Joint Stock Company Shareholders

The joint stock company shall consist of a number of not less than 3 and without a maximum. In the case of being a closed subscription, the maximum number of shareholders shall be 100.

The liability of the shareholder shall be limited to the performance of the value of the shares subscribed to and shall not be liable for the debts of the company except within the limits of the subscribed shares.

Capital:

The capital of a joint stock company is divided into shares of equal value and these shares are negotiable.

And its capital is called the issued capital. A closed subscription; the minimum capital is 250 thousand pounds.

Public subscription; the capital limit is 500 thousand pounds.

In both cases, there is no capital limit.

In both cases, 25% of the value of the issued capital must be repaid at the time of establishment and the remainder shall be paid within a maximum period of five years from the date of establishment and the value, date of payment shall be determined by the Board of Directors of the Company.

The company may notify the shareholders before comes due a period of at least 15 days and the capital may be an in-kind or moral share and is estimated by the competent experts. The General Authority of Investment shall re-evaluate it through a specialized committee and its full value must be performed either at the establishment or when the capital is increased.It may also have authorized capital but is required to be no more than ten times the issued capital.

Board of Directors:

The Joint Stock Company shall be managed by a Board of Directors consisting of at least 3 members and no maximum. The founders shall be chosen at the time of establishment. The term of the Board appointed by the founders shall be five years and thereafter the Ordinary General Assembly shall be three years.

The period of membership shall be calculated from the date of registration of the company’s registration in the Commercial Register for the First Council or from the date of the Ordinary General Assembly to discuss the budget at the end of the membership term.

The Board of Directors may be renewed for a further period unless the system otherwise provides.

The representative person may be a member of the board of directors or the chairman of the board. The representatives of the legal person may be represented in the board. The legal person has the right to dismiss his represented person at any time, provided that he informs the company and appoints a successor.

(Terms of reference of the Board of Directors)

The Board of Directors has all the powers related to the management of the Company. The Chairman of the Board represents the Company before the judiciary and others.

The Board of Directors may do all necessary work for the management of the company to achieve its purpose except as excluded by special text or in the company’s system.

The Board of Directors may distribute the work among its members. It may appoint a member delegated by one of the members. It may also appoint a director of the company and the board of directors to implement the resolutions of the General Assembly and has no right to amend them or cancel them.

The meeting of the Board shall be convened either through the President of the Council or at the request of one third of the members.

(Meeting health and decisions)

A Council meeting shall not be valid in all cases unless attended by a majority of its members.

The members of the Council may be appointed on condition that they are written and certified by the President of the Council and shall not prejudice the validity of the quorum of the meeting.

Decisions of the Council shall be issued by a majority of the present members and, on a par with the President’s side, shall prevail.

(Invalidation of decisions of the Board of Directors)

Decisions of the Board of Directors shall be invalidated in the following cases:

1 The meeting quorum is incorrect.

2 – Failure to issue decisions by a majority.

3 Exceeding the voices of those present at the meeting.

4 Each decision of the law of Law 159 of 1981 and the articles of association.

(Board members’ remuneration)

The remuneration of the Board of Directors may not be estimated at a certain percentage of the profits by more than 10% of the annual net profits.

The General Assembly shall determine the amount of remuneration for the members of the Board of Directors, and an exception shall be determined by a decision of the President of the Council and approved by the General Assembly.

The voting shall be in the General Assembly in the case of determining the salaries of the Board of Directors by secret ballot and without the participation of the members of the Council in the voting.

Shall be held at least once a year within three months of the end of the fiscal year or whenever necessary.

(Call to it)

1 Called by the Chairman of the Board of Directors.

2 In the case of a request of 5% of the shareholders, the Board of Directors shall call upon them.

3- The auditor may call for them in the case of a capital reduction of half and the failure of the Board of Directors to call them.

4. In the case of inaction, The General Authority for Investment shall be invited if 5% of the shareholders request to inform the Board of Directors of the invitation.
5. The General Authority for Investment shall be invited if 5% of the shareholders request from to the Board of Directors of the invitation and inaction.
6. for specialists to call in the case of liquidation.

The invitation to attend to the shareholders shall be sent to their addresses affixed to the Company’s records by registered mail or by hand.

The agenda of the meeting shall be determined by the convener

(Attendance status)

The presence shall be in person or by proxy and shall be required by the proxy to be fixed by a written authorization. The shareholder may not be a member of the board of directors and may be a shareholder or non-shareholder.

(The quorum of meeting and voting)The meeting shall not be valid unless the shareholders represent the provisions of the Company’s Articles provided that they shall not be paid for half or less than one quarter.

If the quorum is not completed from the first meeting, the second meeting shall be called and the second meeting shall be considered valid regardless of the attendance.

It may provide for the invitation at the first meeting on the date of the second meeting.

The resolutions of the Ordinary General Assembly shall be issued by an absolute majority (51%) for the number of shares represented in the meeting unless the system requires a higher percentage.

