Decree No. 45 of 1969 on the Incorporation of Qatar Flour Mills Co. (SAQ)

The Articles of Association of Qatar Flour Mills Co. (SAQ)

 

The Articles of Association of Qatar Flour Mills Co. (SAQ)

 

Chapter One:

 

The Incorporation of the Company

 

Article 1

 

A Qatari joint stock company shall be incorporated according to the provisions of the applicable law among the holders of the shares whose provisions shall be set forth hereinafter.

 

Article 2

 

The name of this Company shall be "Qatar Flour Mills Co. (SAQ)".

 

Article 3                                                                                                    

 

Company's Objects:

 

The objectives of this Company shall be:

 

1-    Importing, milling and distributing flour and wheat to bakeries and consumers in Qatar.

2-    Exporting the surplus; the Company may have an interest or in any form partner up, merge with, purchase or annex the companies which transact a similar business or may help it achieve its objective both inside and outside Qatar.

 

Article 4

 

Company's Head Office:

 

The Company's head office and legal domicile shall be located in Doha City. The board of directors may establish branches, offices, or agencies both inside and outside Qatar.

 

Article 5

 

Company's Term:

 

The term of this Company shall be twenty five years as of the date of the decree authorizing its incorporation. Each extension of the Company's term shall be approved by a resolution from the extraordinary general assembly.

 

Chapter Two

 

Article 6

                                                                                                                   

Company's Capital:

 

The Company's capital is fixed at QAR 500.000 (five million riyals) to be divided into 50.000 (fifty thousand) ordinary, registered shares at a par value of one hundred riyals per share.The founding members shall subscribe to 7600 (seven thousand and six hundred) shares. The remaining shares shall be put up for the IPO.If, after subscription closing, it turns out that the number of the shares put up is exceeded, the shares shall be distributed to the subscribers according to their subscription percentage provided that the shares to be got by a subscriber shall not be less than ten shares unless a subscriber subscribed to a lower number, in which case a subscriber shall get this number.

 

Article 7

 

A subscriber shall pay 50% of the amount of each share upon subscription. The remaining amount of each share shall be paid within a maximum period of five (5) years from the issue date of the decree authorizing the Company's incorporationat the dates and in the manner determined by the board of directors. The payment dates shall be announced at least fifteen days in advance. The amounts paid shall be registered in the share certificates. Each share where the payment of the amounts due is not duly indicated may in no way be traded in.

 

Each overdue amount shall definitely incur interest at 6% per annum in favor of the Company as of its due date.

 

The Company's board of directors shall be entitled to sell those shares on behalf of and under the responsibility of the defaulting shareholder without a need for an official notice or any legal proceedings. The certificates of the shares so sold shall be definitely cancelled. New certificates shall be delivered to the buyers instead, carrying the same numbers of the old certificates.

 

The Company's board of directors shall deduct from the sale price the principal, interest and expenses that may be required by the Company and then the possible increase shall be returned to the shareholder whose shares are sold and the difference shall be demanded from any such shareholder in case of a deficit.

 

Such execution shall not prevent the Company from using all remedies given by virtue of the general provisions of law against the defaulting shareholder at the same or any other time.

 

Article 8

 

A natural or legal person may not subscribe to more than four hundred(400) shares. Also, a person may not own at any time more than six hundred(600) shares other than by way of inheritance or bequest.

 

Article 9

 

The shares shall be nominal.

 

Article 10

 

The shares or certificates representing shares shall be extracted from a coupon book,have serial numbers, signed by two members of the board of directors and stamped with the Company's seal.

 

A share shall particularly include the date of the decree authorizing the Company's incorporation, the date of its publication in the official gazette, the capital amount, the number and characteristics of the shares into which the capital is divided, the Company's objectives, headquarters and term and the ordinary general assembly meeting date.

 

The shares shall have coupons with serial numbers including the share number.

 

Article 11

 

Shares shall be transferred by establishing the assignment in writing in a special register called the share transfer register after submitting a declaration signed by the assignee. The Company shall be entitled to request the legalization of the signature of the two parties and the establishment of their legal capacity. Despite the assignment and its establishment in the Company's register, the original subscribers and the successive assignors shall be jointly liablein conjunction with the assignees for the remaining amounts until the amount of the shares are paid up. However, the joint liability of an assignor shall be waived two years after their assignment date. Two members of the board of directors shall sign the certificates establishing the registration of the nominal shares in the transfer register.

 

Article 12

 

The Shareholders' liability shall be restricted to the amount of each share. Their liabilities may not be increased.

 

Article 13

 

The share ownership shall definitely mean the acceptance of the Company's articles of association and the general assembly's resolutions.

 

Article 14

 

Each share shall be indivisible.

