THE AMENDED ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE DECISION OF THE EXTRA-ORDINARY GENERAL ASSEMBLY DATED 8 JULY 2013 OF MESAIEED PETROCHEMICAL HOLDING COMPANY ("COMPANY") A Shareholding Company Established In Accordance with Article 68 of the Commercial Companies Law
CHAPTER ONE DEFINITIONS
1. DEFINITIONS AND INTERPRETATION
A. Definitions
1.1 In these Articles of Association, the words and phrases set forth below have the meanings assigned to them as follows:
"Affiliate" means:
(a) in relation to QP (i) the Government (so long as QP remains a Government Corporation) and any company (other than the Company) in which QP, the Government or a Government Corporation, now or hereafter owns or controls, directly or indirectly, fifty percent (50%); or more of the shareholding entitled to vote in the election of directors or, if there is no such shareholding, fifty percent (50%) or more of the equity share capital of such company, or (ii) a Government Corporation (so long as QP remains a Government Corporation); and
(b) in relation to any company not covered by sub-paragraph (a) of this definition, such company's ultimate parent corporation, if any, and any company in which such parent corporation or such company (as the case may be) now or hereafter owns or controls, directly or indirectly, fifty percent (50%); or more of the shareholding entitled to vote in the election of directors or, if there is no such shareholding, fifty percent (50%) or more of the equity share capital of such company.
"Annual General Assembly" has the meaning ascribed to it in Article 46;
"Articles" means these Articles of Association;
"Auditors" means the auditors of the Company duly appointed from time to time;
"Authorities" means, together, the Ministry and the QFMA;
"Board" means the Board of Directors of the Company duly appointed in accordance with these Articles;
"Chairman" has the meaning ascribed to it in Article 40;
"Company Secretary" has the meaning ascribed to it in Article 43;
"Control" means the ability of a person to ensure that the activities and business of another are conducted in accordance with the wishes of that person and, in relation to a body corporate, a person shall be deemed to have "Control" of a body corporate if that person possesses or is entitled to acquire the majority of the issued share capital or the voting rights in that body corporate or the right to receive the majority of the income of that body corporate on any distribution by it of all of its income or the majority of its assets on a winding up and (for the avoidance of doubt) the legal guardian of a natural person (i) under the age of eighteen (18) years or (ii) over the age of 18 and required to remain under a legal guardianship arrangement shall, in each case, not be deemed to have "Control" of that natural person and the term "Controlling" shall be construed accordingly;
"Controlled Affiliate" means:
(a) in relation to QP, any company (other than the Company) (i) in which QP now or hereafter owns or controls, directly or indirectly ten percent (10%) or more of the shareholding entitled to vote in the election of directors or, if there is no such shareholding, ten percent (10%) or more of the equity share capital of such company or (ii) that is otherwise Controlled by QP; and
(b) in relation to any company not covered by sub-paragraph (a) of this definition, any other company (i) in which the first company now or hereafter owns or controls, directly or indirectly, ten percent (10%); or more of the shareholding entitled to vote in the election of directors or, if there is no such shareholding, ten percent (10%) or more of the equity share capital of such other company or (ii) that otherwise Controlled by the first company;
"Deputy Chairman" has the meaning ascribed to it in Article 40;
"Director" means a member of the Board duly appointed in accordance with these Articles;
"Financial Year" has the meaning given to it in Article 58;
"General Assembly" means a meeting of the Shareholders convened in accordance with these Articles as an Annual General Assembly or as an Extraordinary General Assembly and the body corporate constituted by the Shareholders when so meeting;
"Government" means the government of the State of Qatar and any political subdivision thereof and any government authority, tribunal or person having apparent authority to act for the government of the State of Qatar or exercising jurisdiction over persons or property in any part of the State of Qatar;
"Government Corporation" means any company established pursuant to the provisions of any decree, enactment, resolution, rule or regulation that is operated by or subject to the control of or direction by the Government, and any other company which is an Affiliate of the Government;
"Independent Director" has the meaning ascribed to it in Article 22;
"Law" has the meaning ascribed to it in Article 2;
"Listing Rules" has the meaning ascribed to it in Article 12:
"Loyalty Scheme Arrangement" has the meaning ascribed to it in Article 9.2;
"Managing Director" has the meaning ascribed to it in Article 42;
"Ministry" means the Ministry of Business and Trade or such other Government entity as is authorised from time to time to administer the Law;
"Ordinary Shares" has the meaning ascribed to it in Article 9;
"Qatar Foundation" means the Qatar Foundation for Education, Science and Community Development;
"Qatari Riyals" means the lawful currency of the State of Qatar;
"Qatari Shareholding Company" means a shareholding company as defined and incorporated pursuant to the Law;
"QFMA" means the Qatar Financial Markets Authority;
"QP" means Qatar Petroleum, a corporation organised and existing under the laws of the State of Qatar;
"Resolution" means a resolution duly passed in accordance with Articles 36 and 53 of these Articles or by a written resolution as provided in Article 34 of these Articles;
"Selected Institutions" means Qatar Foundation, the General Retirement and Social Insurance Authority and any other institutions advised by the Special Shareholder to the Company in writing;
"Shareholder" means any person whose name is listed as a shareholder in the Shareholder Register;
"Shareholders' Register" has the meaning ascribed to it in Article 18;
"Shares" means shares in the capital of the Company from time to time and shall include the Special Share and the Ordinary Shares as the context may require;
"Special Share" has the meaning ascribed to it in Article 9;
"Special Shareholder" means the person whose name is listed as the holder of the Special Share in the Shareholders' Register;
"Tag-Along Right" means the right of minority Shareholders to participate in a major sale of Shares exceeding fifty percent (50%) of the paid up share capital of the Company and to sell their Shares on the same terms and conditions; and
"Third Party" means any person who is not the Company;
1.2 Interpretation
1.2.1 Generic Terminology
In these Articles:
a "year" means a calendar year in the Gregorian calendar;
"day" means a period of twenty-four consecutive hours beginning immediately after midnight;
a "business day" means any day which is neither a Friday, Saturday nor a day when the Qatar Central Bank is closed for business;
a "company" means an incorporated limited liability company, corporation or partnership;
"including" shall be construed as including without limitation;
a "month" or "week" means a calendar month or week respectively in the Gregorian calendar; and
a "person" includes any individual, company, corporation, firm, partnership, joint venture or association, whether a body corporate or an unincorporated association of persons.
1.2.2 Number and Gender of Terms
Words importing the singular number shall include the plural and the plural the singular. Words importing any gender shall include any other gender.
1.2.3 Descriptive Headings
The descriptive headings of the Articles in these Articles of Association as well as the cover page are included for convenience of reference only and shall not be used in any way in construing or interpreting any of the provisions of these Articles.
1.2.4 References to Articles
References to an Article is to an article of these Articles unless stated to refer to any law of the State of Qatar.

CHAPTER TWO COMPANY INCORPORATION
2. FORMATION
A Qatari Shareholding Company has been established by the initial subscriber hereto pursuant to the provisions of Article 68 of the Commercial Companies Law No. 5 of 2002 (the "Law").

3. ARTICLES BINDING ON SHAREHOLDER
These Articles set out the rules and regulations applicable to the Company and its Shareholders. Each Shareholder shall be bound by these Articles and the duly adopted Resolutions of the General Assembly.

