10 يونيو 2023 م
22 ذو القعدة 1444 هــ
English
سهم
دولار
كيو.بي.
700
7000
إكسون موبيل
300
3000
1000
000ر10
1- يوسف حسين كمال
رئيس المجلس
2- د. إبراهيم الإبراهيم
نائب رئيس المجلس
3- حمد راشد المهندي،
عضوا
4- سعيد مبارك المهندي،
5- الشيخ محمد أحمد آل ثاني،
6- راشد مسفر الهاجري،
7- (تسميه كيو بي لاحقا)،
1- إن. بي. كيلي،
2- دبليو. جيه. هارمز،
3- تي. إم. كوردانو،
RAS GAS COMPANY LIMITED
ARTICLES OF ASSOCIATION
OF
RASGAS COMPANY LIMMITED
QATARI JOINT STOCK COMPANY
CHAPTER ONE
ESTABLISHMENT OF THE
COMPANY
Article (1)
Formation
A Qatari Joint Stock Company has been established by the initial subscribers hereto pursuant Io Law No. 11 of 1981 concerning Commercial Companies, in particular Article 90 thereof, and the provisions of these Articles of Association (the “Articles”). Reference is made to Article 55 of the Articles for the meanings of the defined terms used herein.
Article 2
Name
The name of the Company is “RASGAS COMPANY LIMITED.” (“RasGas” or the “Company”
Article (3)
Objects of the Company
The objects of the Company are:
(i) to design, construct, and operate a series of complexes owned by the LNG and EGU Projects or such other projects operating a series of complexes in the North Field as the Shareholders may agree, and consisting of LNG trains and/or other facilities necessary to develop, produce, transport, process, treat, liquefy, store deliver and sell Petroleum including LNG, NGLs, Condensate, Gas, LPG, propane, butane and all other hydrocarbons, including crude oil, and sulphur, and all other non-hydrocarbon substances contained therein, and all other facilities that may be constructed or used for these purposes and the support of these purposes, such facilities, from drilling to delivery to customers, to have the capacity sufficient to produce the Gas and conduct the operations required for the supply of LNG, NGLs, Condensate, Gas, LPG, propane, butane, and all other hydrocarbons, including crude oil, sulphur, and all other non-hydrocarbon substances contained therein, as determined in accordance with the directions made by the LNG and EGU Projects, or such other projects operating in the North Field, for which the Company is acting on their behalf;
(b) to develop, in accordance with the directions made by the LNG and EGU Projects, or such other projects operating in the North Field, pursuant to their respective rights granted by the Government of the State of Qatar, one or more areas of the gas pool present in the Khuff formation offshore the State of Qatar, commonly called the North Field, and produce Gas therefrom, and transport, process and liquefy such Gas to produce LNG, NGLs, Condensate, Gas, LPG, propane, butane, and all other hydrocarbons, including crude oil, and sulphur, and all other non-hydrocarbon substances contained therein;
(c) to design, construct, and operate, or charter or otherwise acquire, on behalf of the LNG and EGU Projects, or such other projects operating in the North Field, certain tankers, pipelines and other facilities to transport Petroleum Products, including LNG, NGLs, Condensate, Gas, LPG, propane, butane, and all other hydrocarbons, including crude oil, and sulphur, and all other non-hydrocarbon substances contained therein;
(d) to market, store transport, or otherwise dispose of Petroleum Products, including LNG, NGLs, Condensate, Gas, LPG, propane, butane, and all other hydrocarbons, including crude oil, and sulphur, and all other non-hydrocarbon substances contained therein to consumers as may be necessary in order to satisfy the Company's delivery obligations from time to time;
(e) to carry on any other business or activities as directed by the LNG and EGU Projects, or such other projects operating in the North Field, that are usual to or may be carried on by companies involved in a business similar to that of the Company; and
In pursuance of such objects, the Company shall be empowered:
(a) to deal with movable and immovable property and leasehold interests in movable and immovable property;
(b) to perform any other acts in order to realize its objects that are not contrary to these Articles;
(c) to perform any other acts in order to realize its objects as a natural person, legally and beneficially entitled to the subject matter;
(iv) to enter into any agreements as approved by the Shareholders for purposes of implementing and accomplishing the objects set forth above.
