Article

Article - After Amendment

Article - Before Amendment

No.

1

Definitions

Definitions

Control: The ability to direct the management and

Control: Means the ability to directly or indirectly

policies of the Company and to control the

influence or control the appointment of the majority

financial and operational policies, through

of the members of the Board of Directors of the

controlling the formation of the Board of Directors,

Company or the resolutions issued by it or by the

electing the majority of its members or controlling

General Assembly of the Company, through holding

the appointments of the administrative body, such

a percentage of shares or shock or by any other

control is by holding/controlling shares with voting

agreement or arrangement that leads to the same

rights in the Company by 30% or more.

effect.

(Percentage shall be determined in accordance

with the decisions and instructions of the

competent authorities)

Related Parties:

Related Parties:

The Chairman and the members of the Board of

•

The Chairman and other members of the

Directors, the members of the Senior Executive

Board of Directors, the members of the senior

Management and the employees of the Company,

executive management of the Company, the

the companies in which any of these parties holds

companies in which any of these persons has

at least 30% of their capital (percentage shall be

a controlling interest, and all parent, affiliate,

determined by the competent authorities), as well

sister or associated companies.

as subsidiary, sister or allied companies.

•

First-degree relatives of the Chairman and

members of the Board of Directors and the

members of senior executive management.

•

A natural or juristic person that was, during the

year preceding the transaction, a holder of

10% or more of the shares or the Company, or

was a member in its Board of Directors or that

of its parent company or affiliates; or

•

A person who has Control over the Company.

7

Article (7)

Article (7)

All shares of the Company are nominal; the

All of the shares of the Company are nominal and at

shareholding percentage of UAE and GCC

least 75% (seventy-five percent) of the capital of the

nationals, including natural persons or legal

Company shall be owned by natural persons, who

persons wholly owned by GCC nationals at any

must be UAE or GCC citizens, or juristic persons,

time during the Company's duration, shall not be

which must be wholly owned by UAE or GCC

less than (51%) of the capital. The shareholding of

citizens.

non-UAE nationals shall not be more than (49%).

18

Article (18)

Article (18)

The Company, by a special resolution issued by

The Company may, by a special resolution to be

its General Assembly after obtaining the approval

passed by its General Assembly after obtaining the

of the Authority, shall decide to issue bonds of any

approval of the Authority and the Insurance

type whatsoever or sukuk, such resolution shall

Authority, decide to issue bonds of any type

specify their value, issuance conditions, and

whatsoever, and such resolution shall specify their

whether or not they are convertible into shares.

value, issuance conditions, and whether or not they

The Company shall have the right to issue a

are convertible into shares. It may further issue a

resolution authorizing the Board of Directors to

resolution authorizing the Board of Directors to

determine a date for issuing the bonds.

determine a date for issuing the bonds, which may

not be later than one year as from the date on which

the authorization is approved.

19

Article (19)

Article (19)

a) The Company, after obtaining the approval of

a)

The Company may issue negotiable bonds or

the Authority, may issue tradable bonds or

notes, whether or not convertible into shares in

sukuks, whether or not convertible into

the Company with equal values for every issue.

shares in the Company with equal values.

b)

The bonds or notes shall be nominal, and no

b) The bond or sukuk shall be nominal until full

bearer bonds or notes may be issued.

payment of their value.

c) The bonds or notes issued for a single loan shall

c) The bonds or sukuks shall not be converted

confer on their holder's equal rights. Any

into shares unless stipulated in the prospectus

provision to the contrary shall be null and void.

or the issuance conditions. If the conversion is

decided with respect to non-mandatory

convertible bonds or sukuks into shares, the

owner of the bond or sukuk shall have the sole

right to accept such conversion or receive the

nominal value of the same.

d) With the

exception of the provisions of the

Companies Law, the Company, by the special

resolution issued to approve the issuance of

convertible bonds or sukuks, may increase its

capital by converting those bonds or sukuks

into shares in its capital.