4. NAME
The name of the Company is Mesaieed Petrochemical Holding Company Q.S.C.

5. OBJECTS OF THE COMPANY
5.1. The objects of the Company are to establish, manage, own and/or hold shares, assets and interests in companies (and their subsidiaries and/or associated undertakings) engaged in all manner of processing and/or manufacturing of petrochemical products, together with any other company or undertaking which the Company deems beneficial to its business, diversification or expansion from time to time, including the following:
5.1.1. to establish, issue, own, hold, buy, sell subscribe for, transfer and allot or redeem shares, loan notes, bonds, sukuk and any interests in itself, any Affiliate and/or any company or undertaking;
5.1.2. to invest any of the Company's assets, bonds and financial instruments;
5.1.3. to participate in the management, coordination, operation and financing of the Company, any Affiliate, and/or any company or person in which it holds shares or has an interest or commitment;
5.1.4. to provide support to QP Affiliates or the Affiliates of Third Parties related to QP;
5.1.5. to own patents, commercial businesses, franchises and any other rights, and the exploitation and lease thereof to or for QP Affiliates or otherwise;
5.1.6. to own tangible and intangible moveable assets, personal and real property necessary or conducive for the furtherance of its objects;
5.1.7. to enter into contracts, agreements and arrangements with any person which the Company deems beneficial to its business or to be in furtherance of its objects;
5.1.8. to establish, acquire, undertake, manage and carry on the whole or any part of the business, property and liabilities of any person carrying on any business, which may in the opinion of the Directors be capable of being conveniently carried on or calculated directly or indirectly to enhance the value of or make profitable any of the Company's or any Affiliate's property or rights, or any property suitable for the purposes of the Company or any Affiliate;
5.1.9. to borrow, mortgage, guarantee incur liability, raise and secure the payment of money in any way the Directors think fit, including, without limitation, by the issue of debentures and other securities (including derivatives), perpetual or otherwise, charged on all or any of the Company's property (present and future) or any of its paid-up capital, and to purchase, redeem and pay off those securities;
5.1.10. to enter into Islamic finance transactions and dispose of any underlying assets for the purposes of raising finance in relation to such Islamic finance transactions;
5.1.11. to do all things that are in the opinion of the Directors incidental or conducive to the attainment of all or any of the Company's objects, or the exercise of all or any of its powers;
5.1.12. to carry on any other business or activities that are unusual to or may be carried on by companies involved in a business similar to that of the Company and/or its Affiliates; and
5.1.13. to do any other act as if a natural person.
5.2. The objects specified in this Article 5 shall be regarded as independent objects, and are not limited or restricted by reference to, or inference from, the terms of any other paragraph or the name of the Company.

6. HEAD OFFICE
The head office of the Company and its legal domicile shall be located in Doha, the State of Qatar. The Company may establish branches, offices, agencies or other representatives in the State of Qatar or abroad.

7. TERM OF THE COMPANY
The term of the Company shall be ninety nine (99) years commencing from the date of the issuance of the commercial registration by the Ministry. Any extension to the term of the Company shall be approved by a resolution passed at an Extraordinary General Assembly in accordance with these Articles.

8. INCORPORATION
8.1. The Company's incorporation costs may be paid for by the Company.
8.2. Neither the Company, its Directors nor any person appointed by QP pursuant to Article 25 shall have or bear any liability arising as a result of the Company being incorporated in a manner other than in accordance with the Law.
8.3. The initial subscriber shall use its best endeavours to procure the issuance of a decision by the Minister of Business and Trade satisfactory in form and substance ratifying the establishment of the Company as promptly as possible after the issuance of the commercial registration of the Company. Nevertheless the Company shall be deemed to have been formed and gained jurisitic personality from the time of issuance of its commercial registration from the Ministry.

CHAPTER THREE COMPANY CAPITAL
9. SHARE CAPITAL
9.1. Share Capital (Before Amendment)
The share capital of the Company is ten million (10,000,000) Qatari Riyals, divided into one (1) special share of nominal value ten (10) Qatari Riyals (the "Special Share") and nine hundred and ninety nine thousand nine hundred and ninety nine (999,999) ordinary shares each of nominal value ten (10) Qatari Riyals (the "Ordinary Shares").
9.1 Share Capital (After Amendment)
Amended in accordance with the decision of the Company’s Extraordinary General Assembly dated 8 July 2013
The share capital of the Company is twelve billion five hundred and sixty three million one hundred and seventy five thousand (12,563,175,000) Qatari Riyals, divided into one (1) special share of nominal value ten (10) Qatari Riyals (the "Special Share") and one billion two hundred and fifty six million three hundred and seventeen thousand four hundred and ninety nine (1,256,317,499) ordinary shares each of nominal value ten (10) Qatari Riyals (the "Ordinary Shares").
9.2. Subscribed Shares (Before Amendment)
As of the date hereof, QP has subscribed for the Special Share and nine hundred and ninety nine thousand nine hundred and ninety nine (999,999) Ordinary Shares, all fully paid in cash. Subject to Article 9.4, QP may transfer the Shares at any lime following the Company's incorporation. All Shares shall be fully paid upon issuance. Notwithstanding anything to the contrary contained in the provisions of these Articles, any special arrangement agreed in writing between QP or the Special Shareholder on one hand, and a Shareholder, on the other hand, for the purpose of procuring or incentivising such Shareholder to retain, for an extended period of time, the Ordinary Shares initially subscribed for by it as described in detail in the public offering prospectus used for the initial public offering of the Company's Shares ("Loyalty Scheme Arrangement"), shall be binding on the Company and its Shareholders and shall form part of these Articles. In the event that there is any discrepancy between the provisions of such Loyalty Scheme Arrangement and the provisions of these Articles, the provisions of such Loyalty Scheme Arrangement shall prevail.
9.2 Subscribed Shares (After Amendment)
Amended in accordance with the decision of the Company’s Extraordinary General Assembly dated 8 July 2013
As of the date hereof, QP has subscribed for the Special Share and nine hundred and ninety nine thousand nine hundred and ninety nine (999,999) Ordinary Shares paid in cash, in addition to one billion two hundred and fifty five million three hundred and seventeen thousand five hundred (1,255,317,500) Shares paid by shares in-kind. Subject to Article 9.4, QP may transfer the Shares at any time following the Company's incorporation. All Shares shall be fully paid upon issuance. Notwithstanding anything to the contrary contained in the provisions of these Articles, any special arrangement agreed in writing between QP or the Special Shareholder on one hand, and a Shareholder, on the other hand, for the purpose of procuring or incentivising such Shareholder to retain, for an extended period of time, the Ordinary Shares initially subscribed for by it as described in detail in the public offering prospectus used for the initial public offering of the Company's Shares ("Loyalty Scheme Arrangement"), shall be binding on the Company and its Shareholders and shall form part of these Articles. In the event that there is any discrepancy between the provisions of such Loyalty Scheme Arrangement and the provisions of these Articles, the provisions of such Loyalty Scheme Arrangement shall prevail.
9.3. Changes to Share Capital
Subject to Article 9.4, the Company's share capital, may be divided, increased, reduced and/or otherwise modified by a Resolution passed at an Extraordinary General Assembly in accordance with these Articles. Subject to Article 9.4, all or part of the issued share capital may be redeemed by a Resolution passed at an Extraordinary General Assembly in accordance with these Articles.
9.3.1. Redemption of issued share capital
The issued share capital of the Company may be redeemed by a Resolution passed at Annual General Assembly of the Company in accordance with these Articles.
9.3.2. Paid up share capital
Shares issued and paid up will constitute the paid up capital of the Company at any time.
9.4. The Special Share
9.4.1. The Special Share may not be cancelled or redeemed without the written consent of the Special Shareholder.
9.4.2. The Special Share may only be transferred by the Special Shareholder to the Government, any Government Corporation or any QP Affiliate.
9.4.3. Notwithstanding any provision in these Articles to the contrary, each of the following matters shall be deemed to be a variation of the rights attaching to the Special Share and shall accordingly be effective only with the consent in writing of the Special Shareholder:
(a) the amendment, variation or removal, or alteration of the Memorandum of Association or any of the following provisions of the Articles:
(i) Article 1, to the extent of the definitions of "Government", "Government Corporation", "QP", "Special Share" and "Special Shareholder";
(ii) this Article;
(iii) Articles 12.3, 20, 21, 22.2, 24.1 and 33;
(b) any proposal being made for the voluntary winding up or dissolution of the Company or of any subsidiary of the Company;
(c) the issue of the Shares pursuant to Article 10.2.5;
(d) the cancellation, increase, reduction, redemption, subdivision, consolidation or other change to the share capital of the Company (including the cancellation or redemption of Shares pursuant to Article 10.2.9);
(e) any proposal to merge any of the activities of the Company with those of another company or entity or the entry into any agreement or arrangement to acquire or dispose of any subsidiary or business of the Company; and
(f) any proposal that the Company amend, supplement, vary or terminate any of the provisions of (a) the memorandum and articles of association of any of Qatar Chemical Company Ltd (Q-CHEM), Qatar Chemical Company (II) Ltd (Q-CHEM II) and Qatar Vinyl Company Ltd Q.S.C; or (b) the joint venture agreement made between (1) QP and (2) Arkema S.A. and (3) Qatar Petrochemical Company Q.S.C. dated 8 January 1997 and thereafter amended pursuant to Addendum No.1 dated 21 September 1998 and Addendum No. 2 dated 14 December 1999; or (c) the joint venture agreement made between (1) QP and (2) Chevron Phillips Chemical Company LLC and (3) Chevron Phillips Chemical International Qatar Holdings LLC dated 24 June 2001 and thereafter amended by restatement pursuant to an amended and restated joint venture agreement dated 13 June 2002, amended pursuant to Amendment No. 1 dated 30 June 2003, Amendment No. 2 dated 30 December 2003, Amendment No. 3 dated 31 March 2004 and amended by restatement pursuant to an amended and restated joint venture agreement dated 14 July 2005; or (d) the joint venture agreement made between (1) Qatar Petroleum and (2) Phillips Petroleum Company and (3) Phillips Investment Company dated 16 November 1997 and thereafter amended pursuant to Amendment No. 1 dated 11 November 1998, Amendment No. 2 dated 25 August 1999, Amendment No. 3 dated 26 January 2003 and Amendment No. 4 dated 11 May 2010.
9.4.4. The Directors will exercise all power of control exercisable by the Company in relation to its Affiliates and/or subsidiaries so as to secure (so far as by such exercise they can secure) that no Affiliate or subsidiary shall take any action which (whether alone or when taken together with any other action) would involve a variation of any of the rights attached to the Special Share.
9.4.5. The Special Shareholder shall be entitled to receive notice of, and to attend and speak at, any General Assembly or any meeting of any class of Shareholders of the Company.
9.4.6. Other than as described in these Articles, the Special Share shall rank puri passu with each Ordinary Share.