Article (4)
Terms of Company
The term of the Company shall commence on the date of its establishment (the “Effective Date”) and shall continue until the later of:
(i) the effective date of termination of the Sponsor's DFA; or
(b) the effective date of termination of the Ras Laffan LNG DFA;
(c) the effective date of termination of the Ras Laffan LNG II DFA; or
the effective date of termination of the EGU DPSA
(d) the effective date of termination of the EGU DPSA;
unless continued in effect beyond that date by a resolution passed at a General Assembly in accordance with these Articles.
Article (5)
Head Office
The head office of the Company shall be located in Doha, Qatar. The Company may establish branches, offices, agencies or other representatives in Qatar or abroad.
CHAPTER TWO
COMPANY CAPITAL
Article (6)
Authorized Share Capital
6.1 Authorized Share Capital
The authorized share capital of the Company is One Hundred Thousand Dollars (US$100,000), consisting of Ten Thousand (10,000) shares of capital stock with a nominal value of Ten Dollars (US$10.00) each. All such shares, when issued (herein referred to as “Shares”), shall be fully paid and non-assessable.
6.2 Changes to Authorized Capital
The authorized share capital may be increased, reduced and/or modified by a resolution passed at an General Assembly of the Company in accordance with the terms and conditions set forth in these Articles and in the Joint Venture Agreement
Article (7)
Issuance of Shares
7.1 Subscribed Shares
As of the date hereof, Shareholders have subscribed for share capital as set forth opposite their respective names below
QP
EXXONMOB
Totals:
$ 10,000
7.2 Further issuances
Without prejudice to any rights attaching to any existing Shares, any Share may be issued with such rights or restrictions, as the Board shall determine in accordance with these Articles and subject to the provisions of the Joint Venture Agreement.
7.3 Further Subscriptions
Further subscriptions of share capital shall be paid in full at nominal value against cash calls by the Board according to the requirements of the Company authorized in accordance with these Articles and subject to the provisions of the Joint Venture Agreement.
7.4 Restrictions on Liens and Transfers
Subject to Article 16, no mortgage, charge, lien, pledge, security interest or other encumbrance shall be created or allowed to subsist over a Shareholder's Shares without the prior written consent of the other Shareholder. Shares shall only be transferred to an Affiliate of the Shareholder subject to the provisions of the Joint Venture Agreement.
Article (8)
Rights Attaching to Shares
8.1 General
Each share shall be indivisible and shall confer upon the holder rights to share in the assets of the Company on any liquidation thereof, to receive dividends and other distributions, if any, paid by the Company in respect of such Shares, and to vote at the General Assembly, as provided in these Articles and in the Joint Venture Agreement.
8.2 Accounting & Operating Structure
The General Assembly of Shareholders of the Company may from time to time and at any time by an appropriate resolution adopted in conformity with the provisions of the Joint Venture Agreement cause the Company to adopt, implement and apply all or any of the following:
(a) the Accounting and Cost Allocation principles contained in Exhibit B of the Services Agreement pursuant to which:
(i) expenditures of Company are forecasted in accordance with the Company's Services Agreement;
(ii) cash calls based on the Article 8.2 (a) (i) expenditure forecast are allocated between different LNG and EGU projects operated and administered by the Company in accordance with the Company's Services Agreement;
(iii) Expenditure reports detailing the use of proceeds obtained from Article 8.2 (a) (ii) cash calls are issued by the Company in the form of invoices to various LNG and ECU projects operated and administered by the Company in accordance with the Company's Services Agreement;
(b) the list of standard systems and policies to be utilized in developing operating guidelines contained in Exhibit C of the Services Agreement;
(c) the metering, allocation & balancing principles contained in Exhibit D of the Services Agreement;
(d) the financial authority levels contained in Exhibit E of the Services Agreement;
(e) the requirements for annual procurement plan contained in Exhibit F of the Services Agreement;
(f) the principles for priority of service issues: operating guidelines contained in Exhibit H of the Services Agreement;
(g) the principles for establishing and administering bank accounts contained in Exhibit I of the Services Agreement;
in accordance with (x) the terms of such resolution and/or (y) any document incorporated therein by express reference.
