A. Pure Health Holding was established as a limited liability company on 26/07/2021.
B. On October 20, 2023, the general assembly of the Company resolved pursuant to a special resolution to approve the conversion of the legal form of the Company into public joint stock company and list its shares in Abu Dhabi Securities Exchange.
C. Accordingly, these Articles of Association (“Articles of Association”) were made between the persons whose names are shown in the attached schedule on the date on which the Notary Public has notarized it, in the Emirate of Abu Dhabi in the United Arab Emirates:
It has been agreed as follows:
Conversion of the Company
1.1 The Company was incorporated in the form of a limited liability company, and a unanimous resolution of the general assembly of the Company was issued providing for the conversion of the legal form of the Company in public joint stock company.
2.1 In these articles of association, the following expressions shall have the meanings opposite thereto, unless nothing in the context indicates otherwise:
• “Accumulative Voting”: means that each shareholder has a number of votes equal to the number of shares he owns, so that he votes thereby for one nominee for the membership of the Board of Directors, or distribute them among nominees of his choice, provided that the number of votes granted to his chosen nominees not exceed the number of votes in his possession in all cases.
• “Authority”: means the UAE Securities and Commodities Authority.
• “Board of Directors”: means the Board of Directors of the Company.
• “Commercial Register”: means the Commercial Register of Companies retained with the Competent Authority.
• “Companies Law”: The Federal Decree Law No. (32) of (2021) concerning Commercial Companies, as amended, supplemented, substituted or wholly re-enacted by subsequent laws and any other law amending or subrogating thereto in the future.
• “Competent Authority”: means the Department of Economic Development in the emirate of Abu Dhabi.
• “Country”: means the United Arab Emirates (UAE).
• “Governance Controls”: means the other set of controls and rules which achieve the corporate discipline of the Company’s relations and management in accordance with the international standards and manners through the identification of duties and responsibilities of the members of the Board of Directors and the Senior Executive Management, taking into account protecting the rights of the shareholders and stakeholders.
• “Market”: means the Abu Dhabi Securities Exchange licensed in the Country by the Authority, in which the name of the Company has been listed therein.
• “Special Resolution”: means the resolution issued by a majority of votes of shareholders who own at least not less than three quarters (3/4) of the shares represented in the meeting of the General Assembly.
• “Related Parties”: means the Chairman and members of the Board of Directors, members of the Senior Executive Management of the Company and its staff, and the companies in which any one of those has subscription in no less than 30% of its capital, as well as the affiliate, sister or allied companies, and all related parties considered as such, as stated by the law (from time to time).
Name of the Company
The name of the Company is “Pure Health Holding PJSC”, a public joint-stock company, hereinafter referred to as the “Company”.
The Company’s head office and its legal seat shall be in the Emirate of Abu Dhabi, and the Board of Directors may constitute branches and offices thereto inside and outside the country.
Term of the Company
The term determined for the Company is (99) ninety nine Gregorian years, started from the date of its registration at the Commercial Register with the Competent Authority, and thereafter this term shall be renewed automatically for similar and successive periods, unless a Special Resolution by the General Assembly is issued for amending or terminating the Company’s term.
Objects of the Company
6.1 The objectives of the Company shall be consistent with the laws and regulation in force within the Country.
6.2 The Company’s objects are:
(a) commercial enterprises investment, institution and management;
(b) health services enterprises investment, institution and management;
(c) industrial enterprises investment, institution and management;
(d) agricultural enterprises investment, institution and management;
(e) own real property, movable property, and assets necessary for achieving its objects;
(f) acquiring shares or interests in the joint-stock and limited liability companies;
(g) providing loans, collaterals, and financing for the affiliate companies;
(h) managing its affiliate companies;
(i) acquiring intellectual property rights, patents, trademarks, industrial drawings and models, or concession rights and renting hereof to its affiliated or other companies.
6.3 The Company may, seeking to achieve its abovementioned objectives, take up the following activities, whether inside the Country or abroad:
(a) acquire, subscribe or own other shares, interests or rights in companies, or projects operating in a field pertaining to the Company’s objects or to any expansion to the Company or its other business; or engage in business similar to the one it undertakes, or those which help the Company, and to finance those companies, or projects;
(b) establish affiliated companies inside and outside the Country and authorize thereto the powers and authorities that the Company deems appropriate or necessary for any purposes in connection with its objects or any expansion or business thereof;
(c) participate with others in establishing other companies, partnerships or entities;
(d) engage in any business or activity, or take up anything of whatsoever nature which may connect or relate to any of the Company’s objects or enhance directly or indirectly the value of all or any of the Company’s projects, properties or assets, or otherwise increase its profitability or promote its interests;
(e) enter into agreements with banks, financial institutions and credit agencies in connection with financing the Company’s business and activities, including, without limitation, issuing guarantees and granting collaterals on its assets, including its shares or stock, or the shares, interests or assets of its affiliate companies, and concluding contracts in favour of third parties in connection with the Company’s objects or any expansion thereto, including, without limitation, issuing guarantees or granting indemnity bonds, or working as a guarantor, or other than what is stated above, to guarantee the obligations of the Company’s subsidiaries, with or without a charge, mortgage or otherwise, create a lien over the whole or any part of the Company, its assets, or the shares, interests, or assets of its affiliated companies for the purpose of guaranteeing its obligations or the obligations of its affiliated companies in any way;
(f) conclude any contracts or agreements required to implement the objectives of the Company, including the conclusion of construction, operation, management, maintenance, purchase and sale contracts (including contracts to buy and sell shares and interests), or agreements related to the management of companies involved in the creation, development, operation, or maintenance of any of the Company’s facilities, or in the field of any associated dependency services, or agreements related to the establishment, development, operation, and maintenance of facilities owned by those companies in addition to the money borrowing agreements;
(g) issue and sale of new shares in the Company or any shares or in interests in any Subsidiary or Affiliated Company;
(h) appoint any attorney or attorneys, in any part of the world, at the Company’s expense and payment of their fees, whether they are lawyers, bankers, accountants, consultants, engineers, managers or otherwise, to do any act or work required to be made or done to achieve the Company’s objects, including the receipt and payment of any amount or signing any documents; and
(i) engage in any business or activity, or take up anything of whatsoever nature which the Board may find achievable and may connect or relate to any of the Company’s business or enhance directly or indirectly the value of all or any of the Company’s projects, properties or assets, or otherwise increase its profitability or promote its interests or the interests of its shareholders.