10. ISSUANCE AND SALE OF SHARES
10.1. Sale of Existing Shares
10.1.1 The Company or its Shareholders may at any time offer or sell less than twenty percent (20%) and up to seventy percent (70%) of the Shares (or such greater or lesser percentage as the General Assembly may decide from time to time) to specified persons or entities or to the public (including Qatari nationals and the Selected Institutions). For the avoidance of doubt, article 76 of the Law shall not apply to the Company.
10.1.2 In the event an offering is made to the public, the Company shall deposit a public offering prospectus with the Authorities, following which, an advertisement publishing the public offer shall be published in at least two (2) Qatari daily Arabic newspapers for at least one day prior to such offer becoming open.
10.2. Increase of Capital
10.2.1 Upon the approval of the extraordinary General Assembly and subject to Article 9.4, share capital of the Company may be increased. Subject to Article 9.4, any share (or class of share) may be issued to any person or entity at a premium and with such rights and/or restrictions as the Board shall propose in accordance with these Articles.
10.2.2 In the event the increase in capital is to come from Shares offered to the public, such offer may be made for an initial period of no less than 14 days and no more than 30 days as decided by the Board. Such period may be extended as decided by the Board.
10.2.3 In the event of an increase in capital other than from Shares issued to QP while QP remains the sole Shareholder, the Board shall publish a statement in at least two (2) local daily newspapers, one (1) of which shall be an English language daily newspaper, announcing to the Shareholders their subscription rights, the opening and closing dates and the price of new shares.
10.2.4 Shares issued for cash consideration may be issued as fully or partly paid, provided that outstanding amounts on partly paid Shares must be paid up (i) as and when called by the Board; or (ii) in any event within five (5) years of its issue. Any initial instalment payable on subscription shall be no less than twenty five percent (25%) of the Company's total nominal share value issued as part of such subscription, unless otherwise decided by the Board.
10.2.5 Shares issued for non-cash consideration must be fully paid, on terms approved by the Board. While QP remains the sole
Shareholder, Shares may be issued for non-cash consideration without requiring a formal valuation of the consideration to be provided and shall not require the approval of existing Shareholders or of the General Assembly under Article 10.2.1 and for the avoidance of doubt, article 158 of the Law shall not apply to the Company. If QP ceases to be the sole Shareholder as a result of a transaction or a series of transactions which requires the Company to issue Shares for non-cash consideration, such Shares shall be first valued by an independent and appropriately qualified expert appointed by the Board. For the avoidance of doubt, article 158 of the Law shall not apply to the Company.
10.2.6 Subject to Article 9.4, the General Assembly may decide to allocate new Shares issued in accordance with this Article 10, or any part thereof, for the purpose of acquiring new assets, shares in any other companies or to distribute the same amongst the staff of the Company and/or the staff of any Affiliate.
10.2.7 The General Assembly's Resolution under Article 10.2.1 may authorise the Board to determine all the terms of a share issue including the amount of the increase and the price for issuing the shares. The General Assembly Resolution may also waive the Shareholder's priority of subscription.
10.2.8 No Shares shall be offered for subscription or issued at a value lower than their nominal value, but may be offered at such premium as is approved by the Board.
10.2.9 The General Assembly may, subject to Article 9.4, decide to reduce the Company's capital and redeem the Shares (other than the Special Share) to the Company if it is decided by the General Assembly that the Company's share capital exceeds its needs or, where a loss has incurred, in which case the General Assembly may, subject to Article 9.4, reduce the Company's share capital to the level of the actual value available.

11. LOAN INSTRUMENTS AND SUKUK
11.1. The Company may, upon the approval of the General Assembly, obtain debt finance in the form of negotiable loan notes, bonds, sukuk, securities or other instruments on any terms recommended by the Board.
11.2. Loan notes, bonds, sukuk, securities or other instruments may be offered to specific persons or entities or to the public, upon the approval of the General Assembly, and in compliance with these Articles only and at the terms determined by the General Assembly.