 

Article 15

 

The shareholder's heirs and creditors may not, under any pretext whatsoever,request sealing the Company's books, stationary or property, nor may they request its division or sale altogether or even intervene in any way whatsoever in the Company's management. When exercising their rights, they shall depend on the Company's inventories and final accounts as well as the general assembly's resolutions.

 

Article 16

 

Each share shall entitle its holder to an equalshare in the ownership of the Company's assets and dividends which shall be divided as set out hereinafter.

 

Article 17

The due dividends and other amounts payable in case of the division of the Company's assets shall be paid to the shareholder. So long as the shares are nominal, payment shall be made to the last shareholderto be registered in the Company's register. Only this shareholder shall be entitled to receive the due amounts for the shares, be they dividends or a share in the Company's assets.

 

Article 18:

 

Subject to the provisions of Articles 42, 43 44 and 45 of the law regulating the joint stock companies, the Company's capital may be increased by issuing new shares at the same par value as the original shares. Similarly, the capital may be decreased.

 

New shares may not be issued at less than their par value. If they are issued at a higher value, the difference shall be added to the legal reserve or the share depreciation. The capital may be increased by virtue of a resolution from the ordinary general assembly. It may be decreased by virtue of a resolution from the extraordinary general assembly.

 

Chapter Three:

 

Company's Management

 

Article 19

 

The Company shall be managed by a board of directors consisting of nine members to be appointed by the general assembly by secret ballot. As an exception to the abovementioned appointment method, the nine founding member shall be appointed as members of the first board of directors, namely:

 

1

Sheikh Jaber bin Muhammad bin Jaber Al Thani

2

Mr. Ebrahim Mohamed KassemFakhro

3

Sheikh Ahmad bin Abdullah Al Thani

4

Mr. Ahmad SulaimanHaider

5

Mr. Hussein Kamal

6

Mr. Omar Al Mana

7

Sheikh Mohamed bin Jaber Al Thani

8

Mr. Mohamed SaedNasrallah

9

Mr. Mohamed bin Rashid Al Khater

 

 

Article 20

 

A member of the board of directors shall hold a number of the Company's shares whose par value is equivalent to forty thousand riyals (QAR 40000). Such an amount of shares shall be allocated to ensure the member's management. Such an amount shall be deposited within a month from the appointment date at Qatar National Bank. It shall continue to be deposited and untradeable until such membership expires and the balance sheet of the last fiscal year in which a shareholder served as a member of the board of directors is approved. If a member does not offer any such guarantee as set forth above, their membership shall be invalidated.

 

Article 21

 

The members of the board of directors shall be appointed for three years. 

 

At the end of this term, the board shall be entirely renewed. Subsequently, one third of the members shall be renewed each year. The first two thirds shall be appointed by voting, and then members shall be renewed by seniority. If the number of the members of the board of directors is not divisibleinto three, the remaining number shall be integrated into the members covered by the last renewal. The members whose membership expires may always be reelected.

 

Article 22

 

The board of directors shall be entitled to include new members wherever it so decides. However, the number of the members so included shall not be more than one half of the active members at the time of the meeting of the last general assembly and the members of the board of directors shall in no way be more than nine members.

 

The board may also appoint members at the positions which become vacant during the year. It shall make such appointment if the number of its members becomes less than five members.

 

The members appointed as set out in the above paragraphs shall begin work forthwith provided that the general assembly approves their appointment in its first meeting after their appointment.

 

Article 23

 

The board shall appoint a chairperson out of its members. In case of the absence of the chairperson, the board shall appoint a member to act as a chairpersonon a temporary basis. The founders hereby agree that Sheikh Jaber bin Muhammad Al Thanishall be the chairperson of the first board of directors.

 

Article 24

 

The board of directors may appoint out of its membersone or more managing directors whose competences and remunerations shall be determined by the board.

 

Article 25

 

The board of directors shall meet at the Company's head office wherever its interest so requires at the invitation of the chairperson or the request of another member of the board of directors.

 

The board of directors shall meet at least four times per fiscal year. A period of four months may not elapse without holding a meeting of the board.

 

The board may also meet outside the Company's head office provided that all of its members attend or are represented to the meeting and this meeting takes place in Qatar.

 

Article 26

 

The board meeting shall be valid only if it is attended by half the number of members, provided that the number of the attendance shall not be less than three members.

 

Article 27

 

A member of the board of directors may, when necessary, delegate a colleague to represent them to the board, in which case such a member shall have two votes. A member of the board of directors may not represent more than one member.

 

The votes of the represented members may not exceed one third of the votes of the members.

 

Article 28

 

The resolutions of the board of directors shall be passed by the majority of the votes of the attending and represented members. In case of a tie, the chairperson or the deputy chairpersonshall have the casting vote.