8-3 Dividends
Consistent with the Joint Venture Agreement, no dividends shall be created or declared by the Board unless and only to the extent required under Law No. 11 of 1981 concerning Commercial Companies, in particular Article 90 thereof. Any dispute among Shareholders as to whether or not dividends shall be paid or the quantum 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, however, be without prejudice to any rights or claims any Shareholder may have against any other Shareholder under the Joint Venture Agreement or any other agreement or document. The Company shall not pay dividends (whether interim dividends or final dividends) in a manner that is inconsistent with any such determination of the Board, the Joint Venture Agreement or these Articles.
Article (9)
Liability for Debts
Shareholders shall have no liability for the debts and obligations of the Company.
Article (10)
Articles Binding on Shareholders
Each Shareholder, by its ownership of one or more shares, shall be bound by these Articles and the duly adopted resolutions of the General Assembly.
Article (11)
Register of Shareholders
The Board shall cause to be kept at the Company's head office a register of Shareholders, which register shall include in respect of each Shareholder its full name and address and facsimile numbers, and number of Shares held and the date upon which such Shares were acquired or transferred. Such register shall be open to inspection by Shareholders during normal working hours.
Article (12)
Shares Certificates
Every person whose name is entered as a Shareholder in the register of Shareholders shall be entitled, without payment, to receive certificates for his Shares. Each certificate shall be signed by two Directors and shall specify the number of Shares to which it relates, the number and date of the Decree in the Official Gazette authorizing the establishment of the Company, the amount of the authorized share capital of the Company, the 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 the form and issue certificates and any replacement thereof as it considers appropriate.
Article (13)
Non-Recognition of Trusts
The Company shall not be bound by or recognize any interest or right in any Share except the absolute right of the registered Shareholder to such Share.
Article (14)
Restrictions on Transfers of Shares
14.1 Qualified Transferees
Notwithstanding Article 7.4, the Shares shall only be transferred to a company (other than a Wholly-Owned Affiliate of the transferor), which has the financial strength to perform the obligations of the transferor under the Joint Venture Agreement and all other Projects Agreements by which the transferor is bound. Any transfer to an Affiliate shall be subject to the transferor's providing the Company with a guarantee, satisfactory in form and substance to the Company, of the Affiliate's performance of each of the obligations of the transferor under the Joint Venture Agreement and any other Project Agreement by which the transferor is bound. Any transfer of Shares (other than QP's Shares) to a company that is not an Affiliate of the transferor shall be subject to the prior written consent of QP as to the suitability of the transferee (which consent shall not be unreasonably withheld); provided, however, that ExxonMobil, shall have the right, in its sole discretion, to determine the number of Shares which it chooses to transfer to any such transferee.
14.2 Restrictions on Transfer
Notwithstanding the provisions of Articles 7.4 and 14.1, (a) ExxonMobil shall not, without the proper written consent of QP transfer its Shares to a party not otherwise its Affiliate and QP shall not, without the proper written consent of ExxonMobil transfer its Shares to a party not otherwise its Affiliate except to the extent required under any financial document necessary to secure or arrange financing for one or more of the LNG or EGU Projects for which the Company is responsible for operating and administering pursuant to its Services Agreement.
Article (15)
Method of Transfers
All transfers of Shares shall be effected by an instrument of assignment in writing in a form approved by the Board, duly signed by the transferor and the transferee, and accompanied by the certificate for the Shares being transferred.
Article (16)
Restrictions on Encumbrances
Notwithstanding Article 7.4, no mortgage, charge, lien, pledge, security interest or other encumbrance may be created or allowed to subsist over a Shareholder's Shares without the prior written consent of QP and ExxonMobil, unless the terms of such mortgage, charge, lien, pledge, security interest or other encumbrance provide that, if the pledging Shareholder has defaulted in respect of the obligations secured by its Shares, the security holder shall provide QP and ExxonMobil with reasonable notice and opportunity to step in and satisfy, in equal proportion (or such other proportion as is agreed by QP and ExxonMobil), the defaulting Shareholder's obligations secured by the Shares in return for release of such Shares by the security holder to QP and ExxonMobil.
Article (17)
Effective Date of Transfer
No transfer of Shares shall be effective as against the Company or any Shareholder other than the transferor until such transfer has been duly recorded in the register of Shareholders.
Article (18)
Closure of Share Register
No transfer of Shares shall be registered in the period commencing on the date of a notice convening a General Assembly and ending on the closing of such General Assembly or any adjournment thereof.