12. SUBSCRIPTION AND TRANSFER FORMALITIES
12.1. In addition to any relevant provisions contained in these Articles, the issue and transfer of Shares, loan notes, bonds, sukuk, securities or other instruments shall be governed by and shall comply with any mandatory regulations governing companies listed on the Qatar Exchange, and any amendments thereof and/or any other regulated stock exchange on which the Company is listed ("Listing Rules").
12.2. Any whole number of Shares may be freely transferred, sold, mortgaged, donated and disposed of in any manner and without restriction in accordance with these Articles. Transfer of Shares made other than in accordance with these Articles, including Article 20, shall be void. Dispositions of loan notes, bonds, sukuk, securities (other than Shares) and other instruments shall be made in accordance with their terms of issue.
12.3. All subscriptions for and transfers of Shares, shall be effected by an instrument of assignment in writing adhering to these Articles and in a form approved by the Board, duly signed by the transferor and the transferee and accompanied by the relevant certificate, if any, (or such form of lost certificate indemnity or such other documentation or evidence of title as is acceptable to the Board) for the Shares being transferred. Subscriptions for and transfers of loan notes, bonds, sukuk, securities (other than Shares) and other instruments shall be made in accordance with their terms of issue.
12.4. The Board may prevent the registration by the Company of Share transfers:
(i) if made in breach of these Articles;
(ii) if a transfer relates to Shares, not fully paid;
(iii) if a transfer is made to more than four (4) Joint owners; or
(iv) if Shares are mortgaged or subject to court order.
12.5. The Board may prevent the registration by the Company or person acting on its behalf of any transfer of loan notes, bonds, sukuk, securities (other than Shares) and other instruments where such registration and transfer is in breach of the terms of issue of such loan notes, bonds, sukuk, securities or other instruments.

13. RIGHTS ATTACHING TO SHARES
13.1. General
13.1.1 Shares are indivisible, but two persons or more, and up to four persons, may jointly hold one or more Share, provided they are represented before the Company by one person only. If such Shareholders do not appoint a representative (and notify the Company accordingly), the person whose name first appears in the Shareholders' Register shall be deemed such representative. Joint holders of one Share are responsible collectively and individually for the obligations arising from such ownership.
13.1.2 Each Share shall, except the Special Share, give its holder equal rights in the Company's assets and dividends as well as rights to vote on a one-share-one-vote basis. The rights of the holders of Shares (other than the Special Share) are subject to the rights of the holder of the Special Share as set out in these Articles.
13.2. Dividends
13.2.1 The Company may, by Resolution of the General Assembly, declare dividends but no dividend shall exceed the amount recommended by the Board and the Board shall not be obliged to recommend any amount of dividend in any year or years. Any such Resolution declaring a dividend shall be given effect by the Board within thirty (30) days.
13.2.2 Subject to Article 13.2.1, dividends shall be payable when the Shareholders' right to receive the payment is established. The Board may declare and pay such dividends any time during the course of any year or years as permitted under these Articles if the Board resolves that such a declaration and payment is justified based on the profits of the Company available for distribution.
13.2.3 If any Share is allotted or issued by the Company that is subject to any condition relating to the payment of dividends, such condition relating to such Share shall apply notwithstanding any other requirements under this Article 13.2 and such Share shall rank in the order and priority of dividend payments accordingly to the extent applicable.
13.2.4 Any dispute among Shareholders as to whether or not dividends shall be paid or the level of any dividend payment shall as regards the liability of the Company to the Shareholders in question, be determined by the Board. Any such determination shall be without prejudice to any rights or claims any Shareholder may have against any other Shareholder, under any other agreement or document.
13.3. Tag-Along Right
Should a Shareholder or a group of Shareholders reach an agreement to sell Shares in the Company equal to or exceeding fifty percent (50%) of the paid up share capital of the Company, such agreement shall not be enforceable unless an offer is extended to the remaining Shareholders to exercise, at such Shareholders' discretion, their Tag-Along Right.

14. LIEN OVER SHARES
The Company shall have a first lien on every Share (and all dividends attributable thereto) that is not fully paid. The Board may sell Shares subject to such first lien to enforce such lien if the due date for payment of relevant subscription amounts has arrived and payment is not made within thirty (30) days after the service of a written payment demand notice having been sent to the relevant Shareholder (or its registered nominee) by registered post. The Company shall apply the sale proceeds to fund overdue amounts (and expenses) and shall pay any remaining amount to the relevant Shareholder.

15. LIABILITY OF SHAREHOLDERS
Shareholders shall only be liable for unpaid subscription amounts (up to the nominal value of each Share held by them) and their liability shall not be increased. Shareholders shall have no further liability for the debts and obligations of the Company.

16. SHARE CERTIFICATES/ CONSTITUTIONAL DOCUMENTS
16.1. Subject to Article 16.4, every person whose name is entered as a shareholder in the Shareholders' Register shall be entitled, upon written request and without payment, to receive a certificate for his Shares. Each certificate shall be issued under seal (either affixed or printed) and shall specify the class and number of Shares to which it relates, the number and date of the approval authorising the establishment of the Company, the amount of the total issued share capital of the Company and number of Shares into which such share capital is divided, and the address and the term of the Company. Subject hereto, the Board may make such rules regarding form and may issue such certificates (and any replacements thereof) or resolve not issue any certificates and to rely solely on the entries of the Shareholders' Register as it considers appropriate.
16.2. Each Shareholder is entitled, upon a single written request, to receive a copy of the Articles, which shall further be made available to concerned Third Parties at the discretion of the Board and upon payment of a reasonable fee as decided by the Board.
16.3. Prior to entry as a Shareholder on the Shareholders' Register (including where Shares are not fully paid or where Share certificates are not issued upon subscription or transfer of Shares), the Company may for an appropriate interim period, issue to any person who has subscribed for Shares and paid for them in full, such interim documentation relating to that person's interest in any Share, as the Board deems appropriate.
16.4. In the event that the Shares become listed on the Qatar Exchange or a regulated stock exchange, the Shareholders' Register will be maintained in accordance with the rules and regulations of such stock exchange.

17. RECOGNITION OF TRUSTS
The Company shall not be bound by any agreement to recognise a person as holding a Share (or any interest in a Share) unless such person is the registered Shareholder of such Share. The Company may recognise any such interest or right at the discretion of the Board, in accordance with these Articles.

18. REGISTER OF SHAREHOLDERS
18.1. The Company shall keep a register of Shareholders ("Shareholders' Register") in which entries shall be made showing the name, nationality and place of residence of each Shareholder, the number of Share he holds, his Share serial numbers, the amount paid for each Share and the date of registration of such Shareholder and the date of removal of any Shareholder's name from the register and the manner of such removal.
18.2. The Shareholders' Register shall record all transfers and disposals of Shares.
18.3. Title in the Shares shall be transferred in accordance with Article 12, by making an entry to that effect in the Shareholders' Register on submission of a written statement of transfer from the transferor (duly stamped, if so required by the Government, the Ministry or a relevant stock exchange), but the Company may demand an official authentication of the instrument of assignment or official evidence of the parties' legal capacities.

19. CLOSURE OF SHARE REGISTER
Unless otherwise provided in any Listing Rules, no transfer of Shares shall be registered in that period of seven clear calendar days preceding the day of a General Assembly or any adjourned meeting thereof.