6.4 In addition to the powers described hereinabove, the Company shall have absolute and total authority to take all the suitable and required procedures to achieve and implement its objects, and to contribute or cooperate, in any way to, with other companies, organizations or authorities as long as they are engaged in similar business, in the Country or abroad.
6.5 The Company may not practice its activities except through its affiliate companies, nor is it permitted to perform any activity for which a license is required from the supervisory authority overseeing the activity inside or outside the Country except after obtaining the license from that authority.
7.1 The issued capital of the Company was determined at the amount of (11,111,111,111) eleven billion one hundred eleven million one hundred eleven thousand and one hundred and eleven, UAE Dirhams, divided into (11,111,111,111) eleven billion one hundred eleven million one hundred eleven thousand and one hundred and eleven shares of nominal value of (1) one Dirham for each fully paid share, and all the Company’s shares shall be of equal ranking to one another in the rights and obligations.
All of the Company’s shares shall be nominal and there is constraint or cap on the percentage of shareholding by non-UAE nationals.
Shareholders Obligation Towards the Company
The shareholders are not bound by any obligations or losses on the Company except within the limits of their shareholding in the Company.
Commitment to Articles of Association and the Resolutions
of the General Assembly
Shareholding shall require acceptance by the shareholder of the Company’s Articles of Association and the resolutions of its General Assembly, and he may not request to recover back his shareholding in the capital.
Shares are Indivisible
11.1 A share shall be indivisible (except for the nominal dividing), however, should the share ownership descend to a number of heirs, or became owned by several persons, they must choose from amongst themselves someone who will represent them towards the Company, and those persons shall be jointly responsible for the obligations arising from the share ownership. In case of non-agreement to choose a representative, anyone of them may resort to the competent court to appoint him, and the Company and the Market will be notified with the court decision in this regard.
11.2 The Company shall, by a Special Resolution, have the right to divide the nominal value of the share, provided that this be after the Authority approval, and the new nominal value of the share shall not be less than one dirham.
Each share grants its owner the right to a share equal to the share of others without discrimination in the ownership of the Company’s assets upon liquidation and in the profits hereafter outlined, attending the General Assembly sessions and voting on its resolutions.
Disposition of shares
The Company shall follow the laws, regulations, and decisions in force in the Market regarding the Company’s shares issuing, registering, trading, transferring their ownership and mortgaging, and arranging any rights thereon. No assignment, disposal, or mortgaging of the Company’s shares may in any way be registered, if the assignment, disposal, or mortgage would violate the provisions of this Articles of Association.
Heirs or Creditors to the Shareholder
14.1 In the event of death of a natural shareholder, his heir shall be the only person who the Company agrees for him to have property rights or interest in the shares of the deceased, and he has the right to profits and other privileges which the deceased had a right therein. The heir, after registering him in the Company in accordance with the provisions of this Articles of Association, shall have the same rights that the deceased enjoyed with respect to these shares. The estate of the deceased shareholder shall not be exempt from any obligation in respect of any share he possessed at the time of death.
14.2 Any person who becomes entitled to any shares in the Company, as a result of the death or bankruptcy of any shareholder, or by a seizure order issued by any competent court, must, within (30) thirty days:
(a) provide the Board of Directors with the evidence of such right; and
(b) choose whether to be registered as a shareholder, or to nominate a person to be registered as a shareholder with regards to that share, without prejudice to the regulation in force at the Market at the time of death, bankruptcy or issuance of the seizure order.
14.3 The heirs of the shareholder or his creditors may not, in any pretext, request that the seals be placed on the books of the Company or its properties, nor to require them to be divided or sold altogether due to the inability to divide, nor to interfere in any way whatsoever in the management of the Company, and when using their rights, they must rely on the Company’s inventory lists, its final accounts and the resolutions of its General Assemblies.
Capital Increase or Reduction
15.1 The Company may, after having its issued share capital fully paid, by a Special Resolution increase its issued share capital. The Board must implement the resolution of capital increase within (3) three years from the date on which the resolution is passed otherwise such resolution shall be deemed null and void in respect of the amount of increase that has not been completed within such period. The resolution to increase the issued share capital shall determine the amount of capital increase and the price at which new shares are issued. In the event that the issued share capital is increased by way of in-kind contribution, the valuation of such in-kind contribution must be in line with the provisions of the Companies Law and the requirements issued by the Authority in respect of the valuation.
15.2 Capital increase shares shall be issued at nominal value of the existing shares. However, the Company may, by Special Resolution and after obtaining the approval of the Authority, resolve to:
(a) add a premium to the nominal value of the shares and determine such in the event where the market value of the shares is more than the nominal value. The premium will be added to the legal reserve even if such addition results in the legal reserve amount exceeding half of the amount of shares capital;
(b) grant a discount to the nominal value of shares and determine the amount of such discount in the event that the market value of the shares is less than the nominal value. In such event, there shall be a negative reserve recorded on the equity in the financial statements and such negative reserve shall be financed through deductions from the future profits of the Company and such deductions shall be made before approving any payment of dividends.
The Company must provide the Authority with a report issued by an independent financial advisor approved by the Authority wherein such advisor determines the methods of calculation of the premium or discount as the case may be.
15.3 The shareholders shall have the priority right to subscribe to the new shares, and the rules for subscription to the original shares shall apply to subscribing to these shares. The following shall be excluded from the priority right to subscribe to the new shares subject to the provisions of the Companies Law and the regulation issued by the Authority:
(a) the entering of a strategic partner;
(b) the converting of bonds or Sukok issued by the Company into shares therein;
(c) issuing shares in accordance with the Company’s employee motivation program;
(d) converting cash debts into shares in the Company’s capital;
(e) merging with other company; and
(f) increasing the Company’s capital as a result of acquiring existing companies.
In all the above mentioned cases, it is necessary to:
(a) obtain the approval of the Authority;
(b) issue a Special Resolution from the General Assembly; and
(c) fulfil the conditions and controls issued by the Authority in this regard.