 

Article 29

 

The board of directors shall have an absolute power to manage the Company save as explicitly reserved by the Company's articles of association for the general assembly. Without the limitation of such a power, the board may make all dispositions.

 

Article 30

 

The chairperson of the board of directors shall represent the Company before the court, be it a plaintiff or defendant.

 

Article 31

 

The right to sign severally on the Company's behalf shall be due to the chairperson of the board of directors, the managing directors and each member delegated for this purpose by the board of directors.

 

The board of directors shall be entitled to appoint several directors as authorized representatives and give them the right to sign on the Company's behalf either severally or jointly.

 

Article 32

 

The remuneration of the board of directors shall consist of the percentage provided for under Article 45 of the articles of association and the attendance allowance whose amount is determined by the general assembly each year.

 

Chapter Four

 

General Assembly

Article 33

 

The general assembly duly created shall represent all shareholders and may not meet except in Doha.

 

Article 34

 

Each shareholder holding ten shares shall be entitled to attend the shareholders' general assembly either in person or by proxy.

 

To be valid, proxy shall be established by a special power of attorney which shall be official or have legalized signatures if the representative is not a shareholder.

 

A shareholder other than legal persons shall not have as a principal or attorney a number of votes more than 49% of the number of the registered votes of the shares of the attendance.

 

Article 35

 

The shareholders wishing to attend the general assembly shall evidence that they deposited the value of their shares at the Company's head office or a Qatari bank designated in the convocation notice at least three (3) days before the assembly meeting. No transfer of the nominal shares may be registered in the Company's register from the convocation notice publication date to the adjournment of the general assembly.

 

Article 36

 

The general assembly shall be presided over by the chairperson of the board of directors. In the absence of the chairperson, the assembly shall be presided over by a member of the board of directors who shall act on the chairperson's behalf on a temporary basis. The chairperson shall appoint one secretary and two auditors to count votes provided that the general assembly shall approve their appointment.

 

Article 37

 

The ordinary general assembly shall be held each year within the six months following the end of the fiscal year of the Company at the place, day, time specified in the convocation notice.

 

It shall meet especially to hear the board's report about the Company's activity andfinancial position as well as the auditor's report; when necessary, approve the fiscal year budget and the profit and loss account;specify the dividends to be distributed to the shareholders; elect and specify the remuneration of the auditor; if necessary, elect the members of the board of directors; discuss the proposals relating to the capital increase, borrowing and mortgage and any other proposals to be included by the board of directors in the agenda for a resolution.

 

Article 38

 

The board of directors may hold the general assembly whenever it so resolves. The board shall hold the general assembly wherever it is required to do for a certain purpose by the auditor or the shareholders holding at least one tenth of the capital. In the latter case, those shareholders shall, before sending any notice, evidence that they deposited the value of their shares at the Company's head office or a certified Qatari bank so that they may not withdraw the same except after the adjournment of the general assembly.

 

Copies of those documents shall be sent to the Minister of Finance at the same time they are sent to the shareholders.

                                                                                       

Article 39

 

When necessary, the auditor may convoke the general assembly, in which case the auditor shall draw up the agenda. A copy of this agenda shall be sent at the same time it is sent to the shareholders.

 

Article 40

 

The general assembly meeting shall be valid only if at least half the Company's capital is represented.

 

If this quorum is not reached in the first meeting, the general assembly shall be held based on another convocation notice during the next thirty days. The second meeting shall be valid no matter how small the number of shares represented therein may be.

 

The resolutions shall be passed by the majority of votes. In case of a tie, the chairperson shall have the casting vote.

 

Article 41

 

The general assembly may not deliberate on any issues other than those included in the agenda set out in the convocation notice.

 

Article 42

 

The general assembly resolutions passed according to the Company's articles of association shall be binding on all shareholders including the absent, disagreeing and incompetent ones.

 

Chapter Five

 

Auditor

 

Article 43

 

The Company shall have one or more auditors from the natural persons who shall be appointed and have their fees estimated by the general assembly.

 

Except forthe foregoing, the founders hereby appoint Mr. Ezzat Abdul-Sami as a senior auditor of the Company.

 

The auditor shall be responsible for the correctness of the data included in the auditor's report in their capacity as the attorney of the shareholders. During the general assembly meeting, each shareholder shall discuss the auditor's report and ask for explanation.

 

Chapter Six

 

Company's Fiscal Year, Inventory, Final Account, Capital Reserve, and Dividend Distribution

 

Article 44

 

The Company's fiscal year shall begin on the first of January and end on the thirty first of December each year. However, the first year shall include the period from the Company's incorporation date until 31 December of the next year.