20. RESTRICTIONS ON SHAREHOLDING
20.1. With the exception of QP (or an Affiliate of QP) and except in the course of a capital markets transaction as recommended by the Board, no person or entity, with the exception of Selected Institutions, shall, subject to Article 20.3, hold (or be beneficially entitled to) an amount of Shares greater than the amount of Shares determined from time to time by the Board (taking into account professional advice and the current market practice of companies admitted to the Qatar Exchange). For the purposes of this Article 20.1, a legal person, its subsidiaries and companies and/or individuals under its Control, shall be deemed one person and natural persons Controlling a legal person shall be deemed one person and a decision passed by the Board in this respect shall be final, conclusive and binding on all concerned.
20.2. The Board shall have the right to refuse registration or transfer of any Shares if the Board determines that such transaction has been carried out in breach of this Article 20.
20.3. If the Company is listed on the Qatar Exchange or on a regulated stock exchange, non-Qatari persons shall be restricted to owning a maximum of fifteen percent (15%) of the portion of the Shares made available for subscription on a listing on the Qatar Exchange or a regulated stock exchange.

CHAPTER FOUR COMPANY MANAGEMENT
21. POWERS OF THE BOARD
Except for those matters required by these Articles to be decided by the Shareholders, the Board shall enjoy the widest powers necessary to give full effect to the objects of the Company outlined in Article 5. The Board may delegate any such power to any one or more of the Directors, or a Board sub-committee or executive management of the Company.

22. COMPOSITION OF THE BOARD
22.1. The first Board of the company shall consist of three (3) Directors.
22.2. With the exception of the first Board, the Board shall consist of no less than five (5) and no more than eleven (11) Directors, all of whom shall be appointed by the Special Shareholder without the need for approval at a General Assembly. The Special
Shareholder shall take all reasonable steps to ensure that at least one-third of the total number of Directors shall be appointed as independent directors that satisfy the eligibility criteria set forth in Article 23 (the "Independent Directors"). The Special Shareholder shall appoint such persons willing so to serve as Independent Directors for a period of no more than three (3) years.
22.3. In the event that QP transfers the Special Share, the right to appoint and nominate Directors (as applicable) shall pass with such Special Share.

23. ELIGIBILITY OF DIRECTORS
23.1. No person shall become a Director if he is either less than twenty one (21) years of age or if he has been convicted of a criminal offence in breach of honesty or trust including any criminal offence referred to in the Law.
23.2. For the purpose of determining whether a person is suitable to be appointed as an Independent Director pursuant to Article 22.2, the relevant Independent Director must not be under the influence of any factor that may limit his/her capacity to consider, discuss and decide on the Company's matters in an unbiased and objective manner (on the basis of facts only).
23.3. In the event that the Shares are listed on the Qatar Exchange or on a regulated stock exchange the determination of an Independent Director shall be in accordance with the regulations and requirements of such stock exchange.
23.4. An Independent Director must, in addition, be a suitably qualified, experienced, professional person (as these characteristics shall be determined to the satisfaction of the other members of the Board) and shall not be (a) a director or employee of QP or a Controlled Affiliate of QP, or (b) a director or employee of any person to whom QP transfers the Special Share in accordance with Article 9.4.2 or any Controlled Affiliate of such transferee.
23.5. A person may become a Director, or subject to Articles 23.2, 23.3 and 23.4, an Independent Director, of the Company irrespective of whether he is already a director or in one or more other companies having their principal place of business in the State of Qatar.

24. TERM OF APPOINTMENT AND VACATION OF OFFICE OF DIRECTORS
24.1. The term of the first Board shall continue until such time that the Special Shareholder shall, at its sole discretion and by written notice to the Company, elect to constitute a new Board in accordance with Article 22.2. With the exception of the first Board, each Director shall be appointed for a renewable term of three (3) years or such shorter term (being no less than one (1) year each) as the Board shall determine.
24.2. The office of a Director shall be vacated by such Director: 24.2.1 if he resigns;
24.2.2 if he absents himself or herself from three (3) consecutive or five (5) non-consecutive Board meetings (within his term of appointment) without a reason being accepted by the Board;
24.2.3 if the Special Shareholder revokes its appointment of a Director (save, for the avoidance of doubt, this Article 24.2.3 shall not apply to an Independent Director once elected); or
24.2.4 on death or mental or physical disability permanently preventing him or her from carrying out his or her duties.
24.3. In the case of a vacancy relating to a Director (other than an Independent Director whose replacement shall be subject to election in accordance with Article 22.2), the Special Shareholder shall have the right to appoint a replacement Director (for the remaining term), to take effect upon notice of replacement being given to the Company. In the case of a vacancy relating to a Director appointed as a result of Article 22.3, the relevant Shareholder shall have the right to appoint a replacement Director (for the remaining term), to take effect upon notice of replacement being given to the Company.

25. ALTERNATIVE DIRECTORS
25.1. Each person entitled to appoint a Director may (upon the approval of the Board) appoint in writing (or revoke the appointment of) an alternate Director (effective on written notice of the Company).
25.2. Directors and alternate Directors may (upon the approval of the Board) further appoint in writing (or revoke the appointment of) another director to represent him by proxy who may attend be counted in the quorum for and vote at particular meetings of the Board in the absence of the Director or alternate director whom he represents, so long as such proxy does not act as proxy for more than one Director.

26. DIRECTOR NOTIFICATION
The Board shall annually submit to the Ministry, a list of Directors (approved by the Chairman) and shall notify the Ministry of changes in Directors upon the occurrence of such changes.

27. LIABILITY OF DIRECTORS
All Directors shall be jointly and individually liable for any fraudulent act, abuse of power, negligent errors in management or violations of any laws of the State of Qatar.

28. DIRECTORS' AND OFFICERS' INDEMNITY
Each Director and other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses and liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto. No Director or other officer of the Company shall be liable for any loss or damage caused or incurred by the Company in the execution of the duties of his office or in relation thereto save in all cases for fraudulent acts, abuses of power, negligent errors in management or violations of any laws of the State of Qatar on the part of any such person.

29. BOARD DECISIONS
Resolutions of the Directors approved at duly constituted Board meetings in accordance with these Articles or approved in writing in accordance with Article 34, shall constitute decisions of the Board.

30. REGULAR BOARD MEETINGS
30.1. The Board shall meet for the dispatch of Company business, and shall adjourn and otherwise regulate its meetings as it may decide. The Board shall meet at least every three (3) months (and not less than four (4) times a year). A provisional date for the next meeting will be agreed upon at the end of each regular meeting. Additional meetings shall be convened at the direction of the Chairman and otherwise at the request of any Director.
30.2. All Board meetings shall be held in Doha, Qatar unless all Directors (or their alternates) are present or have otherwise agreed in writing to it being held elsewhere.
30.3. A Director or his alternate Director may participate in a meeting of the Board or a Committee of the Board through the medium of conference telephone, video teleconference or similar form of communication equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote.

31. NOTICE OF MEETINGS
31.1. All meetings of the Board (including those for which a provisional date may have been agreed) shall be convened by a notice from the Chairman or, in his absence, the Deputy Chairman (if any), or any two Directors or such other Director as is duly authorised by the Chairman. The Chairman shall further convene a meeting by notice upon request by any two or more Directors. Any notice shall be given by fax, registered post or e-mail (subject to evidence of receipt satisfactory to the Board), to every Director at his relevant address for service in the Company records, not less than seven (7) days prior to the proposed date of such meeting, or as required by the rules of the QFMA, if applicable, stating the date, time and place of the meeting.
31.2. The notice shall include: (i) a list of the agenda items to be addressed at the meeting; (ii) in respect of each agenda item, an indication of whether a resolution is to be proposed for adoption or other voting action is to be taken; (iii) a summary of each matter; and (iv) where practicable, any papers relevant to particular matters to be considered at such meeting shall be circulated prior to the meeting, to the Directors.