Shareholders Right to Inspect the Company’s Books and Documents
The shareholder has the right to view the Company’s books and documents, as well as any documents or instruments related to a deal that the Company has concluded with one of the Related Parties, by permission of the Board of Directors or by a resolution of the General Assembly.
Loan Deeds or Bonds
Issuance of Loan Deeds or Bonds
The Company may, according to a Special Resolution issued by its General Assembly, after the approval of the Authority, resolve to issue loan deeds of any type, or Islamic bonds. The resolution shall indicate the value of the deeds or bonds, the terms of their issuance and the extent of their convertibility into shares, and it may issue a resolution authorizing the Board of Directors to determine the date of issuance of the deeds or the bonds.
Bonds and Deeds Trading
18.1 The Company may, according to a special resolution issued by its General Assembly, after the approval of the Authority, issue negotiable deeds or bonds, whether or not they were convertible to shares of equal value in the Company for each issuance, and the Company may issue a resolution authorizing the Board of Directors to determine the date of issuance of the deeds or the bonds.
18.2 The Company may issue negotiable deeds or bonds, whether or not they are convertible to shares of equal value in the Company for each issuance, and a deed or bond shall be nominal and deeds and bonds may not be issued to their holder.
18.3 The deeds or bonds issued on the occasion of a single loan shall give their owners equal rights, and every condition contradictory thereof shall be null and void.
Deeds or Bonds Convertible into Shares
Deeds or bonds may not be converted into shares unless so stipulated in the agreements, documents or issuance prospectus, and if the conversion is decided, the owner of the bond or deed alone has the right to accept the conversion or receive the nominal value of the bond or deed unless agreements, documents or issuance prospectus contains mandatory conversion of shares. In this case, the bonds or deeds should be converted to shares based on the prior approval of both parties upon issuance.
The Company Board of Directors
The Company shall be managed by a Board of Directors comprising of five (5) members to be elected by the General Assembly of the shareholders through the accumulative secret voting.
Term of Membership of the Board of Directors
21.1 The Term of the Board of shall be three (3) calendar years starting from the date of appointment or election. At the end of that period the Board is reconstituted, and members whose membership term has expired may be re-elected for new periods.
21.2 If the position becomes vacant, the Board of Directors may appoint a member to fill the vacant position within (30) thirty days, provided that it presents such appointment to the General Assembly in its first meeting to approve their appointment, or the appointment of other members and the member shall complete the term of his predecessor.
21.3 If the vacant positions equal a quarter, or more of the total number of Board members, the Board must invite the General Assembly to convene within (30) thirty days from the date of vacancy of the last vacancy to elect who fill those positions, and every case, the new member shall complete the term of his predecessor.
21.4 The Company shall have a rapporteur for the Board of Directors, and it may not be one of its members.
21.5 The position of member of the Board of Directors becomes vacant in the event of the following cases:
(a) the member dies or suffers from symptoms of eligibility or if the member becomes otherwise unable to perform his duties as a member of the Board of Directors;
(b) the member is convicted with a crime against honor or honesty by a final court ruling;
(c) the member declares bankruptcy or ceases payment of his commercial debts, even if this is not accompanied by declaring bankruptcy;
(d) the membership is in violation of the Commercial Companies Law;
(e) the member resigns from his position by a written notification sent to the Company in this regard;
(f) the Term of his membership expires, and the member has not been re-elected; or
(g) the member fails to attend three consecutive or five intermittent sessions, during the term of the Board of Directors without an excuse acceptable to the Board.
21.6 If it is resolved to remove a member of the Board of Directors, It is not permissible to re-nominate him for membership in the Board before the lapse of three years from the date of his removal.
Board Membership Nomination Requirements
22.1 A nominee for the membership of the Board of Directors shall provide the Company with the following:
(a) a resume explaining the practical experience, educational qualification, and the capacity he wishes to nominate himself to (executive / non-executive / independent);
(b) acknowledgment of his commitment to the provisions of the Companies Law, the decisions implementing thereof, and the Articles of Association of the Company, and that he will exert the care of the person keen to perform his work;
(c) a statement of the names of the companies and institutions in which he operates or occupies the membership of its boards of directors, as well as any work he does directly or indirectly that constitutes competition for the Company;
(d) a declaration of non-violation by the nominee of article (149) of the Companies Law;
(e) in the case of representatives of legal persons, an official letter from the legal person must be attached in which the names of its nominees for the Board membership are identified;
(f) a statement of the commercial companies which he contributes or participates in the ownership thereof and the number of shares or stocks therein;
Election of the Board Chairman and Vice-Chairman
23.1 The Board of Directors shall elect from among its members a Chairman and a Vice-Chairman, and the latter takes place of Chairman in case of his absence or anything preventing him from acting.
23.2 The Board of Directors has the right to elect from among its members a Managing Director, and the Board shall determine its powers and remunerations. It may also constitute, from among its members, one or more committees that are entrusted with monitoring the work progress of the Company and implementing the resolutions of the Board of Directors.
Powers of the Board of Directors
24.1 The Board of Directors shall have all the powers to manage the Company and to do all acts on its behalf as authorized to be done thereby, and to exercise all powers requested to achieve its objects, and such powers and authorities shall only be restricted by what has been reserved by the Companies Law; the Articles of Association; or decisions of the General Assembly. The Board of Directors has been expressly authorized, for the purposes of Article 154 of the Companies Law, to enter into loan agreements for any period including a period in excess of 3 (three) years, to grant and obtain financial facilities and to invest in all avenues which are set forth in Article 6 of these Articles of Association and other avenues as the Board sees fit. The Board of Directors shall further be authorised to sell, lease, pledge and mortgage the Company’s movable and immovable assets of the Company, to release the liability of the Company’s debtors and to enter into settlements and conciliations and to agree arbitration.
24.2 The Board of Directors puts in place the regulations pertaining to financial and administrative affairs, and the policies regarding employees and their financial entitlements. It shall also set regulations for organizing its work and meetings and distribution of powers and responsibilities.
Representation of the Company
25.1 Each of the Chairman and any other member delegated by the Board shall have the right to solely sign on behalf of the Company.