20

PART FOUR

PART FOUR

The Board of Directors of the Company

THE BOARD OF DIRECTORS OF THE

Article (20)

COMPANY

a. The Company shall be managed by a Board

Article (20)

of Directors comprised of 7 (seven) members

The management of the Company shall be

elected by the General Assembly of

undertaken by a Board of Directors comprised of 7

shareholders by cumulative secret ballot. In all

(seven) members, one third of whom, at least, must

cases, the majority of the Board members,

be independent members, with the majority being

including the Chairman, must be UAE

non-executive members. They shall be elected by

nationals.

the General Assembly of the shareholders by secret

ballot using the cumulative voting procedure. In all

In the formation of the Board of Directors, any

cases, the majority of the Board members, including

requirements set by the Cabinet or the competent

the Chairman, must be nationals of the State.

authority in accordance with the provision of

Article (10) of the Companies Law shall be taken

into consideration. If the percentage of the UAE

nationals in the Board of Directors is less than

what is provided pursuant to such article, the

percentage

must be completed within three

2

months at most, otherwise the Board's resolutions

after the expiry of the period shall be void.

b.

Subject to the provisions of the Companies

Law and the relevant resolutions, the Board

members may be experienced persons who

are not shareholders.

27

Article (27)

Article (27)

Board Resolutions by Circulation

Resolutions by Circulation

The Board of Directors may issue some of its

In addition to the requirement of the minimum

resolutions by circulation according to the

number of Board meetings set forth Article 28 of

following conditions:

these Articles, the Board of Directors may, in urgent

1.

Approval of the majority of the Board members

situations, pass some of its resolutions by circulation.

that the case which requires the issuance of a

Such resolutions shall be valid and effective as if they

resolution by circulation is an emergency

had been adopted at a meeting duly convened and

2.

The Board

members shall

receive the

held, subject to the following:

resolution in writing for approval, along with all

a.

the resolutions by circulation may not be

necessary documents for review.

adopted for more than four times per year.

3.

Written approval must be made by majority for

b.

the majority of the Board members shall agree

any of the Board resolutions issued by

that the case requiring the issuance of a

circulation, with the necessity to present the

resolution by circulation is urgent.

same at the meeting of the Board of Directors

c.

the resolutions are delivered, in writing, to all

following the issuance in order to be included

Board

members

for

approval

and

in the minutes. However, resolution by

accompanied by all substantiating documents

circulation shall be deemed in force when they

and instruments necessary for reviewing

are signed by the majority of the Board

them; and

members.

d.

Any Board resolution adopted by circulation

4.

Resolution by circulation shall not be deemed

shall be approved in writing by the majority of

as a meeting. The company is obliged to abide

Board members and must be submitted at the

by the requirement regarding the minimum

next Board meeting in order to be included in

number of Board meetings mentioned in the

its minutes.

Articles of Association.

33

Article (33)

Article (33)

a)

Members of the Board of Directors and the

The Chairman of the Board of Directors and its

Executive Management are liable towards the

members shall be responsible to the Company, the

Company, the shareholders and third party for

shareholders and third parties for deception, abuse

all acts of fraud and abuse of power, and for

of the authorities granted to them and any violation

any violation of the law and the Company's

of the law or these Articles.

Articles

of

Association.

Executive

Management shall be represented by each of

the General Manager, Executive Manager or

CEO of the Company and their deputies, and

everyone at the level of senior executive

positions, as well as Executive Management

Officers who have been personally appointed

by the Board of Directors.

b) All members of the Board of Directors shall

assume the responsibility stipulated in Clause

(1) of this Article, if an error arose out of a

resolution unanimously issued, but if the

resolution in question was issued by the

majority, the objecting parties shall not have

the right to question such resolution when they

have proven their objection in the minutes. If a

3

member is absent from the meeting in which the decision was issued, his responsibility shall not be waived unless he proves that he did not know about the resolution or knew about it but was unable to object. Executive Management shall assume the responsibility stipulated in Clause (1) of this Article, if the error arose out of a resolution issued by them.

  1. Without prejudice to any penalty stipulated in the Companies Law or any other law, the Chairman or any of the Board members of the company or any of its Executive Management shall be considered dismissed by the force of law, against whom a final court ruling has been issued proving that any of them committed acts of fraud, abuse of power, or the conclusion of transactions or deals involving a conflict of interests in violation of the provisions of the Companies Law, or the resolutions in execution of the same; their nomination for membership of the company's
    Board or their performance of any duties in relation to the Company's Executive
    Management shall not be accepted, except after the lapse of at least three years from the date of their dismissal, and the provisions of Article 145 of this law regarding filling the new position of the Board member of the Company. If all members of the Board of Directors are dismissed, the Authority must call for a General Assembly meeting to elect a new board.

