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No discount code or promo code required. The bearer shares shall not be transferred to nominal shares and vice versa.
Article : 12 The Shareholder shall not be liable except for the value of each one of his shares, and his liabilities may not be increased. All the shares belonging to the same category shall be subject to the same liabilities. Article : 14 Each share shall be indivisible. Article : 15 The heirs or creditors of the Shareholder may not under any pretext whatsoever, claim affixing seals to the company's ledgers, documents or assets.
Neither shall they be entitled to request its partition, or sale in total due to the divisibility impossibility, nor shall they be entitled to interfere in any way whatsoever, with the management of the Company. In benefiting by their rights, they shall rely on the inventory lists of the Company, on its final accounts and on the resolutions of the General Assembly of the Company.
Article : 16 Each share shall entitle its owner the right of having a share equal to that of another one in the shares of the same kind without any discrimination in terms of the division of the profits and the ownership of the assets of the Company upon liquidation. As for the preference shares in case of their existence , they shall entitle the owner thereof the right of the ordinary share in profits, in addition to advance priority over the owners of the ordinary shares with the same rate upon the liquidation of the Company.
Article : 17 The profits due on the share shall be paid to the last owner thereof, whose name is lodged in the register of the Company, and he shall alone have the right to encash the amounts due on the share, whether they are shares in profits or a share in the assets of the Company.
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As for the profits on the bearer shares, they shall be paid to the bearer of the share against the coupon on which the profit has become due, even if separate from the share itself. Article : 18 The increase of the capital shall be by issuance of new shares, in accordance with the provision of Article 1 of Law No.
It shall also be permissible to reduce the capital, in accordance with the provisions of Law No. In case of the increase of the capital by cash shares, the old shareholders shall have priority right as to subscription to the increase shares each according to the number of shares he owns, provided all the Shareholders of the same level shall be equaled as to benefiting from these rights, subject to what the preference shares - if any - shall have in terms of priority rights related thereto. However, the Extraordinary General Assembly may, at the request of the Board of Directors, and for reasons acknowledged by the Auditor, float the increase shares, wholly or partially, to public subscription directly without applying the old shareholders' priority rights.
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The Extraordinary General Assembly may resolve some privileges for the outstanding shares, prior to the increase of the capital, whether in the profits or in the liquidation proceeds or both, on basis of the proposal of the Board of Directors, duly supported by the report of the Auditor to this effect. The old Shareholders shall be informed of the issuance of the increase shares in case of resolving priority rights for them by publication or by a registered letter as the case may be, in accordance with what is stipulated upon in the Executive Statute of Law No.
Article : 19 It is hereby impermissible to amend the rights, or privileges or the restrictions related to any kind of shares except by a resolution from the Extraordinary General Assembly, and after the approval of a special Assembly which would include the Shareholders of the kind of shares affected by the amendment, and by a majority of the votes representing two-thirds of the capital which is represented by these shares. The resolution of the Company's Extraordinary General Assembly shall include the value of the bonds or deeds, their issuance terms and conditions, and the extent of their transferability into shares, and the return yielded by the bond or the deed, and the basis of the calculation thereof.
The said resolution may also include the total value of the bonds or deeds, and what they afford in terms of guarantees and securities, along with empowering the Board of Directors of the Company to determine the other terms and conditions related thereto. Those securities shall be issued within a period not later than the end of the financial year following the resolution of the Extraordinary General Assembly issuing them. It is a precondition for each one of them to be the owner of a number of the shares of the Company the value of which shall not be less than L.
The Board member from among the shareholders shall deposit the qualification shares or their warrants at one of the approved banks within thirty days from the date of his election or appointment. His membership shall inevitably be nullified if he does not fulfill such procedure in the specified period.
Two experienced members at most of those who do not fulfill the shares ownership quorum may be included, in addition to the board formed from among the shareholders. It must be taken into consideration that the shareholders must be represented by a number of members in proportion with the percentage of their shares in the capital.
Excepting from the aforementioned appointment method, the founders have appointed the first Board of Directors of …….. However, the Board of Directors mentioned in the previous Article shall remain operatively undertaking its duties for the period of five years.
That shall not infringe the right of the juridical person to change its representative at the Board as indicated under Articles Nos. Article : 23 The Board of Directors may be entitled - if there are no members to replace the original member - to appoint members in the positions that become vacant during the year. The members appointed, as stated under the previous clause, shall perform their duties at once until the meeting of the General Assembly which will either resolve their appointment or the appointment of other members instead of them.