25.2 The Chairman of the Board of Directors shall be the legal representative of the Company in front of the judiciary and in its relations with others.
25.3 The Chairman of the Board of Directors may delegate others to some of his powers.
25.4 The Board of Directors may not authorize the Chairman absolutely with all its capacities.
25.5 The Board of Directors may delegate third parties other than the members of the Board of Directors, to some of its powers.
Venue for the Board Meetings
The Board of Directors holds its meetings at the Company’s head office or in any other venue approved by the members of the Board of Directors.
Quorum for the Board Meetings and Voting on its Resolutions
27.1 A meeting of the Board of Directors shall only be valid with the attendance of the majority of its members in personattendance in person shall be satisfied if a Director is physically present or is present through video-conferencing or over the telephone or any other method as may be permitted by the Authority. A member of the Board of Directors may delegate another Board member to attend and vote for him, in which case a Board member may not be substituted by more than one member and the number of Board members present in person shall not be less than half the number of members of the Board and this member shall have two votes.
27.2 It is not permissible to vote by correspondence, and the proxy member must vote for the absent member according to what was specified in the mandate.
27.3 The resolutions of the Board of Directors shall be issued by a majority of the votes of the present and represented members, and if the votes are equal, the side from which the Chairman or whoever replaces him shall prevail.
27.4 Details of the matters considered, and the resolutions taken, including any reservations or dissenting opinions expressed by the members, shall be recorded in the minutes of meetings of the Board of Directors or its committees. All the members attending the meeting shall sign the minutes prior to their approval by the Board. Copies of the minutes of the meeting must be sent to the members of the Board of Directors for retention after being approved, and the minutes shall be kept by the Board rapporteur, and in case any of the members refrained from signing, his objection is to be fixed in the minutes, and the reasons to such objection shall be mentioned. Each of the signatories on such minutes shall be responsible for the validity of the information mentioned therein, and the Company shall commit to the controls issued by the Authority in this regard.
27.5 It is permissible to participate in the meetings of the Company’s Board of Directors through modern technology means in accordance with the procedures and controls issued by the Authority in this regard.
Board Meeting and the Invitation for Convening
28.1 The Board of Directors shall hold meetings at least four (4) times during the fiscal year.
28.2 The meeting shall be upon a written invitation by the Chairman of the Board of Directors, or upon a written request submitted by at least two (2) members of the Board and the invitation is addressed at least a week before the specified date along with the agenda.
Board Resolution by Circulation
29.1 In addition to the commitment of the Board of Directors to the minimum number of its meetings mentioned in Article (28) of this Articles of Association, the Board of Directors may issue some of its resolutions by circulation in emergency cases and such resolutions shall be considered valid and effective as if they were taken in a meeting that was called for and duly held and may consist of several counterparts in like form, each signed by one or more of the Directors, taking into account the following:
(a) Approval of the majority of Board members that the situation entailing the issuance of the resolution by circulation is an emergency situation.
(b) submission of the resolution in writing to all the Board members for approval, accompanied with all the documents and papers necessary for reviewing hereof;
(c) written approval by a majority shall be given to any of the resolutions of the Board issued by circulation, with the necessity of presenting it at the subsequent Board meeting in order to include it in the minutes of its meeting. However, resolutions by circulation are considered effective when a majority of the Board members sign them; and
29.2 a resolution by circulation shall not be considered a meeting, and the minimum number of the Board’s meetings, which is stipulated in Article (28) of these Articles of Association, shall be adhered to.
Participation in a Work Competitive to the Company by a Board Member
A member of the Board of Directors, without approval to be renewed annually from the General Assembly of the Company, may not participate in any work which would compete with the Company or trade for his account or for the account of others in one of the branches of activity that the Company is engaged in, and he may not disclose any information or data related to the Company, otherwise it may claim compensation or to consider the lucrative operations that he practiced for his account as if it were conducted for the Company.
Conflict of Interests
31.1 A member of the Board of Directors who has, or the side he represents in the Board has, a common or conflicting interest in a deal or dealing that is presented to the Board of Directors to take a resolution thereabout, he shall inform the Board about it and to evidence his declaration in the minutes of the session, and he may not participate in the special voting for the resolution issued regarding that process.
31.2 If a member of the Board of Directors fails to inform the Board in accordance with the provisions of clause 31.1 of this Article, the Company, or any of its shareholders, may apply to the competent court to annul the contract or compel the violating member to pay any profit or benefit accrued to him from the contract and return it to the Company.
Granting Loans to the Board Members
32.1 The Company may not provide loans to any of its members of the Board of Directors, hold guarantees, or provide any collaterals related to loans granted to them. and is considered a loan offered to a member of the Board of Directors in accordance with the provisions of the Companies Law, includes every loan offered to his spouse, children, or any of his to second degree relatives.
32.2 A loan may not be provided to a company in which a member of Board of Directors, spouse, or any of his up to second degree relatives owns more than (20%) twenty percent of its capital.
Dealing of Related Parties in the Company’s Securities
It is prohibited for any of the Related Parties to utilize information they obtained by virtue of membership on the Board of Directors or a position in the Company to achieve any other interest for him or for others, whatever the result, by dealing in the Company’s securities and other transactions, nor may any of them have a direct or indirect interest with any party that performs operations that are intended to make an impact on the prices of securities issued by the Company.
Deals with the Related Parties
The Company may only conclude deals with the Related Parties by approval of the Board of Directors which are not exceeding (5%) of the capital of the Company, and with the approval of the General Assembly in what is exceeding that. Deals exceeding in its value (5%) of the issued capital may only be concluded with the Related Parties after valuating them by a certified valuator in the Authority, and the auditor of the Company shall include in his report a statement of conflicts of interest and financial dealings that took place between the Company and any of the Related Parties and the measures taken in their regard.
Appointment of the CEO or the General Manager
The Board of Directors has the right to appoint a CEO or General Manager of the Company or several authorized directors or agents and determine their powers and conditions of services, salaries and bonuses, and the CEO or General Manager of the Company may not be a CEO or General Manager of another public joint-stock company.
Responsibility of Board Members for the Company’s Obligations
36.1 The members of the Board of Directors are not personally responsible in relation to the Company’s obligations resulting from the performance of their duties as members of the Board of Directors, to the extent that they do not exceed the limits of their powers.