39

Article (39)

Article (39)

No related party may exploit any information that

No related party may exploit any information that

comes to his/her attention by virtue of his/her

comes to his/her attention by virtue of his/her

membership or position in the Company to

membership on the Board of Directors or position in

achieve a benefit of whatsoever for himself/herself

the Company to achieve a benefit of whatsoever for

or others as a result of trading in the Company's

himself/herself or others as a result of trading in the

securities or other transactions. Furthermore, a

Company's securities or other transactions.

related party may not have any direct or indirect

Furthermore, a related party may not have any direct

interest with any entity making transactions

or indirect interest with any entity making

intended to affect the rates of the securities issued

transactions intended to affect the rates of the

by the Company, with his knowledge of the same.

securities issued by the Company.

40

Article (40)

Article (40)

The Company may not make transactions, within

The Company may not make transactions with

a maximum value of (5%) of its capital, with related

related parties except with the approval of the Board

parties except with the approval of the Board of

of Directors and within a maximum of 5% of the

Directors. The approval of the General Assembly

Company's capital, and with the approval of the

of the Company shall also be required for any

General Assembly for any transaction that exceeds

transaction that

exceeds such percentage after

this percentage. In all cases, the transactions shall

being assessed in accordance with the terms and

be assessed by an assessor approved by the

conditions stipulated in a resolution issued by the

Authority.

4

Authority. The report of the Company's auditor shall

include a list of the transactions involving conflict of

interest and financial dealings concluded between

the Company and any related parties and actions

taken in relation thereto

41

Article (41)

Article (41)

1. Subject to the provisions of Article (169) of the

Subject to the provisions of Article (169) of the

Commercial Companies Law No. (2) of 2015,

Commercial Companies Law No. (2) of 2015, the

the remunerations of the Chairman and Board

remunerations of Board members shall be a

members shall be a percentage of net profit,

percentage of net profit. Moreover, the Company

such remuneration shall not exceed (10%) of

may pay additional expenses or fees or a monthly

net profits for the ended Fiscal Year after

salary in such amount set by the Board of Directors

deducting the depreciations and reserve.

to any of its member, if such a member works in any

2. The Company may pay additional expenses,

committee, exerts special efforts or undertakes

fees, bonuses or a monthly salary in such

additional duties for the Company beyond his/her

amount set by the Board of Directors to any of

normal duties as a member of the Board of Directors

its member, if such member works in any

of the Company. In all cases, the remunerations of

committee, exerts special efforts or

board members may not exceed 10% of net profits

undertakes additional duties for the Company

after deducting the depreciations and reserve.

beyond his/her normal duties as a member of

the Board of Directors of the Company, in

compliance with the resolutions and

instructions of the Authority.

42

Article (42)

Article (42)

The article shall be canceled and subsequent

A duly constituted general assembly represents all

articles to be renumbered accordingly.

the shareholders, and it can only be convened at the

City of Dubai.

Article (43)

Article (43)

43

1. General Assembly Meeting of the Company is

-

Each shareholder shall have the right to attend

held in the Emirate of Dubai, each shareholder

the general assembly of the shareholders and

shall have the right to attend the meetings of

have a number of votes equivalent to the

the General Assembly and have a number of

number of his/her/its shares. A shareholder

votes equivalent to the number of his/her

may authorize another Board member to

shares. Those who have the right to attend the

attend the general assembly on his/her/its

General Assembly may authorize whomever

behalf, by a special written proxy. The number

they choose other than Board members or the

of shares held by the representative as such

employees of the Company, securities

may not exceed 5% (five percent) of the

Brokerage Company or its employees by

Company's issued capital. The incompetent

virtue of a written special proxy in accordance

and incapacitated shareholders shall be

with the terms and conditions set by the

represented by their legal representatives.

Authority, provided that such proxy expressly

-

A juristic person may authorize one of its

includes the right of the representative to

representatives or those in charge of its

attend the General Assembly meetings and

management, by a resolution issued by its

vote on its resolutions. The number of shares

board of directors or its equivalent, to

held by the representative, of a number of

represent it in the general assembly of the

shareholders, in such capacity may not

Company. The so authorized person shall

exceed (5%) of the Company's issued capital.

have such powers as set forth in the

The

incompetent

and

incapacitated

authorization resolution.

shareholders shall be represented by their

legal representatives.

5

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Union Insurance Company PSC published this content on 31 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2021 16:48:03 UTC.