Terms of reference of the Ordinary General Assembly

Terms of reference of the Ordinary General Assembly:

1-Report of the Auditor.

2-Report of the Board of Directors.

3. Ratify the budget and profit and loss account.
4. Approve distribution of dividends to shareholders and employees

5- Determination of remuneration and allowances of directors.

6-Appointing the auditor and determining his fees.

7. Election of directors if required.

First: – Financial matters: –

1 – Stop saving the legal reserve if it equals half of the issued capital.

2 – Formation of reserves other than legal reserve and statutory reserve

3-Use of the statutory reserve in the interest of the company and the shareholders if this reserve is not allocated for specific purposes stipulated in the company’s system.

4. Disposal of reserves and allocations in other than the designated sections.
5. Approve the distribution of a percentage of the net profits achieved by the company as a result of the sale of a fixed asset or compensation on condition that this does not result in the company being unable to return its assets to what it was.
6. Approve the issuance of bonds and guarantees to be determined for its campaign and consider the recommendations and decisions of the bondholders group.

7 License in advance for the founders and members of the Board of Directors to conclude netting contracts with the company provided that the license for each contract separately license to the Board of Directors to donate when the value exceeded one thousand pounds.

Second: Issues related to the Company’s Board of Directors:

1 – Isolation of the Board of Directors or one of its members, even if this is not mentioned in the agenda and bring the claim of responsibility to them.

2 – Isolating members of the Board of Directors who are repeatedly absent from the General Assembly and elect others.

3- Signing a monetary fine for members of the Board of Directors who did not attend the meeting with an unacceptable excuse.

4 License for the Managing Director to fill the position of Managing Director of another company.

5 License for a member of the Board of Directors to perform technical or administrative work in another joint stock company on a permanent basis.

6 License for a member of the Board of Directors to trade for his account or for the account of others in one of the branches of activity operated by the company.

7 – To carry out any work of management if the member of the Board of Directors cannot decide on the lack of quorum.

8. Approve any work issued by the Board of Directors.
9. To make recommendations on the work of the Board of Directors.

III. MATTERS CONCERNING THE AUDITOR:

1-Consider changing the auditor during the financial year that he was assigned.

2 Consider the isolation of the auditor and the establishment of a claim of responsibility.

3. Consideration of the auditor’s report if he is unable to perform his mission.

Fourth: Issues related to liquidation of the company:

1- Appointment of the liquidators and determining their fees and their dismissal.

2- Extending the period prescribed for liquidation after reviewing the liquidator’s report.

3 Consideration of the temporary account provided by the liquidator every six months.

4. Ratification of the final account of liquidation.

5 – Set the place where the company’s books and documents are kept after being written off from the commercial register.

The Extraordinary General Assembly:

(Held)

Shall be held whenever necessary.

(Call to it)

1 invited by the Chairman of the Board of Directors.

2. In the case of a request of 10% of the shareholders, the Board of Directors shall call them for serious reasons.
3. The Board of Directors shall be required to call them if the losses of the Company amount to half of the issued capital to consider dissolving or continuing the Company.
4. In the case of inaction, The General Authority for Investment shall be invited if 10% of the shareholders request to inform the Board of Directors of the invitation. (Attendance status)

The presence shall be in person or by proxy and shall be required by the proxy to be fixed by a written authorization. The shareholder may not be a member of the board of directors and may be a shareholder or non-shareholder.

(The quorum of meeting and voting)

The Extraordinary General Meeting of the General Assembly shall be valid only if shareholders representing at least half of the capital or the Statutes are present at a higher rate.

If the minimum is not available at the first meeting, the second meeting shall be called and the second meeting shall be considered valid if attended by shareholders representing at least one quarter of the capital.

The first meeting may be scheduled for the second meeting.

The resolutions of the Extraordinary General Assembly shall be issued by a two-thirds majority of the capital represented in the meeting unless the decision relates to the reduction or increase of the capital or the dissolution of the company prior to the date or the change of the original purpose or its incorporation, provided that the decision is issued by three-fourths of the shares represented at the meeting.

Extraordinary General Assembly Terms of Reference:

1. Amendments to the Company’s Articles of Association, provided that this does not result in an increase in the shareholders ‘obligations unless the shareholders approve the amendment. Any decision issued by the General Assembly shall prejudice the basic shareholders’ rights as a partner.
2. Increase the authorized capital.
3. Approval of capital increase in excellent shares and provided for in the Basic Law.
4. Addition of objects that are complementary connected or close to the purpose of the original company.
5. Submit a proposal to change the purpose of the original company to the Commission.
6. Modification of rights, features or restrictions relating to types of shares.
7. Extending, shortening or resolving the company before its date or changing the percentage of loss resulting from the company’s forced dissolution or incorporation of the company.

8 Change the form of the legal company to limited by shares.