32. WAIVER OF NOTICE
A meeting of the Board shall, notwithstanding that it has been convened without notice or by less than seven (7) days' notice, be deemed to have been properly convened if each Director who or whose alternate, has attended such meeting or agreed in writing to the convening of such meeting without such notice or by such shorter notice, or as required by the rules of the QFMA, if applicable.

33. QUORUM FOR BOARD MEETINGS
The number of Directors required to constitute a quorum in respect of any matter to be considered and acted upon by the Board shall be half of the members of the Board (excluding Independent Directors), present or duly represented by an alternate in accordance with Article 25.

34. RESOLUTIONS IN WRITING
A resolution in writing delivered to all Directors and approved and executed by a quorate number of eligible Directors (being at least half of the members of the Board, excluding Independent Directors) for the time being entitled to receive notice of a Board meeting, is as valid and effective for all purposes as a resolution passed at a meeting of the Board. The resolution in writing may consist of several documents in the same form, each executed by one or more of the Directors. The resolution in writing need not be executed by an alternate Director if it is executed by his appointer, and a resolution executed by an alternate Director need not be executed by his appointer.

35. BUSINESS NOT ON AGENDA
No resolution may be proposed to the Board at a meeting unless the matter is on the agenda for that meeting or at least two (2) Directors (or the alternate of such Directors) (excluding Independent Directors) agree that the resolution may be proposed.

36. MAJORITY FOR BOARD DECISIONS
Resolutions of the Board shall be passed by a majority of those Directors present and entitled to vote at the relevant meeting of the Board, each Director present having one vote.

37. POWERS OF COMMITTEES AND SUB-COMMITTEES
37.1 The Board may delegate any of its powers, authorities and discretions (with power to sub-delegate) to a committee consisting of one or more persons (whether a member or members of the Board or not) as it thinks fit.
37.2 A committee may exercise its power to sub-delegate by sub-delegating to any person or persons (whether or not a member or members of the Board or of the committee).
37.3 The Board may retain or exclude its right to exercise the delegated powers, authorities or discretions collaterally with the committee. The Board may at any time revoke the delegation or alter any terms and conditions or discharge the committee in whole or in part. Where a provision of the Articles refers to the exercise of a power, authority or discretion by the Board (including, without limitation, the power to pay fees, remuneration, additional remuneration, expenses and pensions and other benefits) and that power, authority or discretion has been delegated by the Board to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee.

38. DIRECTORS DUTY TO DISCLOSE
38.1 A Director who, to his knowledge, is in any way (directly or indirectly) beneficially interested in a contract, arrangement, transaction or proposal with the Company (or an Affiliate of the Company), (otherwise than by virtue of his appointment as a Director, his employment or his beneficial interest in shares or debentures, warrants, other securities of, or otherwise in or through, the Company or any Affiliate of the Company including QP), shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract, arrangement, transaction or proposal is first considered. Such a Director shall declare the full extent of his said interest to the Board at the first meeting if he knows his interest then exists or, in any other case, as soon as he is or had become interested.
38.2 A Director may not vote on or be counted in the quorum in relation to a resolution of the Board or of a committee of the Board concerning a contract, arrangement, transaction or proposal to which the Company (or any Affiliate of the Company) is or is to be a party and in which he has a beneficial interest which is, to his knowledge, a material beneficial interest (otherwise than by virtue of his appointment as a Director, his employment or his interest in shares or debentures warrants or other securities of or otherwise in or through the Company or any Affiliate of the Company including QP), but this prohibition does not apply to a resolution concerning any of the following matters:
38.2.1 the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company or any of its Affiliates;
38.2.2 the giving of a guarantee, security or indemnity respect of a debt or obligation of the Company or any of its Affiliates for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;
38.2.3 a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its Affiliates for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
38.2.4 a contract, arrangement, transaction or proposal to which the Company is or is to be a party concerning another company (including an Affiliate of the Company) in which he is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise. If he does not to his knowledge hold an interest in shares representing one percent (1%) or more of either any class of the equity share capital of or the voting rights in the relevant company;
38.2.5 a contract, arrangement, transaction or proposal for the benefit of the employees of the Company or any of its Affiliates (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employee to whom it relates; and
38.2.6 a contract, arrangement, transaction or proposal concerning the purchase or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors.
38.3 A Director may not vote on or be counted in the quorum in relation to a resolution of the Board or committee of the Board concerning his own appointment (including, without limitation, fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any company in which the Company is interested.
38.4 If a question arises at a meeting as to the materiality of a Director's beneficial interest (other than the interest of the Chairman) or as to the entitlement of a Director (other than the Chairman) to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the Chairman and his ruling in relation to the Director concerned is final, conclusive and binding on all concerned.
38.5 If a question arises at a meeting as to the materiality of the interest of the Chairman or as to the entitlement of the Chairman to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of Board or committee members present at the (excluding the Chairman) whose majority vote is final, conclusive and binding on all concerned.
38.6 The General Assembly may by Resolution suspend or relax the provisions of this Article 38 to any extent or ratify any contract, arrangement, transaction or proposal not properly authorised by reason of a contravention of this Article 38.

39. BOARD MINUTES
39.1 The Board shall cause accurate and complete minutes of all resolutions and proceedings of Board meetings and those attending such meetings to be kept in a special register by the Company Secretary. Such register shall be reviewed for accuracy and completeness by the relevant department (as evidenced by the signature of the Company Secretary).
39.2 Directors dissenting from resolutions decided by the Board shall, upon their written request, have their disagreements recorded in the minutes of the relevant meeting.
39.3 Board Minutes shall be signed by the Chairman, the Managing Director (if any) and the Company Secretary.

40. APPOINTMENT OF CHAIRMAN AND DEPUTY CHAIRMAN
40.1 The Special Shareholder shall appoint a Chairman of the Board ("Chairman") and the Special Shareholder may appoint a deputy Chairman of the Board ("Deputy Chairman") from among the Directors.
40.2 The Chairman and the Deputy Chairman (if any) shall remain in office for a renewable period of three (3) years, or such shorter period (not less than one (1) year) and any Director appointed to fill a vacancy on the Board created by the death, resignation or removal of a Director who was the Chairman or Deputy Chairman shall also serve in that capacity for the remainder of the departing Chairman or Deputy Chairman's term).
40.3 A person may become a Chairman or Deputy Chairman of the Company even if by doing so he shall be a Chairman or Deputy Chairman in two or more companies having principal places of business in the State of Qatar

41. ROLE OF CHAIRMAN AND DEPUTY CHAIRMAN
The Chairman shall represent the Company in front of Third Parties, and his signature shall be regarded by Third Parties as indicating approval by the Board of any transaction to which such signature relates. The Deputy Chairman (if any) shall substitute for the Chairman in his absence. The Chairman, or in his absence the Deputy Chairman (if any) or in the absence of both of them any other Director appointed by the Directors to serve as Chairman, shall act as the Chairman of meetings of the Board and of the General Assembly.