36.2 The Company shall be bound by the activities carried out by the Board of Directors within the limits of its powers, and it shall also be accountable for compensation to any harm that arises from the wrongful acts that occur from the Chairman and members of the Board in the management of the Company.
Responsibility of the Board Members Towards the Company,
Shareholders and Third Parties
37.1 The members of the Board of Directors and the executive management are responsible towards the Company, the shareholders, and third parties for all acts of fraud and abuse of authority, and for every violation of the Companies Law and these Articles of Association, and every condition stipulating otherwise shall be void. The Company’s chief executive officer, his deputy, (if any) and everyone at the level of senior executive management who were personally appointed to their positions by the Board of Directors shall represent the senior executive management.
37.2 The responsibility stipulated in Clause 37.1 of this article rests with all members of the Board of Directors if the error results from a resolution issued by consensus, but if the respective resolution in question is issued by a majority, the opponents are not asked thereabout when they have proven their objection in the minutes of the session, If one of the members is absent from the session in which the resolution was issued, his responsibility will not be negated unless it is proven that he is not aware of the resolution or is aware thereof and he is unable to object thereto. The liability stipulated in clause 37.1 of this Article remains with the executive management if the error results from a resolution issued by executive management.
Remuneration of the Chairman and the Board of Directors
38.1 Remuneration of the Chairman and the members of the Board of Directors shall comprise a percentage of the net profit, provided that it does not exceed 10% of such profits in a financial year after deducting the depreciations and reserves. The Company may also pay additional expenses, fees, allowances or monthly salary to the Board members consistent to the polices proposed by the Nomination and Remuneration Committee, reviewed by the Board and approved by the General Assembly, that is where member is working in any committee, exerting special efforts, or undertaking additional works serving the Company over his regular duties as a member of the Board of Directors. No allowance shall be disbursed to the Board Chairman or members for attending the Board meetings.
38.2 The fines imposed on the Company by the Authority or the Competent Authority as a result of the members of the Board of Directors’ violations of the Companies Law or the Company’s articles of association during the concluded financial year shall be deducted from the remuneration of the members of the Board of Directors. The General Assembly may not deduct all or some of the fines if found that such fines were not resulted from defaults or negligence of the Board of Directors.
38.3 As an exception from the application of the provisions of Article (38.1) above and subject to the regulations issued by the Ministry in this regard, any member of the Board of Directors may be paid a lump sum fee not exceeding [AED 200,000] two hundred thousand Dirhams at the end of the financial year, provided that the General Assembly has approved the payment of such remuneration in the following cases:
(a) If the Company does not make any profit;
(b) If the Company makes a profit and the member’s share of those profits is less than AED 200,000 (two hundred thousand dirhams); and
(c) in which case, the Board Member may not receive both the remuneration and lump sum fee.
Removal of the Chairman and Board Members
The General Assembly shall have the right to remove all or some of the elected members of the Board of Directors and to open door for nomination as per the controls issued by the Authority in this regard and to elect new members to the Board of Directors instead of those who were removed. It is not permissible for a person who has been removed to re-nominate for membership in the Board before the lapse of three (3) years of his removal.
Meeting of the General Assembly
40.1 The General Assembly of the Company shall convene in the Emirate of Abu Dhabi or any other location determined by the Board of Directors in the Country. Each shareholder shall have the right to attend the General Assembly meetings, and he shall have the number of votes equivalent to the number of his shares, and whoever has the right to attend the General Assembly may delegate for himself whoever he chooses, other than the members of the Board of Directors. For the validity of the mandate, it must be according to the proxy bond approved by the Company to attend the General Assembly meetings or by a special POA duly authenticated before the notary public. In all cases, the number of shares held by the proxy, for a number of shareholders, in this capacity may not exceed (5%) five percent of the paid-up capital of the Company, and those who are legally incompetent and their representatives shall be legally represented. General Assembly meetings and shareholders’ participation and voting within such meeting may be conducted using electronic means that allow for remote participation, in accordance with the requirements set by the Authority.
40.2 The legal person may delegate one of his representatives or his administrators by a resolution issued by its Board of Directors or whoever in his place, to represent him in the Company’s General Assembly meetings, and the authorized person shall have the powers determined under the mandate resolution.
Announcement of Invitation to the General Assembly Meeting
After obtaining the Authority’s approval, invitation for the shareholders to attend the meetings of the General Assembly shall be announced in accordance with the decisions issued by the Authority, or by way of text and phone messages or e-mail (if any) subject to the conditions and regulations issued by the Authority in this regard at least twenty one (21) days before the date set for the meeting after obtaining the Authority approval. The invitation shall include the agenda for that meeting and a copy of the invitation papers shall be sent to the Authority and the Competent Authority on the date of sending the invitation.
Invitation to the General Assembly Meeting
42.1 The Board of Directors shall call for the General Assembly within the four (4) months following the end of the financial year, and also whenever it sees a need thereto.
42.2 The Authority, the auditor or one or more shareholders, who hold a minimum of at least (10%) of the Company’s capital may submit an application to the Board of Directors to hold a General Assembly, in which case, the Board of Directors must invite the General Assembly to convene within five (5) days from the date of submitting the application. The General Assembly shall be convened within thirty (30) days from the date of the meeting invite.
Competence of the Annual General Assembly
43.1 The Company’s annual General Assembly shall in particular have the Authority to consider and take resolution on the following matters:
(a) the Board of Director’s report regarding the Company’s activity and its financial position during the year and report of the auditors and ratifying thereof;
(b) the Company’s budget and the profit and loss account;
(c) election of the members of the Board of Directors as appropriate;
(d) appointment of the Company’s auditors and setting their remuneration;
(e) the Board of Director’s proposals regarding profit distributions, whether they were cash distributions or bonus shares;
(f) the proposal of the Board of Directors regarding the board member’s remuneration and determining thereof;
(g) discharging the members of the Board of Directors or dismissing them and filing a liability case against them, as appropriate; and
(h) discharging the auditors or dismissing them and filing a liability case against them, as appropriate.