CHAPTER THREE
MANAGEMENT OF THE
Article (19)
Powers of the Board
Except for those matters required by these Articles to be decided by the Shareholders or permitted by the Joint Venture Agreement or Services Agreement to be decided by any committee or sub-committee of the Board, or decided by a Joint Management Committee and any sub-committee thereof established by the owners of the LNG and EGU Projects, the management of the Company shall be undertaken by the Board, and all the matters arising for decision in the course of business shall be decided by the Board.
Article (20)
Composition of the Board
The Board shall consist of ten (10) members. Members of the Board shall not be elected by the Shareholders but shall be appointed by the Shareholders entitled to appoint Directors as provided in the Joint Venture Agreement. Directors shall not be required to hold any Shares or other securities of the Company in order to qualify for office.
Article (21)
Vacation of Office of Directors
The office of a Director shall be vacated:
(a) if he resigns;
(b) if the Shareholder that appointed him revokes his appointment; or
(c) on death or mental or physical disability permanently preventing him from carrying out his duties;
in which case the Shareholder that appointed such Director shall have the right to appoint a replacement. Each appointment or removal of a Director by a Shareholder shall be made by giving notice thereof to the Company and each of the other Shareholders and shall be effective upon the giving of such notice.
Article (22)
Directors
As of --------------, the subscribers hereto have appointed Directors as follows:
QP:
1- Mr. Yousef H. Kamal Chairman
2- Dr. Ibrahim B.Ibrahim Vice Chairman
3- Mr. Hamad M.Al-Muhannadi
4- Mr. Said M.Al-Muhannadi
5- Sh. Mohamed A. Al-Thani
6- Mr. Rashid M. Al-Hajri
7- Mr. (to be appointed by QP)
ExxonMobil:
1- Mr. N.B. Kelly
2- Mr. W.J. Harms
3- Mr. T.M. Cordano
Article (23)
Alternate Directors
Each Shareholder may appoint an alternate for a Director it has appointed, who may attend, be counted in the quorum for and vote at meetings of the Board in the absence of the Director he represents. In addition, each Director may, if neither he nor such alternate is able to attend a meeting of the Board, appoint solely for that meeting an alternate who may attend, be counted in the quorum for and vote at the meeting in his place.
Article (24)
Notice of Meetings
At least fifteen days' written notice of each meeting of Directors shall be given to each Director unless such Director gives written notice to Company that he accepts a shorter notice period. The notice shall include a summary of each matter proposed to be considered at the meeting.
Article (25)
Regular Board Meetings
The Board shall meet together at such place, for the dispatch of such business, and shall adjourn and otherwise regulate its meetings as it may decide, a provisional date for the next meeting being agreed 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.
Article (26)
Waiver of Notice
A meeting of the Board shall, notwithstanding that it has been convened without notice or by a shorter notice than specified in Article 24, be deemed to have been convened if each Director who or whose alternate, if applicable, is not present at such meeting shall have agreed in writing to the convening of such meeting without such notice or by such shorter notice.
Article (27)
Quorum for Board Meeting
The number of Directors required to constitute a quorum at any Directors' meeting shall always include the presence of at least one Director appointed by QP and one Director appointed by EXXONMOBIL either in person or by proxy.
Article (28)
Resolutions in Writing
A resolution passed by minute in writing signed by all the Directors entitled to vote on the matter in question or their respective alternates shall be as valid and effective as if it had been passed at a Board meeting duly convened and held. Any such resolution may consist of several documents in like form signed by one (1) or more of the Directors. Each signature shall be given personally by a Director or an alternate Director.
Article (29)
Business Not on Agenda
No resolution may be proposed to the Board of Directors at a meeting unless the matter is on the agenda for that meeting or at least one (1) Director appointed by each
Shareholder entitled to be represented at the meeting and to vote in respect of such matter (as set forth in the Share Schedules), or the alternate of such Director, agrees that the resolution may be proposed.
Article (30)
Unanimous for Board Decisions
30.1 All Directors' resolutions shall require the unanimous vote of the Directors present and entitled to vote at the meeting. Directors' resolutions may also be passed by minute signed by all Directors or their alternates without a meeting.