Article : 24 The Board of Directors shall appoint, out of its own members, a Chairman. It may appoint a Deputy Chairman who shall replace him during his absence. In case of the absence of both the Chairman and his Deputy, the Board of Directors shall then appoint the member who shall temporarily perform the duties of the chairman. Article : 25 The board of Directors shall be entitled to appoint, out of its own members, one Managing Director or more.
The Board shall determine his competences and honoraria. The Board shall also be entitled to constitute, from among its own members, one committee or more, to which it shall entrust some of its competences, or entrust it with controlling the progress of work in the Company, together with implementing the resolutions of the Board of Directors. Article : 26 The Board of Directors shall hold its meetings at the head office of the Company whenever its interest dictates such meeting. This shall be at an invitation from the Chairman, or at the request of one-third of the members thereof.
The Board of Directors must meet at least ………. The Board of Directors may also meet outside the head office of the Company provided that all the members thereof are either present in person or represented at the meeting, and that this meeting shall be held in Egypt. It shall also be permissible, in urgent cases as determined by the Board, for the Board of Directors to meet outside Egypt, on condition that all the members thereof are either present in person or represented in the said meeting.
Article : 27 The Member of the Board of Directors shall be entitled, whenever it is necessary, to delegate one of his colleagues at the Board. Article : 28 The meeting of the Board of Directors shall only be valid when attended by the majority of members, and by not less than ………. Article : 29 The resolutions of the Board of Directors shall be issued by the majority of members attending and represented in the meeting. Article : 30 Subject to the provisions of the Articles from 96 to of the Law on Joint Stock Companies, Partnerships Limited by Shares and Limited Liability Companies, as well as its Executive Statute, the Board of Directors shall be entitled to the most expansive authority as to the management of the Company with the exception of what has been overtly reserved for the General Assembly by the Company's Articles of Association.
Without determining this authority, it may directly exert all disposals, and lay down the rules and regulations related to administrative and financial affairs, together with those affairs related to staff and their financial treatment. The Board of Directors shall also lay down special regulations organizing its duties, meetings and the distribution of competences and responsibilities. Article : 31 The Chairman of the Board shall represent the Company vis-a-vis juridical authorities and third parties.
Article : 32 Each of the Chairman of the Board, the Managing Directors and any other member delegated by the Board for such purpose, shall have the right of signature on behalf of the Company severally.
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The Board of Directors shall have the right to appoint several managers, or authorized agents, and to authorize them to sign on behalf of the Company either severally or jointly. Article : 33 The members of the Board of Directors shall not bear any responsibility in relation to the Company's liabilities due to performing their functional duties within the limits of their responsibility as agents. Chapter : Two The Auxiliary Administrative Committee Article : 35 The Board of Directors shall constitute an auxiliary administrative committee from among the staff members, in which both Egyptians and foreigners shall be represented.
The said committee shall be in charge of the study of all subjects related to the study of the personnel programs in the Company, the promotion and development of production, while taking into consideration the sound and viable economic management, and the optimum use of available resources, in addition to the other subjects which shall be referred thereto by the Board of Directors or by the Managing Director. The said committee shall submit its recommendations and the results of its studies to the Board of Directors. Article : 36 The Committee shall appoint from among its members a Chairman.
In case of the Chairman's absence, the Committee shall appoint the member who is to undertake the chairmanship duties temporarily. The meetings of the Committee shall be attended by the Managing Director or whoever he shall delegate from among the members of the Board of Directors, together with a number of responsible managers of the Company to be selected by the Board of Directors, without having a counted vote in the deliberations. Article : 37 The Board of Directors shall undertake laying down the rules and conditions of the selection of the members of the Auxiliary Administrative Committee, the membership duration, the renewal method, the work system thereof, and the honoraria of its members.
The Committee shall meet at least once every two months, and the meeting shall not be valid unless attended by at least one-third of its members. The resolutions shall be issued by the majority of the votes of those present. In case of equal voting, the Chairman or the person deputizing him shall have the casting vote. Article : 38 The Committee shall lay down an annual report during the financial year of the Company. The report shall be submitted to the board of directors, indicating those subjects which were referred to the committee, together with its recommendations and proposals it deems that they should be submitted to the Board, the adoption of which shall achieve the interests of the Company.
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It may only meet in Cairo or……….. Article : 40 Each Shareholder shall have the right to attend the Shareholders' General Assembly either personally or through proxy. The shareholder who is not a member of the board of directors shall not be represented in the general assembly meeting by a board member. It is a precondition for the validity of the agency that it shall be recorded in a written proxy and that the proxy shall be a shareholder. The Board of Directors must be represented at the General Assembly, in not less than the number which must be available for the validity of the meetings thereof.
That shall be in other than the cases wherein the number of the members of the Board of Directors shall be less than that.