling and Mortgaging Them:
Point (1)
1) The company many purchase its ordinary and preferred shares with the approval of the Extraordinary General Assembly in accordance with the controls set forth by the Capital Market Authority in this regard and the shares purchased in the company do not have votes in the shareholders’
assemblies.
Clause (14): The Company Repurchasing Its Shares, Selling and Mortgaging Them:
Point (1)
1) The company may purchases its ordinary shares with the approval of the Extraordinary General Assembly in accordance with the controls set forth by the Capital Market Authority in this regard and the shares purchased in the company do not have votes in the shareholders’
assemblies.
Clause (24) Quorum of Meetings and Decisions:
A board meeting is not valid unless it is attended by at least four members, including the Chairperson or whomever he delegates. In the event that a board member delegates another member to attend the board meetings, the delegation must be in accordance with the following controls:
(A) A member of the board of directors may not represent more than one member in attending the same meeting;
(B) The delegation must be approved and given in writing;
(C) It is not permissible for the assignee to vote on the decisions that the regulations prohibit the assignee to vote on.
The decisions of the board shall be issued by the absolute majority of the votes of the members of the board present or represented at the meeting and when opinions are equal, the side with which the chairperson voted shall
Clause (24) Quorum of Meetings and Decisions:
A board meeting is not valid unlessًًit is attended byًًat least four members , including the Chairperson or whomever he delegates. In the event that a board member delegates another member to attend the board meetings, the delegation must be in accordance with the following controls:
(D) A member of the board of directors may not represent more than one member in attending the same meeting;
(E) The delegation must be approved and given in writing;
(F) It is not permissible for the assignee to vote on the decisions that the regulations prohibit the assignee to vote on.
The decisions of the board shall be issued by the simple majority of the votes of the members of the board present or represented (authenticity or on behalf of) at the meeting
prevail. A written decision (by circulation) may be issued, signed by all members of the Board of Directors (whether in one document or equivalent separate documents), and these decisions shall be considered as a decision issued by the meeting of the Board of Directors. The board meeting can also be held over the phone or by means of a remote (visual) meeting, provided that the board members are able to listen and talk to each other. The board of directors may also issue decisions on urgent matters by presenting them to the members separately unless one of the members requests, in writing, the board meeting for deliberation.
and in case of a draw, the side with which the chairperson voted shall prevail. A written decision (by circulation) may be issued, signed by all members of the Board of Directors (whether in one document or equivalent separate documents), and these decisions shall be considered as a decision issued by the meeting of the Board of Directors. The board meeting can also be held over the phone or by means of a remote (visual) meeting, provided that the board members are able to listen and talk to each other. The board of directors may also issue decisions on urgent matters by presenting them to all members separately by circulation unless one of the members requests, in writing, the board meeting for deliberation. Those decisions shall be issued by the majority of the votes of the members of the Board, and these resolutions shall be presented to the Board in the upcoming meeting to be recorded in the minutes of the meeting.
Clause (49) Distribution of Dividend to Holders of Preferred Shares:
If profits are not distributed for any financial year, it is not permissible to distribute profits for the following years except after paying the percentage specified in accordance with the provision Clause (114) of the Companies Law for holders of preferred shares for this year.
If the company fails to pay the specified percentage in accordance with the provisions of Clause114 of the Companies Law of the profits for a period of three consecutive years, then the special assembly of holders of these shares may, in accordance with the provisions of Clause (89) of the Companies Law, decide whether they attend meetings of The general assembly of the company and participate in voting, or appoint their representatives in the board of directors in proportion to the value of their shares in the capital. This is until the company is able to pay all the priority dividends allocated to the holders of these shares for previous years.
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