42. MANAGING DIRECTOR
42.1 Appointment
42.1.1 The Directors may elect by secret ballot one or more Directors to serve as managing Director of the Company ("Managing Director").
42.1.2 A person may become a Managing Director even if already a managing director of another company having its principal place of business in the State of Qatar.
42.2 Authority
42.2.1 The Managing Director shall manage, direct and operate the business of the Company subject to such policies and directives with respect thereto as the Directors may from time to time adopt in conformity with these Articles and any pertinent Resolutions of the Board.
42.2.2 The authority of the Managing Director shall be fixed by the Board who shall also decide whether the Managing Director shall have the right to sign on behalf of the Company either alone or with any other person.
42.2.3 The Managing Director shall report regularly to the Directors so as to keep them fully informed as to the management of the Company and the state of its affairs and shall provide them with such information and reports as they may require. The Managing Director shall prepare for Board approval, the management and operating structure for the Company as required by the Board.

43. SECRETARY
The Special Shareholder shall appoint a secretary of the Board ("Company Secretary") for such period and on such terms as it may decide and may revoke such appointment. The Board shall decide on the duties of the Company Secretary and on the scope of his authority.

44. REMUNERATION OF DIRECTORS
44.1 The Directors shall be paid such remuneration as may be determined by the Board (taking into account professional advice and the current market practice of companies admitted to the Qatar Exchange). Such remuneration shall be approved at the Annual General Assembly in accordance with Article 46.2 below.
44.2 The reasonable travel and accommodation costs of Directors (and their alternates and proxies), as determined by the Board, in attending meetings, shall be reimbursed by the Company.
44.3 The Company shall not grant any loan or security to Directors or any person (other than the Company or any Affiliate of the Company) connected with such Director, unless first approved by the General Assembly.

45. ANNUAL REPORT
The Board shall prepare the Company's annual report and provide or publish a copy of such annual report to Shareholders at least fifteen (15) days before the Annual General Assembly. Such annual report shall include profit and loss accounts, balance sheets, a report of the Board (relating to the financial status and affairs of the Company) and the full text of a report of the Auditors, for the immediately preceding Financial Year.

CHAPTER FIVE THE GENERAL ASSEMBLY
46. ANNUAL GENERAL ASSEMBLY
46.1 A General Assembly shall be convened by the Board and held at least once every year (at a date and venue determined by the Board and notified to the Ministry) within four (4) months of the end of the Financial Year ("Annual General Assembly"). The procedures to be followed for convening and conducting each Annual General Assembly shall be those set forth in these Articles.
46.2 The Annual General Assembly shall consider the Directors' and Auditors' reports and the balance sheet and profit and loss account for the preceding Financial Year, determine the amount of dividends to be distributed to Shareholders, determine the appointment and removal of Directors and/or Auditors where relevant, determine the remuneration of the Directors and appoint auditors for the period up to the end of the next Financial Year and determine their remuneration.

47. EXTRAORDINARY GENERAL ASSEMBLY
Subject to Article 9.4, all matters to be referred to the Shareholders for their approval, other than those considered at the Annual General Assembly, shall be referred to an Extraordinary General Assembly, including:
(i) amendment of the Memorandum of Association and the Articles;
(ii) increase or decrease in the share capital of the Company;
(iii) extension to the term of the Company; or
(iv) any sale, dissolution, liquidation, reconstruction or merger of the Company.

48. PLACE OF GENERAL ASSEMBLY MEETINGS
All meetings of the General Assembly shall be held in Qatar.

49. NOTICE OF GENERAL ASSEMBLY
49.1 Assembly by Board
A General Assembly shall be convened by a notice from (and shall be chaired by) the Chairman or in his absence the Deputy Chairman (if any) or such other Director as may have been authorised to do so by the Chairman. Such notice shall be distributed (by normal post) to the Shareholders and shall be published in at least two daily Qatari newspapers, one (1) of which shall be an English language daily newspaper, not less than fifteen (15) days prior to the proposed date of the General Assembly. For so long as the Company has only one Shareholder, that Shareholder may waive the fifteen (15) day notice requirement and there shall be no requirement to publish the notice in any newspaper.
49.2 Notice Contents
49.2.1 The notice shall contain: (i) the time, date and place of the meeting; (ii) a notice to Shareholders that they may appoint a proxy (who is to be a Shareholder or a Director) to attend on their behalf; (iii) a list of the agenda items to be addressed at the meeting and, where appropriate, a reasonable explanation of such items; (iv) in respect of each agenda item, an indication of whether a resolution is to be proposed for adoption or other voting action is to be taken; and (v) notification that no Shares transferred in the clear seven days preceding the day of the General Assembly, or otherwise in accordance with the QFMA regulations if applicable, shall be recognised by the Company as having been transferred on such day and shall not be registered until the day following such General Assembly.
49.2.2 A copy of notices and communications sent to all the Shareholders shall be sent to the Ministry and/or any other relevant authority in accordance with relevant Listing Rules.

50. REQUISITION OF GENERAL ASSEMBLY
50.1 Assembly by Shareholders
A Shareholder or Shareholders together holding fifteen percent (15%) or more of the Shares may from time to time require by notice in writing to the Company that the General Assembly be convened by the Board in accordance with the provisions of these Articles.
50.2 Assembly by the Auditors
The Company shall convene a General Assembly in accordance with the provision of Article 49 if so requested by the Auditors.
50.3 Assembly by the Ministry
The Company shall convene a General Assembly in accordance with the provisions of Article 124 of the Law if so requested by the Ministry.
50.4 Assembly by other Persons
No person or authority may convene a General Assembly other than as provided in Articles 49 and 50.

51. QUORUM FOR GENERAL ASSEMBLY
The quorum for an Annual General Assembly and for an Extraordinary General Assembly shall be Shareholders present in person or duly represented by proxy and holding not less than fifty percent (50%) in nominal value of the Shares, provided always that the Special Shareholder is duly represented in such meeting, is entitled to be present and is entitled to vote at such meeting.

52. RIGHT TO ATTEND AND VOTE
Except as otherwise provided in these Articles each Shareholder whose name is entered in the Shareholders' Register at the close of business at least seven (7) days prior to the day of the General Assembly, or otherwise as required by the QFMA regulations if applicable, and who is present in person or is duly represented by proxy, shall be entitled to attend the General Assembly and shall have one (1) vote for each Share held by such Shareholder.

53. RESOLUTIONS
53.1 In accordance with Article 52, each Share confers on its holder the right to attend and vote at all duly convened meetings of the General Assembly.
53.2 Resolutions at a General Assembly (whether at an Annual General Assembly or an Extraordinary General Assembly) shall be passed by a simple majority of the votes of the Shareholders present or duly represented and entitled to vote at the meeting and in respect of the matter to be voted on.

54. EXCLUSION OF MATTERS NOT ON AGENDA
A General Assembly shall not consider matters other than those on the agenda for the meeting unless the holders of at least fifty percent (50%) of the Shares represented at the relevant meeting (whether in person or by proxy) agree or the Special Shareholder agrees to consider such additional matter, however such additional matter may not be the subject of any resolution of the General Assembly without first convening a further meeting of the General Assembly in accordance with the notice provisions set out in Article 49.

55. PROXY OF SHAREHOLDERS
55.1 Any Shareholder that is a company may authorise any one person to act as its representative to any General Assembly (in such form as the Board may approve), and the person so authorised shall be entitled to exercise the same power on behalf of the Shareholder he represents, as the Shareholder could itself exercise.
55.2 Any Shareholder may authorise any one Shareholder to act as its representative at any General Assembly (in such form as the Board may approve), and the person so authorised shall be entitled to exercise the same power on behalf of the Shareholder he represents, as the Shareholder could itself exercise. A Shareholder may act as proxy to one or more Shareholders.
55.3 This Article 55 is subject to the following requirement of the Law:
55.3.1 With the Exception of the Special Shareholder, no proxy may be appointed to act if, in consequence of such appointment, the proxy shall represent more than five (5) per cent. of the Company's issued share capital when the Shares of the person appointing the proxy are aggregated with the Shares of the person appointed to act as proxy.
55.4 Instruments appointing a proxy must be provided to the Company no less than forty eight (48) hours prior to the commencement of the General Assembly.