30.2 Special Resolutions
Each of the following matters shall be undertaken only after having been approved by the passing of a resolution by the Directors:
(a) a recommendation to the General Assembly to amend the Articles;
(b) a recommendation to the General Assembly to change the authorized or issued share capital of the Company or to change the rights attached to any Shares;
(c) approval or amendment of the formats to be used in preparing the Annual Budgets, including the major line items thereof, and the procedures to be followed in preparing and approving the same;
(d) approval or amendment of an Annual Budget of Company;
(e) a recommendation to the General Assembly to appoint or remove the Company's auditors;
(f) the entry into, amendment, variation, modification, termination or cancellation of any agreements of Company involving an expenditure, or a commitment by Company (whether or not such commitment can be cancelled with or without penalty to the Company) having a value in accordance with the levels set in Appendix C of the Joint Venture Agreement, Table of Financial Authorities;
(g) the entry into, amendment, variation, modification, termination or cancellation of any contracts of Company with the Government or a Government Corporation other than contracts entered into pursuant to the Project Services Agreement;
(h) approval of any new project, business or function beyond the operation of the Projects;
(i) a recommendation to the General Assembly to voluntarily wind up the Company.
(j) approval of any amendment to the Accounting Procedure;
(k) approval of the management and operating structure of Company;
(l) approval of, or any amendment to, the policies and practices developed by the company using the resources identified in Appendix B of the Joint Venture Agreement; and
(m) endorsement of the Work Program and Budgets prepared by Company on behalf of each of the Project Owners.
Article (31)
Board Minutes
The Board shall cause minutes to be kept of all resolutions and proceedings of meetings of the Board and those attending such meetings. Such minutes, insofar as they relate to any matter in respect of which a Shareholder through its appointed Director(s) is entitled to participate and vote, shall be made available to such Shareholder and Director(s).
Articles (32)
Appointment of Chairman and Vice Chairman
QP shall be entitled to appoint the Chairman of the Board and the Vice-Chairman of the board from among the Directors appointed by it pursuant to Article 22. The Directors so appointed shall serve in their respective capacities for terms of two years from the dates of their appointment (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 Vice Chairman shall also serve in that capacity for the balance of that term). Any Director appointed Chairman or Vice Chairman pursuant to this Article 32 may be re-appointed to that position. The Chairman shall be responsible for preparing and issuing notice of all meetings of the Board pursuant to Article 24. and further determining whether a quorum is present prior to calling a Board meeting to order. In the absence of the Chairman, the Vice-Chairman shall undertake the duties of the Chairman.
Article (33)
Role of Chairman and Vice Chairman
The Chairman shall be the head of the Company, shall represent the Company toward Third Parties, and his signature shall be regarded by Third Parties as indicating approval by the Board of any transaction to which it relates. The Vice Chairman shall substitute for the Chairman in his absence. The Chairman, or in his absence the Vice Chairman, 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. The Chairman, Vice Chairman and each such Director shall be bound and act in accordance with these Articles and with all resolutions of the Board.
Article (34)
Managing Director
34.1 Appointment
The Board shall appoint from among the directors an individual to serve as the Managing Director (hereinafter referred to as the "Managing Director") of the Company. The selection of the individual to be so appointed, and the right to remove such individual, shall be pursuant to the Joint Venture Agreement. For a period to be specified in the Joint Venture Agreement, ExxonMobil shall select the individual to be so appointed and shall have the right to remove such individual with or without cause and to select an individual to replace such individual upon his death, resignation or removal; provided, however, that any such individual so appointed may at any time be removed from office, for cause, by the Board.
34.2 Authority
34.2.1 Except for those matters required by the Articles or this Agreement to be decided by the Participants or the Directors, the management, direction and operation of the Company shall be undertaken by the Managing Director and all matters arising for decision in the course of business shall be decided by the Managing Director. 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.
34.2.2 The Managing Director shall prepare for Board approval the management, operating structure, headcount and staffing requirements for the Company. The Managing Director shall have the authority to select the personnel for the Company, using direct hires, secondees, or contractors.
Article (35)
Board to Appoint Secretary
The Managing Director shall nominate the secretary of the Board for approval by the Board. The appointed Secretary shall serve for terms of two years from the date of appointment. In the event of a vacancy created by the death, resignation or removal of the Secretary, the individual appointed to fill a vacancy shall also serve in that capacity for the balance of that term.
Article (36)
Remuneration of Directors
The Directors shall be paid such remuneration as may be determined by a resolution of the General Assembly. The travel and accommodation costs of Directors (and their alternates and proxies) in attending meetings shall be reimbursed.