Recording the Shareholders’ Attendance of the General Assembly
44.1 The shareholders who wish to attend the General Assembly shall register their names in the E-record prepared by the Company’s management for this purpose at the meeting place sufficiently ahead of the time specified for that meeting, and the record must include the name of the shareholder and the number of shares he represents and the names of their owners with the presentation of the proxy. The shareholder or the agent is given a card to attend the meeting stating the number of votes represented by originality and by proxy.
44.2 The shareholders’ record must include the name of the shareholder, or the person on his behalf, the number of shares he owns and the ones he represents, and the names of their owners with the presentation of the proxy. The shareholder or the agent is given a card to attend the meeting stating the number of votes represented by originality and by proxy.
44.3 A printed extract stating the number of shares represented in the meeting and the percentage of attendance shall be extracted from the shareholders’ record and be signed by each of the session rapporteur, the chairman of the meeting and the Company’s auditor.
44.4 Registration for attending the meetings of the General Assembly shall be closed when the chairman of the meeting announces that the quorum for that meeting is complete or incomplete, and it is not permissible after that to accept the registration of any shareholder or agent on his behalf to attend that meeting, and also it is not permissible to take into account his vote or his opinion on the matters raised in that meeting.
The Company shall have a register of shareholders who have the right to attend the Company’s General Assembly meeting and vote on its decisions in accordance with the system for trading, clearing, settlement, transfer of ownership, custody of securities and relevant rules prevailing in the Market.
Quorum for the General Assembly Meeting And Voting on the Resolution thereof
46.1 The General Assembly shall be competent to consider all matters related to the Company, and the quorum is achieved in a meeting of the General Assembly with the presence of shareholders who own or represent at least fifty percent (50%) of the Company’s capital, and if the quorum is not available at the first meeting, the General Assembly must be called for a second meeting held after a period of no less than five (5) days and not exceeding fifteen (15) days from the date of the first meeting, and the deferred meeting is be considered valid regardless of the number of those present.
(1) Save for resolutions to be issued by a special resolution, in accordance with the provisions of this Articles of Association or the Companies Law, resolutions of the General Assembly shall be issued with a majority of the shares represented in the meeting, and such resolutions shall be binding on all shareholders, whether they are present in, or absent from the meetings in which the resolutions have been issued, and whether they agree or object thereon. A copy of which shall be communicated to the Authority, the Market and the Competent Authority, in accordance with the controls issued to this regard.
Presiding over the General Assembly
and Transcribing the Minutes of the Meeting
47.1 The General Assembly shall be presided by the Chairman of the Company’s Board of Directors and in case of his absence, to be presided by his Vice-chairman. In the event of absence of both, it will be presided by any Board member chosen by the Board of Directors, and in the event the Board of Directors fails to choose a member, the General Assembly shall be presided by any one to be chosen by the General Assembly by voting by any means determined by the General Assembly, and if the General Assembly is looking into a matter related to the chairman of the meeting, whatever it is, the General Assembly must choose from among the shareholders someone who will preside the meeting during the discussion of this matter, and the chairman shall appoint poll collector, provided that the General Assembly approves his appointment.
47.2 Minutes of the General Assembly meeting must be executed and must include names of the attending shareholders, or the representatives thereof, the number of shares in their possession by originality or by proxy, the number of votes determined therefor, the issued resolutions, the number of votes approved or rejected thereby, and an adequate summary of the discussions that went on in the meeting.
47.3 Minutes of the General Assembly meetings shall be recorded regularly following every session in a special register for which the controls issued by a resolution from the Authority are to be followed, and every minutes shall be signed by the respective chairman of the meeting, its rapporteur, the poll collector and the auditor. All the signatories on the meetings minutes are responsible for the correctness of the data included therein.
Manner of Voting in the General Assembly Meeting
Voting in the General Assembly shall be in the manner determined by the chairman of the Assembly, unless the General Assembly has decided on a certain manner for voting. Voting must be by secret ballot if it relates to the election, dismissal or impeachment of Directors. A shareholder may vote electronically at a meeting of the General Assembly in accordance with the mechanism followed by the Market and as approved by the Authority.
Voting of the Board Members on the Resolutions of the General Assembly
49.1 Members of the Board of Directors are not allowed to participate in voting on the General Assembly resolutions that discharge them from responsibility for their management, or that which is relevant to a special benefit thereto, or connected with conflict of interests existing between them and the Company.
49.2 One who has the right to attend the meetings of the General Assembly may not participate in voting for himself or for whoever he represents in matters related to a special benefit or a disagreement existing between him and the Company.
Issuance of the Special Resolution
50.1 The General Assembly must issue a Special Resolution by the shareholders who own no less than three quarters of the shares represented in the meeting of the General Assembly of the Company, in the following cases:
(a) increase or reduction of the capital of the Company;
(b) changing the name of the Company;
(c) issuing loan deeds or bonds;
(d) provision of voluntary contributions for community service purposes;
(e) Company dissolution or merger with another company;
(f) selling the assets and stock for which the Company was created, or those that constitute an integral part of the Company’s objects, or otherwise disposal thereof;
(g) extending or shortening the term of the Company;
(h) amendment of the memorandum or Articles of Association;
(i) in all cases where the Companies Law requires issuing a special resolution;
(j) where the Company desires to sell fifty one percent (51%) or more of its assets whether the sale process will be in one deal, on in several deals, within one (1) year from the date of concluding the first deal or dealing;
(k) the entry of a strategic partner;
(l) converting cash debts into shares in the capital;
(m) issuing a program motivating the Company employees by owning shares therein;
(n) addition of any bonus to the nominal value of the share or the issuance of preference shares;
(o) incorporation of the reserve in the Company’s capital;
(p) dividing the nominal value of the Company’s shares;
(q) transformation of the Company;
(r) merger of the Company;
(s) extending the winding up period of the Company; or
(t) purchase by the Company of its own shares.
50.2 In any case, in accordance with the provision of article (139) of the Companies Law, the Company’s Board of Directors must obtain the prior approval from the Authority for issuance of the special resolution which will result in amendment to its memorandum and Articles of Association.
Inclusion of an Item on the Agenda of the General Assembly Meeting
51.1 The General Assembly may not deliberate matters not included in the agenda. However, the General Assembly has the right to deliberate the serious facts that are revealed during the meeting.