 

Article 45

 

For each fiscal year, on a date allowing the convocation of the shareholders' general assembly, within a maximum period of six months from the end date of the fiscal year,the board of directors shall draw up the Company's balance sheet and profit and loss account including all data specified by the Minister of Finance's decision.

 

The board shall also draw up a report about the Company's activity throughout the fiscal year and financial position at the end of the same year.

 

Article 46

 

The Company's annual net profits shall be distributed less all general expenses and the other costs as follows:

 

1-    An amount equivalent to 20% of the profits shall be deducted to build the statutory reserve. Such deduction shall cease to exist whenever the total reserve amounts to 50% of the Company's paid-up capital. Whenever the reserve decreases, deduction shall be resumed.

 

The Company's articles of association may provide for other types of reserves.

 

2-    The amount required for the distribution of a first dividend at least estimatedat 5% to the shareholders shall be deducted for the paid amount of the value of their shares.

 

However, if the profits of one year do not allow the distribution of this dividend, it may not be claimed from the profits of the next years.

 

3-    A maximum of 10%of the remaining amount shall be allocated to the remuneration of the board of directors.

 

The surplus dividends shall be distributed to the shareholders as an additional dividend, carried forward at the suggestion of the board of directors to the next year or allocated to the accumulation ofan extraordinary capital reserve or depreciation fund.

 

Article 47

 

The capital reserve shall be used subject to a resolution from the board of directors in the Company's best interests.

 

Article 48

 

The dividends shall be paid to the shareholders at the place and times to be specified by the board of directors.

 

Chapter Seven

 

Disputes

 

Article 49

 

Without prejudice to the legally established rights of the shareholders, no litigation affecting the public and joint interest of the Company may be engaged in against the board of directors or one or more of its members except in the name of all shareholders and by virtue of a resolution from the general assembly.

 

Each shareholder wishing to engage in any such litigation shall notify the board of directors at least one month before the next general assembly meeting. The board shall include this proposal in the assembly's agenda. If the general assembly rejects this proposal, no shareholder may bring it forward once again in their own name. However, if it is accepted, the general assembly shall appoint one or more representatives to pursue the lawsuit.

 

Chapter Eight

 

The Company's Dissolution & Liquidation

 

Article 50

 

In case of the loss of one half of the capital, the Company shall be prematurely dissolved prior to the expiry of its term unless otherwise resolved by the extraordinary general assembly.

 

Article 51

 

In case of the expiry of the term or the premature dissolution of the Company, the general assembly shall, at the request of the board of directors, specify the liquidation method, appoint one or more liquidators and specify their powers.

 

The mandate of the board of directors shall come to an end upon the appointment of liquidators.

 

However, the general assembly's powers shall last throughout the liquidation period until the discharge of the liquidators.

 

Chapter Nine

 

Final Provisions

 

Article 52

 

Those articles of association shall be published in the official gazette. The expenses and fees paid to incorporate the Company shall be deducted from the general expenses account.

 

Signatures

 

Name

Signature

Address

1-    Sheikh Ahmad bin Abdullah Al Thani

 

P.O. 1108

2-    M/s. Ahmad SulaimanHaider& Bros

 

P.O. 10

3-    Mr. Ebrahim Mohamed KassemFakhro

 

P.O. 77

4-    Sheikh Jaber bin Muhammad bin Jaber Al Thani

 

P.O. 565

5-    M/s. Hussein Kamal & Sons

 

P.O. 451

6-    Sheikh Khalifa bin Jassim bin Fahd Al Thani

 

P.O. 295

7-    M/s. Saleh Al Hamad Al Mana& Bros Co

 

P.O. 991

8-    M/s. Ali bin Khalifa Al Hatmi& Bros

 

P.O. 119

9-    Mr. Ali Akbar Ansari

 

P.O. 900

10-                       M/s. Abd Al Reda& Ismail Lari

 

P.O. 64

11-                       Sheikh Mohamed bin Jaber Al Thani

 

P.O. 295

12-                       M/s. Mohamed & Ahmed Al Zaman

 

P.O. 50

13-                       Mr. Mohamed bin Rashid Al Khater

 

P.O. 347

14-                       Mr. Mohamed Rafi Abd Al Rahman EmadDehai

 

P.O. 4

15-                       Mr. Mohamed SaedNasrallah

 

P.O. 118

16-                       Mr. Mohamed Fahd Buzwair

 

P.O. 443

17-                       Sheikh Mubarak bin Khalifa bin Abdullah Al Thani

 

P.O. 132

18-                       M/s. Marzooq Al Shamlan& Sons W.L.L.

 

P.O. 116

19-                       Mr. Ahmed Khalil Al Baker

 

P.O. 9