CHAPTER FOUR
THE GENERAL ASSEMBLY
Article (37)
Ordinary General Assembly
37.1 Time and Procedure for Convening
The General Assembly shall be convened at least once in each year. It shall be convened at such other times as are permitted or required by the Articles. The procedures to be followed for convening and conducting the General Assembly shall be those set forth in this Section 37.1 and in the Articles.
37.2 Quorum
The quorum for a General Assembly shall be Shareholders present in person or represented by proxy holding more than seventy percent (70%) in nominal value of the Shares entitled to be present and vote at the General Assembly and shall always include the presence of both QP and EXXONMOBIL representatives either in person or by proxy. If a quorum is not present at the time appointed for a General Assembly the meeting shall be adjourned and rescheduled to the same time and place in the next week (unless the same shall be a public holiday, in which case it shall be adjourned and rescheduled to the next business day after such holiday at the same time and place).
37.3 Voting on Resolutions
All resolutions of the Shareholders shall be passed by unanimous vote of the Shareholders present and entitled to vote at the meeting. Resolutions may also be adopted without a meeting by means of an entry in the Company's minute book signed by all the Shareholders entitled to vote thereon.
Article (38)
Proxy of Corporate Shareholder
Any Shareholder that is a company may authorize any person to act as its representative at any General Assembly, and the person so authorized shall be entitled to exercise the same power on behalf of the Shareholder he represents as that Shareholder could itself exercise.
Article (39)
Resolutions Binding
The Board shall cause minutes to be kept of all resolutions 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. 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 favor of such resolution.
Article (40)
Resolutions in Writing,
A resolution in writing signed by all the Shareholders entitled to vote thereon shall be as valid and effective as if it had been passed at a General Assembly duly convened and held. Any such resolution may consist of an entry in the Company's minute book signed by all the Shareholders entitled to vote thereon and may consist of separate documents in identical form collectively signed by all the Shareholders entitled to vote thereon. Each such signature may be given personally or by a representative appointed pursuant to Article 47.
CHAPTER FIVE
AUDITING
Article (41)
Auditors
The Company shall appoint as auditors a reputable internationally recognized firm of independent accountants registered to do business in the State of Qatar. The auditors shall have full access to the books and records of the Company and shall provide the Company and the Participants with a report on its accounts in accordance with internationally accepted accounting principles. This report shall include a statement to the Participants regarding the strength of internal controls of the Company and shall be issued within 120 days after the end of each year. The auditors shall undertake, as part of their responsibilities to the Company, to provide any information reasonably requested of them by the Participants.
Article (42)
Fiscal Year
The Company's first fiscal year shall commence on the date of its establishment and shall end on December 31 of the same year. Thereafter, the fiscal year shall commence on January 1 and end on December 31 of each year.
CHAPTER SIX
FINANCE OF THE COMPANY
Article (43)
Books of Account
The Board shall cause to be kept and maintained proper books of account and records which shall be prepared in Dollars and shall give a true and fair view of the Company's affairs and transactions.
Article (44)
Access to Books of Account
The books of account shall be kept at the head office of the Company in Qatar. The Shareholders and their auditors and the Directors shall have full access to the books, personnel and all records of the Company at all reasonable times. Such access by the Shareholders shall include personnel records, correspondence, instructions, receipts, vouchers, and memoranda necessary to determine the accuracy of the accounting entries made in the books of the Company in conducting its duties and business in Qatar. The Shareholders shall use reasonable efforts to coordinate their audit schedules and programs with other Shareholders and the auditors referred to in Article 50.
Article (45)
Presentation of Accounts to Shareholders
The Board shall from time to time cause to be prepared and to be laid before each General Assembly balance sheets, accounts and reports relating to the financial status and affairs of the Company during the immediately preceding year and a report of the Company's auditors thereon. Subject to any confidentiality arrangements entered into by or among the Shareholders, such balance sheets, accounts and reports shall be circulated to the Shareholders with the notice convening the General Assembly.
Article (46)
Compulsory and Discretionary Reserves
The Company shall allocate ten percent of the profit for each year or quarter to compuisory reserves until such reserves amount to One Thousand Dollars ($1,000).
Article (47)
Accounting Principles
The accounting principles to be adopted by the Company shall be approved by the Board in accordance with the provisions of the Joint Venture Agreement.