51.2 Excluding clause 51.1 of this article, an item may be included on the agenda of the General Assembly as per the following:
First – Before the meeting of the General Assembly and after the invitation has been published:
51.3 Shareholders shall have the right to submit a request to include a new item or items on the agenda of the General Assembly before the date of the General Assembly meeting, and after publishing the invitation, according to the following conditions:
(a) the inclusion request shall be submitted by a number of shareholders representing not less than five percent (5%) of the capital of the Company;
(b) the inclusion request shall be submitted to the Authority within five (5) days from the date the Company has published the invitation for the General Assembly;
(c) the new item shall be clear and specific and not contradictory to the provisions of the Companies Law or the decisions and regulations issued in implementation thereof;
(d) the application for inclusion shall be in writing and signed by its applicants; and
(e) the Company shall notify the shareholders of the application for the inclusion of the new item or items the same way in which the invitation to hold the General Assembly was addressed, or by any other way the Authority deems appropriate, that is at least five (5) days before the date set for convening the General Assembly, and the notification shall include the new item and the documents related thereto.
Second – During the meeting of the General Assembly:
51.4 During the meeting of the General Assembly, the shareholders shall have the right to submit an application for the inclusion of a new item or items on the agenda of the General Assembly, according to the following conditions:
(a) the application for inclusion shall be submitted by a number of shareholders representing five percent (5%) of the capital of the Company;
(b) the new item shall be clear and specific and not contradictory to the provisions of the Companies Law or the decisions and regulations issued in implementation thereof;
(c) the application for inclusion shall be in writing and signed by its applicants; and
(d) the application for inclusion shall be submitted to the chairman of the General Assembly meeting before starting to discuss the agenda.
51.5 The chairman of the General Assembly is obligated to agree to the inclusion of the item – once the conditions in Article 51.4 (A) to (D) above are met – and, in the event of his refusal, the applicants have the right to request presentation to the General Assembly to consider whether or not the item is included, that is before starting to discuss the agenda of the General Assembly and a vote on the inclusion is made by a majority of the shares represented at the meeting.
51.6 It is prohibited to include a new item on the agenda of the General Assembly in accordance with the provisions of Article 51.4 above in the following cases:
(a) if taking the resolution on the new item requires a special resolution to be issued by the General Assembly; or
(b) if the new item relates to the dismissal of all or some members of the Company’s Board of Directors.
Appointment of an Auditor
52.1 The Company shall have one or more auditors whom the General Assembly will appoint and determine his remuneration upon a nomination by the Board of Directors. The auditor shall be registered with the Authority and licensed for practicing his profession.
52.2 An auditor shall be appointed for a renewable year, and he shall monitor the accounts of the financial year for which he was appointed, provided that he shall not undertake the auditing process in the Company for a period exceeding (6) six consecutive financial years from the date of assuming his duties in the Company. In this case, the responsible Partner for auditing the Company shall be changed after the expiry of (3) three financial years.
52.3 The auditor shall assume his duties from the end of the meeting of that Assembly to the end of the next annual General Assembly meeting.
Obligations of the Auditor
53.1 An auditor shall observe the following:
(a) adhere to the provisions stipulated in the Companies Law, systems, decisions, and circulars implementing thereof;
(b) be independent from the Company and its Board of Directors;
(c) not combine the profession of an auditor with the capacity of a partner;
(d) not hold the position of a member of the Board of Directors or any technical, administrative, or executive position therein; and
(e) not be a partner or an agent of any of the Company’s founders, any of its Board members, or a relative of any of them up to second degree.
Powers of the Audit
54.1 The auditor shall have the right at all times to have access to all the Company’s books, records, documents and otherwise of the instruments and documents, and he may request explanations that he deems necessary to perform his job, and he may also verify the Company’s assets and obligations, and if he is unable to use these powers, he proves that in writing with report submitted to the Board of Directors. If the Board does not enable the auditor to perform his task, the auditor must send a copy of the report to the Authority and the Competent Authority and present it to the General Assembly.
54.2 The auditor shall assume auditing the Company’s accounts, examine the budget, profit, and loss account, review the Company’s deals with the Related Parties and observe the application of the provisions of the Companies Law and this system. He must report the results of this examination to the General Assembly and send a copy thereof to the Authority and the Competent Authority, and he must, when preparing his report, make sure of the following:
(a) the authenticity of the accounting records maintained by the Company; and
(b) the consistency of the Company’s accounts with the accounting records.
54.3 If facilities are not provided to the auditor to carry out his duties, he shall demonstrate this in a report he submits to the Board of Directors, and if the Board fails to facilitate the auditor’s task, he shall send a copy of the report to the Authority.
54.4 The affiliate company and its auditor shall commit to providing the information and explanations requested by the auditor of the parent or holding Company for auditing purposes.
Auditor’s Annual Report
55.1 The auditor shall submit to the General Assembly a report including the data and information provided for in the Companies Law, and he shall mention in his report, and also in the balance sheet of the Company, the voluntary contributions extended by the Company during the fiscal year for community service purposes (if any) and to identify the beneficiary entity of such contributions.
55.2 The auditor must attend the meeting of the General Assembly and recite his report therein, explaining any obstacles or intrusions of the Board of Directors that he faced during his performance of his job, and his report should be neutral and independent, and he should state his opinion in the meeting about all that is relevant to his job, particularly in the Company’s budget and his remarks on the Company’s accounts, its financial position and any violations thereat. The auditor shall be responsible for the correctness of the information contained in his report, and each shareholder, during the General Assembly session, has the right to discuss the auditor’s report and to inquire about what has been included therein.
55.3 The auditor has the right to receive all notifications and other correspondences related to any General Assembly, which every shareholder is entitled to receive.
56.1 The Company shall prepare regular accounts according to the international accounting standards so they reflect a true and fair picture of the Company’s profits and losses for the fiscal year and about its status at the end of the financial year, and the Company shall abide by any requirements provided for in the Companies Law or the decisions issued in implementation thereof.
56.2 The Company shall apply the international accounting principles and standards when preparing its interim and annual accounts and determining the distributable dividends.
Company’s Fiscal Year
The Company’s fiscal year begins from January 1st and ends in December 31st of every year, except for the first financial year which commenced from the date of registering the Company in the Commercial Register and ended on 31st December of the same year.