56. RESOLUTIONS BINDING
The Board shall cause minutes to be kept of all Resolutions, whether presented or passed, and proceedings of the General Assembly. Such minutes, insofar as they relate to any matter in respect of which a Shareholder is entitled to participate and vote, shall be made available to each Shareholder upon written request. A Resolution of a General Assembly passed in accordance with these Articles and recorded in such minutes shall be binding on all Shareholders, including those who did not vote in favour of such Resolution.

CHAPTER SIX AUDITING
57. AUDITORS
The Auditors of the Company, who shall be a reputable and internationally recognised firm of independent accountants registered to do business in the State of Qatar, shall be recommended by the Board and appointed annually for a term of one (1) year by the General Assembly. Auditors may not be appointed for more than three (3) consecutive terms unless otherwise decided by the General Assembly. The Board shall provide the Auditors with all information reasonably required by it to compile its reports within two (2) months of the Company's Financial Year end. The Auditors shall have full access to the Company's books and records. The Auditors shall provide a report on the Company's accounts within three (3) months of each Financial year end. The Auditors shall attend the Annual General Assembly (to be convened within four (4) months of the Company's Financial year end), and give their report in relation to the accounts of the Company laid before such Annual General Assembly.

58. FINANCIAL YEAR
The Company's first financial year shall commence on the date of its establishment and shall end on 31 December of the same year. Thereafter, the financial year shall commence on 1 January and end on 31 December of each year ("Financial Year")

CHAPTER SEVEN COMPANY FINANCE
59. BOOKS OF ACCOUNT
The Board shall cause to be kept and maintained proper books of account and records which shall be prepared in Qatari Riyals and shall give a true and fair view of the Company's affairs and transactions.

60. ACCESS TO BOOKS OF ACCOUNT
The books of account of the Company shall be kept at its head office. Subject to such confidentiality and such other restrictions as the Board may from time to time agree, the Shareholders and their respective auditors and the Directors shall have full access to such books of accounts and to all records of the Company at all reasonable times: provided, however, that prior to undertaking any review of the Company's books or records, the Shareholders shall first use their best efforts to obtain the information sought to be obtained from such review from the Company Auditors. The Board shall provide the Auditors with all information reasonably required by it to compile its reports within two (2) months of the Company's Financial year end. The Auditors shall have full access to the Company's books and records. The Auditors shall provide a report on the Company's accounts within three (3) months of each Financial Year end.

61. PRESENTATION OF ACCOUNTS TO SHAREHOLDERS
Annually, the Board shall cause to be prepared and to be laid before the General Assembly which shall be convened within four (4) months of the Company's Financial Year end at least fifteen (15) days before such General Assembly and published in at least two (2) Qatari daily newspapers, one (1) of which shall be an English language newspaper, profit and loss accounts, balance sheets, a report of the Board (relating to the financial status and affairs of the Company) and the full text of a report of the auditors, for the immediately preceding Financial year, provided that the Board may withhold the publication of all or any such information for reasons of commercial confidence. Subject to any confidentiality restrictions imposed by the Board, such profit and loss accounts, balance sheets, accounts and reports shall be circulated to the Shareholders and any relevant authority with the notice convening the Annual General Assembly.

62. BIANNUAL ACCOUNTS
Subject to the provisions of Article 61, the Board shall cause (once reviewed by the auditors) a biannual financial report to be published in at least two (2) Qatari daily newspapers, one (1) of which shall be an English language daily newspaper.

63. RESERVES
Prior to recommending any dividend for distribution to Shareholders, the Board shall ensure proper reserves are established in respect of any voluntary or statutory reserves considered by the Board to be necessary or appropriate. Such reserves as resolved by the Board shall be the only reserves the Company is required to have.

64. OTHER ACCOUNTING MATTERS
64.1 Accounting Principles
The accounting principles to be adopted by the Company shall be determined by the Board and shall be consistent with internationally accepted accounting principles.
64.2 Payments and Distributions
All payments by the Shareholders to the Company in respect of subscriptions for Shares or any other payment shall be made in Qatari Riyals. All dividends, distributions of cash and other payments and distributions to the Shareholders by the Company shall be made in Qatari Riyals. The Board may fix any date for a dividend, distribution, allotment or issue.

CHAPTER EIGHT WINDING UP, LIQUIDATION AND DISSOLUTION OF THE COMPANY
65. WINDING UP
65.1 The Company shall be wound up upon the occurrence of any of the following events:
65.1.1 the expiry of the period fixed for the duration of the Company, including any extension approved pursuant to the Law;
65.1.2 the passing by the Board of a resolution recommending the winding up of the Company and the adoption of such resolution by a resolution of an Extraordinary General Assembly in accordance with Article 9.4.3(b);
65.1.3 the passing of a resolution of an Extraordinary General Assembly in accordance with Article 47(iv); or
65.1.4 the issue of a court order dissolving the Company.
65.2 Any resolution of an Extraordinary General Assembly to wind up the Company shall appoint and define the powers of the liquidator and specify the manner of liquidation.

66. AUTHORITY OF GENERAL ASSEMBLY TO CONTINUE
The authority of the General Assembly shall remain until the Company is dissolved.

CHAPTER NINE MISCELLANEOUS PROVISIONS
67. AMENDMENT OF ARTICLES
Subject to Article 9.4, these Articles may be amended from time to time upon approval by the General Assembly.

68. PROVISIONS
The General Assembly may resolve to include special provisions for QP's benefit, (including provisions to apply in the event that QP ceases to hold the Special Share or a majority of the Ordinary Shares). Such provisions may include special rights to appoint Directors, the right to approve resolutions of the Directors and/or Shareholders as well as the right to approve or veto certain actions of the Company.

69. NOTICES
69.1 Form
All notices and other communications given or made under these Articles shall be in writing in either Arabic or English languages and shall be determined to have been properly given or made if (a) personally handed to an authorised representative of the person to whom given, (b) sent by prepaid postage, registered mail, (c) transmitted by facsimile with confirmation of receipt, or (d) published in two (2) Qatari daily newspapers, one (1) of which shall be an English language daily newspaper, in each case to a person at its address for service as it may have notified to the Company, such address in the case of QP being as follows:
If to QP:
Qatar Petroleum
P.O. Box 3212
Doha-Qatar
Attention: Managing Director
Facsimile No. +974 4013 9999
69.2 Effectiveness
Notices and other communications given in accordance with Article 69.1 shall be effective (a) on receipt by the addressee if personally delivered or transmitted by mail; (b) on transmission to the addressee if transmitted by facsimile (with the correct confirmation) during normal business hours at the place of the addressee or, if so transmitted outside such hours, at the opening of business on the next business day at such place; (c) e-mail (subject to evidence of receipt satisfactory to the Board); or (d) on the date of publication.

Signed in Doha as of this ______________________, corresponding to the ________ day of ______________ 2013

FOR QATAR PETROLEUM
Sign:
Name
Title: Chairman of the Board and Managing Director