CHAPTER SEVEN
WINDING UP, LIQUIDATION AND DISSOLUTION OF THE COMPANY
Article (48)
Winding Up Events
If the Company loses half of its issued share capital, the Board shall convene an General Assembly to decide whether to wind up the Company, to reduce its Share Capital or to take any other appropriate action.
Article (49)
Winding Up
The Company shall be wound up upon the occurrence of any of the following events:
(a) the expiry of the period fixed for the duration of the Company, including any extension approved pursuant to Article 5 of the Memorandum of Association;
(b) (i) the passing by the Board of a Special Resolution recommending the winding up of the Company and the adoption of such resolution by the requisite vote at a General Assembly or
(ii) if the Company has lost one half of its share capital, the adoption of a resolution to wind up the Company at a General Assembly by Special Resolution; or
(c) the issue of a court order dissolving the Company.
Any resolution of a General Assembly to wind up the Company shall appoint and define the powers of the liquidator and specify the manner of liquidation.
Article (50)
Authority of Board to Cease
The authority of the Board shall cease report the passing of a resolution by a General Assembly as provided in paragraph (b) of Article 49.
Article (51)
Authority of General Assembly to Continue
The authority of the General Assembly shall remain until the Company is dissolved.
CHAPTER EIGHT
MISCELLANEOUS PROVISIONS
Article (52)
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, and no Director or other officer of the Company shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his office or in relation thereto save in all cases for acts or omissions of negligence or malfeasance on the part of any such person as aforesaid.
Article (53)
Notices
53.1 Form
All notices and other communications given or made under these Articles shall be in writing in the English language and shall be determined to have been properly given or made if (a) personally handed to an authorized representative of the person to whom given, (b) sent by postage prepaid, registered (return receipt requested) mail (airmail if international), or (c) transmitted by facsimile with confirmation of receipt, in each case to a person at its address for service set out below (or at such other address in the same country as it may have notified for the purposes hereof to the other persons in accordance with this Article 53.1), such addresses in the case of QP and ExxonMobil being as follows:
If to QP:
Qatar Petroleum
P.O. Box 3212
Doha
QATAR
Attention: Managing Director
Facsimile No. [974] 483 1572
If to ExxonMobil:
ExxonMobil Development Company
P.O. Box 4876
Houston, TX 77210-4876
U.S.A
Attention: Vice President Middle East
Facsimile No. [1] 281-423-4220
With a copy to:
Mobil Oil Qatar Inc.
P.O. Box 22500
Attention: Production Manager
Facsimile No. [974] 434-9333
53.2 Effectiveness
Notices and other communications given in accordance with Article 53.1 shall be effective (a) on receipt by the addressee if personally delivered or transmitted by mail, and (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.
Article (54)
Commercial Companies Law to Apply for Matters not Covered by Articles
The Memorandum of Association, these Articles, Joint Venture Agreement, and to the extent expressly referenced the Services Agreement, shall govern the Company and, in relation to those matters not covered by suchs, the provisions of Law No.11 of 1981 concerning Commercial Companies shall apply to the Company
Article (55)
Definitions and Interpretation
55.1 Definitions
In the Memorandum of Association and in these Articles, the words and phrases set forth below have the meanings assigned to them as follows:
"AFE" means an authorization for expenditure.
"Affiliate"
(a) in relation to ExxonMobil, means ExxonMobil's ultimate parent company and any company in which such company 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.