The Balance Sheet for the Fiscal Year
The balance sheet for the fiscal year must have been audited at least one (1) month before the annual meeting of the General Assembly, and the Board must prepare a report on the Company’s activity and financial position at the end of the fiscal year and the method it proposes to distribute the net profits and send a copy of the budget and profit and loss account with a copy of the auditor’s report, the report of the Board of Directors of the Company, and the corporate governance report to the Authority, along with attaching a draft of the annual General Assembly’s invitation to the Company’s shareholders to agree to publish the invitation in daily newspapers well in advance of the meeting of the General Assembly meeting, taking into account the provision of article (174) of the Companies Law regarding the publication of the General Assembly’s invitation twenty one (21) days before the date of the meeting.
Distribution of Dividends
59.1 The annual net profits of the Company are distributed, after deducting all overheads and other expenses, as follows:
(a) ten percent (10%) of the net profits shall be deducted and allocated to a legal reserve account. This deduction shall cease once the aggregate of the reserve reaches equivalent to fifty percent (50%) of the Company’s paid up capital, and if the reserve decreased from that percentage, the deduction shall be run back;
(b) the General Assembly may, upon a proposal by the Board of Directors, deduct a further percentage not exceeding ten percent (10%) allocated to constitute a statutory reserve, and such deduction may be halted by a resolution of the General Assembly according to the proposal by the Board of Directors. This reserve shall be used for purposes determined by the General Assembly according to a proposal by the Board of Directors;
(c) the General Assembly identifies the percentage of the net profits to be distributed to the shareholders, after deducting the legal reserve, provided that where the net profits of a certain year does make place for dividends distribution, no claim may be made therefor from the profits of subsequent years;
(d) a percentage not exceeding ten percent (10%) from the net profit of the ending fiscal year shall be allocated, after deducting reserves and depreciations, as a bonus for the Board members and the Board members suggest the bonus and present it to the General Assembly to consider it. Fines that may have been imposed on the Company by the Authority or the competent Authority due to violations by the Board of Directors or the Companies Law or the these Articles of Association during the ending fiscal year, shall be deducted from that bonus, and the General Assembly may not deduct these or some of these fines if it becomes clear to them that these fines are not the result of default or error from the Board of Directors; and
(e) the remainder of the net profits shall then be distributed to the shareholders or carried over to the coming year, under a suggestion by the Board of Directors, or allocated to create an optional reserve to be allocated for certain purposes and this may not be used for any other purposes unless by a resolution issued by the Company’s General Assembly.
Disposal of the Statutory and Optional Reserves
Disposal of the optional reserve is made under a resolution by the Board of Directors of the Company for aspects that achieve the Company’s interests, and the legal reserve may not be distributed to the shareholders, but it is permissible to use the increase in the legal reserve that is higher than half of the issued capital, to be distributed as dividends to the shareholders in the years where the Company do not achieve sufficient net profits to be distributed thereon.
Dividends shall be paid to the shareholders in accordance with the regulations, decisions and circulars issued by the Authority in this regard.
Abatement of Responsibility Cases
Any resolution by the General Assembly discharging the Board of Directors, does not result to the abatement of civil responsibility case against the Board members due to errors thereby in performing their task, and if the action causing responsibility was presented to the General Assembly and was ratified, the responsibility shall abate one (1) year after the date of convening of the General Assembly, however, if the action ascribed to the Board members was a criminal crime, the responsibility case will only drop by the abatement of the general case.
Company Dissolution and Liquidation
63.1 The Company shall be dissolved for any of the following reasons:
(a) expiry of the term specified in these Articles of Association, unless renewed as per the rules herein;
(b) fulfilment of the objectives for which the Company was established;
(c) depreciation of all or most of the assets in the Company in a way with which the investment with the rest will not be useful;
(d) company merger pursuant to the provisions of the Companies Law;
(e) issuance of a special resolution by the General Assembly to wind-up the Company; or
(f) where a court decision is rendered for the dissolution the Company.
Achieving Losses Amounting to Half of the Company’s Capital
Where the Company’s accumulated losses reach half of the issued capital, the Board of Directors must within thirty (30) thirty days from the date of disclosing to the Authority the periodic or annual financial statements, invite the General Assembly to convene to take a decision to dissolve the Company before the term specified therefor or to continue its activities.
Liquidation of the Company
Upon the expiry of the Company’s term or its dissolution before the specified term, the General Assembly, upon a request from the Board of Directors, shall determine the manner of liquidation and appoint one (1) or more liquidators and define their powers, and the power of the Board of Directors shall end with the dissolution of the Company. However, the Board of Directors continues for the management of the Company and is considered with respect to others as liquidators until the liquidator is appointed, and the power of the General Assembly shall continue all through the liquidation period until all liquidation works are concluded.
After obtaining an approval from the Authority, the Company may, by a special resolution allocate certain percentage of its annual or accumulated profits for social service purposes. It is necessary to disclose on the Company’s website at the end of the financial year whether or not it has made voluntary contributions for social purposes; and to clearly state the beneficiary(ies) of such contributions in the auditor’s report and Company’s balance sheet.
The Company shall be subject to the governance controls resolution, the corporate discipline standards, and the decisions implementing the provisions of the Companies Law and shall be considered an integral part of the Company’s Article of Association and complementing thereof.
In Case of Conflict
In the event of a conflict between the texts mentioned in this Articles of Association with any of the provisions mentioned in the Companies Law or the regulations, decisions, and circulars implementing thereof, those provisions shall be the ones applicable.
Publishing the Articles of Association
These Articles of Association shall be maintained and be published pursuant to the Law.
These Articles of Association shall be maintained and be published pursuant to the Law.
IHC Healthcare Holding L.L.C.
Syed Basar Shueb Syed Shueb,
AH Capital FZE
Mr. Farhan Malik
Q Health L.L.C.
Mohamed Hassan Mohamed Hassan
Alpha Dhabi Health Holding L.L.C.
Syed Basar Shueb Syed Shueb,
Al Ataa Investment LLC
Syed Basar Shueb Syed Shueb,
Ms. Sofia Abdellatif Lasky