(b) in relation to QP means (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
(c) in relation to any company not covered by paragraphs (a) or (b) of this definition, means 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 Budget" has the meaning ascribed to it in Article 30.2;
"Board" means, in respect of any given matter, the Board of Directors of the Company consisting of the Directors appointed by QP and ExxonMobil;
"Cash Call" means a call by the Company for the provision of cash from the LNG and EGU Projects to meet expenditure requirements under the Services Agreement;
"Condensate" means a hydrocarbon product separated or condensed from Gas and consisting predominantly of pentanes and heavier components and having a Reid Vapor Pressure not in excess of 14.7 pounds per square inch absolute at 100° Fahrenheit;
"Director" means a member of the Board duly appointed in accordance with these Articles of Association;
"EGU" means the Enhanced Gas Utilization project;
"ExxonMobil" means Mobil QM Gas Inc., a corporation organized under the laws of the State of Delaware in the United States of America;
"Gas" means natural gas and all of its constituent elements and all non-hydrocarbon substances therein;
"General Assembly" means a meeting of the Shareholders convened in accordance with these Articles of Association 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, 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;
"Government - Owned Facilities" means facilities owned or operated by the Government, QP or another Government Corporation, including port or other facilities at Ras Laffan;
"Joint Venture Agreement" means the Joint Venture Agreement to be entered into between QP and ExxonMobil as described in Article 1 of the Memorandum of Association.;
"LNG" means liquefied natural gas, which is Gas that has been processed and brought to a liquid state at or below its boiling point temperature and at a pressure of approximately one atmosphere;
"LNG and EGU Projects" mean Ras Laffan Liquefied Natural Gas Company Limited, Ras Laffan Liquefied Natural Gas Company Limited II, and the EGU;
"LNG Plant" means the plant and all associated facilities to be designed, engineered, constructed and operated by the Company for the manufacture of LNG and other Petroleum Products, and may include (but shall not be limited to) the following: the number of LNG trains required to produce the quantity LNG required from time to time by the Company; LPG separation and fractionation facilities; storage facilities for LNG, LPG, propane, butane, NGLs and other Petroleum Products; pipelines; racks; sulphur recovery units; loading and export facilities that may be required in addition to those included in Government - Owned Facilities at Ras Laffan; treating and processing facilities; transport facilities; on-site utilities, including power, water and wastewater treating; cooling water systems; maintenance shops; offices and warehouses; slug catcher and plant flares; communications equipment and systems; equipment for maintenance and operation; as well as all related equipment and facilities, including any expansions, replacements, improvements and additions thereto, all to be owned by the Company;
"LPG" means liquefied petroleum gas, which is propane or butane or as the context requires, both propane and butane;
"Managing Director" has the meaning ascribed to it in Article 34;
"Memorandum of Association" means the Memorandum of Association of RasGas Company Limited;
"NGL" means natural gas liquids, which are a mixture predominantly of hydrocarbons that have been produced with Gas, or separated, or fractionated from Condensate, and processed in order to remove hydrocarbons for LNG production;
"North Field" means the arc largely underlying the north eastern territorial waters of the State of Qatar; composed of four reservoir units of the Permo-triassic Khuff Formation covering a productive area of approximately 6,000 square kilometers. The top of the Khuff Formation lies at approximately 2,400 meters below the sea bed and the formation extends to approximately 3,700 meters below the sea bed;
"Petroleum" and "Petroleum Products" means Condensate, Gas, NGLs, LNG, LPG and all other hydrocarbons, including crude oil, and sulphur, and all other non-hydrocarbon substances, that are produced from the Contract Formation in the Contract Location or derived from such production;
"QP" means Qatar Petroleum, a corporation organized and existing under the laws of the State of Qatar;
"Shareholder" means any person whose name is listed as a shareholder in the register of Shareholder of the company pursuant to the provisions of Article 11;
"Shares" has the meaning ascribed to it in Article 6;
"Special Resolution" has the meaning ascribed to it in Article 30.4;
"Wholly-Owned Affiliate" means an affiliate in which the percentage of shareholding or equity share capital is 100%.
55.2 Interpretation
55..2.1 Generic Terminology
a "year" means a calendar year in the Gregorian calendar;
a "day" means a period of twenty-four consecutive hours beginning immediately after midnight;
a "business day" means any day which is neither a Friday nor a public holiday in the State of Qatar;
a "company" means an incorporated limited liability company, corporation or partnership;
a "including" shall be construed as "including without limitation”;
a "month" means a calendar month in the Gregorian calendar;
a "person" includes any individual, company, corporation, firm, partnership, joint venture or association, whether a body corporate or an unincorporated association of persons; and
a "ton" means one metric tonne, which is 1,000 kilograms.
55.2.2 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.
55.2.3 Descriptive Headings
The descriptive headings of the Articles in these Articles of Association as well as the Cover Page and Table of Contents hereof 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 of Association.
55.2.4 References to Articles
References to Articles are to these Articles of Association unless otherwise specified.
55.2.5 Currency
Amounts preceded by the symbol “$” refer to amounts in the currency of the United States of America (which currency is also referred to herein as “Dollars”)
Signed in Doha as of this -----------------, corresponding to the ---------- day of --------------- 2001
QATAR PETROLEUM
By
Name:
Title:
MOBIL QM GAS INC. CORPORATION
Name: Title: