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State of Qatar

Ministry of Justice

Department of Real Estate Registration and Notarization

Notarization Section

Articles of Association of

Dlala brokerage And Investment Holding Company

(a private Qatari shareholding company)

Dlala brokerage And Investment Holding Company

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State of Qatar

Ministry of Justice

Department of Real Estate Registration and Notarization

Notarization Section

First Chapter

Company Establishment

Article (1)

This Company established as per the provisions of the article (68) of Commercial

Companies Law No. (5) of 2002, and this Article of Association, as a private Qatari

shareholding company, as per the following articles.

Article (2)

Name of the Company:

Dlala brokerage And Investment Holding Company (Dlala) (a private Qatari

shareholding company).

Article (3)

Objective of the Company:

The objectives of the company are to establish companies of financial brokerage,

including Islamic brokerage companies, Investment Funds and other companies. The

company in order to achieve its objectives to do the following:

1- Establishment Shareholding Company owned totally or partially to the company.

2- Establishment investment funds.

3- Financial and managerial controlling on other company(s) by owing (51%) at least

of its shares or quotas of that company(s).

4- Participating in management of companies which contribute in, or its own

subsidiaries.

5- Invest its monies in stocks, bonds, securities and real estates and any other

investments inside State of Qatar or aboard.

6- Provide necessary support for its subsidiaries.

7- Owing patents, commercial businesses, franchise and other moral rights, and

usage and renting the same to its subsidiaries or others.

8- Owning real estate and movable property to conduct its operations.

9- Participate in the establishment of joint stock companies and limited liability

companies of different types.

10- Establishing company of special objectives inside and outside State of Qatar

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In general the company has the right to do all the necessary works and acts to

achieve its objectives, and to conduct its works inside and outside State of

Qatar.

Article (4)

Headquarter of the Company

The headquarter of the Company and its legal address shall be in Doha, State of Qatar.

The Board of Directors may establish other branches or offices or agencies in the

State of Qatar or abroad.

Article (5)

The period of the company has been fixed as hundred years starting from the date in

which in its incorporation is announced. This period may be extended by the decision

of the extraordinary general assembly.

Company Capital

Article (6)

The issued capital of the Company has been fixed as QRs. 200,000,000 (Two

Hundred Million Qatari Riyals), divided into 20,000,000 (Twenty Million Five

Hundred Thousand) shares, nominal value of one share QRs. 10/= (Ten) Qatari

Riyals, adding 2% against the cost of issuance.

Article (7)

The founding members have underwritten in 5,400,000 (Five Million and Four

Hundred) share, nominal value of each share being QRs. 54,000,000/= (Fifty Four

Million Qatari Riyals), distributed as follow:

S/No Name Nationality Shares Value

QR

Percent

01 Qatar Foundation for

Education, Science and

Community Development

Qatari 600,000 600,000 3%

02 Pension Fund of the Public

Authority for Retirement

and Pensions

Qatari 600,000 600,000 3%

03 Education and Health Fund

of the Ministry of Finance

Qatari 600,000 600,000 3%

04 Qatar National Bank Qatari 600,000 600,000 3%

05 Qatar Commercial Bank Qatari 600,000 600,000 3%

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06 Doha Bank Qatari 600,000 600,000 3%

07 National Bank Qatari 600,000 600,000 3%

08 International Bank of Qatar Qatari 600,000 600,000 3%

09 Ammwal Qatari 5,400,000 54,000,000 27%

The founders have paid 100% of the nominal value of each share underwritten,

representing QRs 54,000,000 (Fifty Four Million QRs) at Qatar National Bank

approved by the Minister of Business and Trade, plus 2% of the capital against the

cost of incorporation and issuance.

This amount cannot be withdrawn except after passing two years from fully

establishing the company.

Article (8)

The founders agreed to offer the rest of company shares 14,600,000 shares (Fourteen

Million and Six Hundred Shares) for public subscription to Qatari natural persons,

with nominal value QR10/- plus 2% against establishment and issuance cost.

The minimum limit of underwriting is 100 (Hundred) shares and in case of increasing

it shall be multiples of hundred up to 10,000 (Ten Thousand) shares as maximum

limit. Should the underwriting increase than the offered shares, the minimum limit for

allotment is hundred shares, then shall be distributed by the percentage of the

underwrite shares of each underwriter to the total underwriting, unless the number of

time of covering the underwriting or number of underwriter does not allow for

allotment the minimum limit, in this case each underwriter shall be allotted less

numbers of shares. If fractures emerged as a result of customization, these fractions

shall be collected and it value shall be paid from the company's account, provided

these shares shall be sold in Doha Securities Market after the company become listed

for trading.

All underwriters shall be from Qatari natural person.

Article (9)

If the shareholder is a legal entity, it should be fully owned by Qatari persons. Non-

Qatari persons may participate in the company through Doha Securitas Market, as per

the applicable provisions of law, codes and instructions.

Article (10)

The Company shall issue temporary certificates, giving the name of the shareholder,

number of shares underwritten and paid amounts. The share certificates shall be

delivered within three months from the date of incorporation of the Company, which

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should be signed by two members of the board of directors and stamped by the

company stamp.

The share should include the date, in which the decision of the Minister of Business

and Trade was issued to license the incorporation of the Company, date of enrolment

with the commercial registry, date of publishing the decision in the official gazette,

value of the capital, number of distributed shares, features of the shares, company

objective, headquarter, period of the Company.

Article (11)

The Company shall keep a special register named as shareholders register, registering

the name of shareholders, their nationalities, address, number of shares, amount paid

from the value of the shares. The Ministry of Business and Trade is entitled to verify

these particulars and obtain a copy therefrom.

The Company may deposit a copy of this register with any other party aiming to

follow up the affairs of the shareholders. Such party shall keep and regularize this

register if it desires so.

Every shareholder entitled to review this register free of charge.

Every stakeholder party is entitled to demand the rectification of the data stipulated in

the register, especially if any person is registered or deleted therefrom without any

justification.

A copy of the data stipulated in this register and every change introduced to it shall be

sent to the Trade Affairs Dept. at the Ministry of Business and Trade maximum two

weeks prior to the date prescribed for distributing the profits for the shareholders.

If the Company intends to insert its shares with the Doha Securities Market, it shall

follow the procedures and rules stipulated in the rules, regulations and instructions

regularizing the operations of handling securities in the State.

Article (12)

The ownership of shares is transferred by entry in the shareholders register, in the

share record and the objection on the dealing against the Company or others shall not

be valid except from the date of enrollment in the register.

However, the Company is not allowed to register the handling of the shares, in the

following circumstances:

1- If this handling is violating the provisions of the Law of Commercial

Companies or this Statute.

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2- If the shares are pledged or attached under an order of the court or deposited as

guarantee for the board membership.

3- If the shares are lost and no duplicate has been issued.

Article (13)

The shareholder shall not be held liable except for the value of the shares owned by

him. His liabilities cannot be increased.

Article (14)

The ownership of shares necessitates the acceptance of the Statute of the company and

the decisions of its general assembly.

Article (15)

The share shall be unbroken, however, two or more persons may participate in one

share or a number of shares, provided that one person should represent them towards

the Company.

The partners in the share shall be jointly responsible for the obligations resulted from

this ownership.

Article (16)

Considering the provisions of the Article (9) of this Statute, the shares may be sold,

but the sale will not be valid with respect to the right of the Company unless it is

enrolled with the register mentioned under the Article (10).

The enrollment shall be in a sale's sitting attended by the contracting parties or their

representatives and Company representative. The total number of shares owned by

one person should not be increase 5% of the company total shares.

The shares and provisional certificates may be pledged, gifted and handled in any

other form. This dealing is subjected to the provisions of the previous article.

Article (17)

The pledging of the shares shall be by delivering it to the mortgager creditor. The

mortgager creditor shall receive the profits and enjoy the rights associated with the

share unless the mortgage contract stipulates otherwise.

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Article (18)

The company funds cannot be attached to fulfill the debts due on any of shareholders.

The attachment may be imposed on the shares of the debtor and the profits of these

shares. The attachment shall be recorded as part of the information related to the

shares in the shareholders register as stipulated in the article (159) of Commercial

companies Law.

Article (19)

The attaching party and the mortgaging creditor shall be subject to the decisions taken

by the general assembly as they are applicable to the shareholder whose shares are

attached or mortgages. However, the attaching party or the mortgaging creditor is not

entitled to attend the general assembly or participate in its handling or ratify its

decisions nor is he entitled to possess any membership in the Company.

Article (20)

The heirs of the shareholder or his creditors are not entitled to demand putting the

seals on the company ledgers or records or its properties nor to demand its partition or

selling them wholly when the partition is not possible. They are not entitled to

interfere, whatsoever, in the management of the Company. They should, to use their

rights, depend on the inventory lists, final accounts and decisions of the general

assembly.

Article (21)

Every share entitles its owner such share that equals to the shares of others without

any discrimination in the ownership of the net assets of the Company and the profits

distributed as per the method stipulated in this Statute.

Article (22)

The last owner whose name is enrolled in the Company records is entitled to receive

the amounts due for shares whether it is the share in the profits or share in the net

assets.

Article (23)

Considering the provision of the articles (188) and (190) of the Law of Commercial

Companies, the company capital may be increased by issuing new shares with the

same nominal value of the original shares.

The increase should be supported by a decision issued by the extraordinary meeting,

showing the volume of the increase, rate of issuance, priority of the old shareholders

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in underwriting, granting a grace period for underwriting minimum (15) days from

opening the door for underwriting. The shareholder is not entitled to yield from his

right of priority to any particular persons.

The Board of Directors shall publish the details in two local dailies issue din Arabic,

declaring the priority for the shareholders in underwriting, date of opening, date of

closing and rate of new shares.

Article (24)

The new shares shall be issued in a nominal value equivalent to the nominal value of

the original shares. However, the Board of Directors is entitled to decide the addition

of an issuance allowance to the share’s nominal value and to fix its amount, provided

that the approval of the Ministry should be obtained. This allowance shall be added to

the legal reserve, and this case the value of legal reserve may be increase the percent

fixed in the Article of Association.

Article (25)

Considering the provisions of the articles (201) and (202) of the Law of Commercial

Companies, the extraordinary general assembly may decided to reduce the company

capital after hearing the report of accounts controllers and approval of the Trade

Affairs Department in the following two cases:

1- Excess of the capital than the need of the Company.

2- If the Company is subject to loss.

The capital may be reduced by one of the following methods:

a) Reduce the number of shares by repay part of the nominal value of share to

the shareholder, or discharging him from total or part of the unpaid amount of

share value.

b) Reduce the number of shares equaling to the loss incurred by the Company.

c) Purchase a number of shares equal to the amount required to be reduced or

canceled.

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Chapter Three

Bonds

Article (26)

Considering the provisions of the articles (168) to (176) of the Law of Commercial

Companies, the Board of Directors may decide to issue bonds, whatsoever its type is,

and such decision will explain the value of the bonds, terms of issuance, extent of

negotiability in transferring the same to shares.

Article (27)

The provisions of the articles (177,178 and 179) of the Law of Commercial

Companies shall be applied if the shares or bonds are missed or lost.

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Chapter Four

Company Management

Article (28)

The Company shall be managed by a Board of Directors consisting of nine members,

appointed by the general assembly, for three years, provided that four of them shall

representing the founders, and the others shall be elected from among the other

shareholders.

As far as the first Board of Directors is concerned, the establishers have appointed the

following directors, for five years:

Sl Name Capacity

1. Qatar Foundation for Education, Science and Community

Development, representative Chairman

2. Pension Fund of the Public Authority for Retirement and

Pensions, representative Director

3. Education and Health Fund of the Ministry of Finance,

representative Director

4. Qatar National Bank, representative Director

5. Qatar Commercial Bank, representative Director

6. Doha Bank, representative Director

7. National Bank, representative Director

8. International Bank of Qatar, representative Director

9. Ammwal, representative Director

Article (29)

The member in the Board of Directors should meet the following:

1- His age is not less than twenty one years old.

2- No criminal conviction has been found against him and nor has been

convicted in a crime of decency or trust or any crime stipulated in the articles

(324) and (325) of the Law of Commercial Companies, unless its

consideration is no more valid.

3- He should be the owner of 50,000 (Fifty Thousand) shares of the Company,

allotted to guarantee the rights of the Company, shareholders, creditors and

others for the liabilities on the members of the Board of Directors.

These shares should be deposited within sixty days from the date of

commencing the membership with one of the authorized banks. Such deposit

shall be kept deposited without accepting any dealings or mortgage or

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attachment until the membership period expires. If the member fails to submit

the guarantee as shown before, his membership shall be deemed invalid.

Article (30)

The Board of Directors may appoint from among its member a Managing Director (s),

to be authorized signatory in behalf of the company, severely or jointly as per the

Board decision.

Article (31)

The Chairman of the Board of Directors shall be the head of the Company, who

represents the Company before others and before the judiciary. He shall execute the

decisions of the Board and abide by its recommendations. The Chairman may assign

some of his authorities to other members of the Board. The Chairman shall be

replaced by the Vice Chairman in his absence

Article (32)

If any position becomes vacant in the Board of Directors, it will be filled by the

person who secured more votes among the shareholders who had failed to win the

Board membership. If any objection persists, the next shareholder will be considered.

The member shall complete the period of his predecessor.

However, if there is no person to fill a vacant positions the board of directors will

address an invitation to the general assembly to hold a meeting within two months

from the date of last vacancy to select those who occupy the vacant position.

Article (33)

The Board of Directors shall have wide authorities in managing the Company. He

shall practice all the duties required fro this management in accordance with its

objectives. This authority shall not be restricted except by a text of the law or this

statute or the decision of the general assembly.

The Board is not entitled to sell or pledge the estates of the Company except with

permission from the General Assembly, unless these dealings are in the nature of the

objectives of the Company.

Article (34)

The Chairman, his deputy one or two members, collectively or individually, are

entitled to sign on behalf of the Company as per the resolution issued by the Board of

Directors in this regard.

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The Board of Directors may appoint one or more managers and may render them the

right of signature on behalf of Company collectively or individually.

Article (35)

The Board of Directors shall meet as per the invitation of its chairman or deputy

chairman in his absence. The Chairman shall invite for meeting if minimum two

members requires so. The Board should hold minimum six meeting in a fiscal year.

The meeting of the Board shall not be valid unless and until it is attended by half of

the members including the chairman or vice chairman. Two months cannot be passed

except a meeting is held in that period.

The meetings of the Board shall be held at the headquarter of the Company and it may

be held outside the office as well.

The member of the Board may depute other members in writing to represent him in

the attendance and voting. In this case, this member shall have two votes. The

member is not allowed to represent more than one member.

The decisions of the Board are issued with the majority votes of the attendees. If it

becomes equal, the Chairman’s side shall be preferred. The opposing member should

establish his objection in the minutes of the meeting.

Article (36)

The general assembly may dismiss the chairman or any member in the Board based

on the suggestion issued by the Board of Directors with absolute majority or based on

a request signed by a number of shareholders who hold no less than quarter of the

shares underwritten therein.

In this case the Chairman or the person who acts on behalf of him shall invite the

general assembly for meeting within ten days from the date of dismissal, otherwise,

the Trade Affairs Department shall address the invitation.

Article (37)

If the member of the Board becomes absent in three consecutive meetings of the

Board or five alternative meetings without any reasons, he shall be deemed as

resigned.

Article (38)

The Board of Directors shall submit the Company balance sheet, loss and profit

account and report of the Company activity during the fiscal year end in addition to its

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financial position to the accounts auditors minimum two months prior to the meeting

of the general assembly.

All these documents must be signed by the Chairman and one of the members.

Article (39)

The Board of Directors shall prepare the balance sheet of the Company, loss and

profit statements, cash flow statements, explanations comparing with the previous

year, all of them being duly certified by the accounts auditors of the Company, report

on the activity of the Company and its financial position during the previous fiscal

year and the future plan for the coming year.

The Board shall prepare these data and documents maximum by three months from

the expiry of the fiscal year of the Company to be presented to the shareholders

general assembly,, which is to be held maximum by four months from the expiry of

the fiscal year of the Company.

Article (40)

Considering the provisions of the Article (105) of the Law of Commercial Companies,

the minutes of the Board meetings shall be recorded in a special ledger and signed by

the Chairman or vice chairman in his absence and a member or employee who

undertakes the secretarial works of the Board.

Article (41)

The Board shall put under the disposal of the shareholders for their information before

the meeting of the general assembly which is held for looking into the balance sheet

of the Company and report of the Board, minimum three days prior to the meeting, a

detailed statement consisting of the following information.

1. All amounts obtained by the Chairman and every member in the fiscal year

including wages, salaries, bonus for attending the Board meeting and

remuneration for other expenses in addition to what is received by him in his

capacity as a technical or administrative employee or against any technical or

administrative or consultative duty performed by him for the Company.

2. Material benefits enjoyed by the Chairman and every member in the Board

during the fiscal year.

3. The incentives suggested by the Board to distribute on the members of the

Board.

4. The amounts allotted for every member including the current and ex-

members as pension or reserve or compensation for the service expiry.

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5. The operations in which a member of the Board has interest contradicting to

the interest of the Company.

6. The amounts spent actually in the form of advertisement, whatsoever, with

details of every amount.

7. The donations with the details about the party which submitted the donations,

reasons of the donation and its details.

The above mentioned detailed sheet should be signed by the Chairman of the Board

and one of the members. The Chairman and members of the Board are responsible for

the implementation of the provisions of this article, as well as the validity of the data

contained in all the papers which provided for the preparation.

Article (42)

The ordinary general assembly shall fix the incentives of the board of directors. The

total assessment of these incentives should not be more than 10% of the net profit

after deducting the depreciations, reserves and distribution of the profits on the

shareholders not less than 5% of the paid capital. A fixed amount can be released for

the Board members if the Company fails to achieve profits, or during the years of pre-

operation, provided that this incentive for each member shall not increase QR1000/=

per year.

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Chapter Five

General Assembly

Article (43)

The General Assembly formed legally shall represent all shareholders and it cannot be

hold except in Doha.

Article (44)

The establishers shall prepare the agenda for the establishment general assembly and

the Board of Directors shall prepare the agendas for the ordinary and extraordinary

assemblies.

In the cases in which the general assemblies are held based on the request of a number

of shareholders or the account auditor or the Trade Affairs Department, the agenda

shall be prepared by those who demanded the meeting of general assembly. The

agenda in this case shall be limited to the subject of the demand. Any matter not

included in the agenda cannot be discussed.

Article (45)

Every shareholder is entitled to attend the general assembly by himself or by the

presentation. The minors and those who have legal restrictions shall be represented by

their legal attorneys.

Authorization can be made for attending the general assembly provided that it should

be established in writing and attorney must be a shareholder. The shareholder is not

allowed to authorize any of the Board members to attend the meeting of the general

assembly on behalf of him. In all cases a number of shares hold by the attorney in this

capacity should not exceed five percent (5%) of the company capital.

Every shareholder shall have the number of votes equivalent to the number of his

shares. However any of the shareholders, whether in his personal capacity or

representative of others, is not allowed to have votes exceeding 25% of the votes

prescribed for the shares representing in the meeting.

Article (46)

The voting in the general assembly shall be by lifting.

The voting should be by secret ballot if the decision is related to the election or

dismissal of the Board members or to file case of responsibility against them, or it is

demanded by the chairman or a number of shareholders who hold minimum one-tenth

of the votes attending the meeting.

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The Board members are not allowed to participate in the voting on the decision of the

general assembly related to the appointment of their salaries or incentives or clearance

of their liabilities or clearing their responsibilities in the management.

Article (47)

The ordinary general assembly meeting shall be presided by the chairman or acing

chairman or the person appointed by the Board of Directors for the same. If the above

delays attending the meeting the assembly shall appoint from the Board members or

shareholders a president for this meeting. The assembly shall also appoint a secretary

for the meeting.

Article (48)

The Board of Directors shall address the invitation to all shareholders to attend the

meeting of the general assembly by notice to each shareholder and in too local dailies

issued in Arabic minimum fifteen days prior to the meeting of the assembly. The

invitation may be delivered by hand to the shareholder who requires so against

signing the acknowledgement.

The invitation should be attached with the agenda of the general assembly meeting, all

details and documents stipulated in the article (38) of this Statute along with the report

of the accounts auditor of the company. A copy of the above documents should be

sent to the Trade Affairs Department at the Ministry of Business and Trade on the

same time they are sent to the shareholders.

Article (49)

The agenda of the yearly general assembly meeting shall include the following:

1. Discussing the report of the board of directors on the activities of the

company and its financial position during the year and report of the accounts

auditor; and its ratification.

2. Hearing the report of the accounts auditor;

3. Discussion on the balance sheet and losses and profits statement; and its

ratification.

4. Election of the board members when needed.

5. Look into the clearance of the board members.

6. Look into the suggestions of the board regarding the distribution of the profits

and its confirmation.

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7. Appointment of accounts auditors and their wages.

Article (50)

The ordinary general assembly shall be held minimum once in the year within four

months following to the end of the fiscal year of the company. The Board of Directors

shall invite the assembly whenever it is required. It should invite the meeting

whenever the accounts auditor or a number of shareholders who represent minimum

one-fourth of the capital demand so.

The Trade Affairs Department, after the approval of the Minister of Business and

Trade, shall invite the general assembly to hold if thirty days pass over the reason

necessitating the meeting when the Board of Directors fails to hold it, or the number

of Board members decreases from the minimum limit prescribed in the article (100) of

the law of commercial companies, or if the Board of Directors fails to hold the general

assembly upon the demand of the accounts auditor or a number of shareholders who

hold minimum one-fourth of the capital provided that they should have serious

reasons justifying the same. In all cases the expenses of the meeting shall be borne by

the company.

Article (51)

The meeting of the ordinary general assembly shall not be valid until it is attended by

a number of shareholders who represent minimum half of the capital. If this quorum is

not met and invitation for a second meeting shall be addressed, to be held within

fifteen days following the first meeting by publishing a notice in two local dailies

issued in Arabic, minimum three days prior to the meeting. The second meeting shall

be deemed valid whatever the number of shares represented therein.

The assembly decisions shall be passed by the absolute majority of the shares

represented in the meeting.

Article (52)

The extraordinary general assembly shall be held as per the invitation from the Board

of Directors or based on a written request addressed to the Board by a number of

shareholders who hold minimum one-third of the shares. In this case the Board of

Directors shall hold the meeting extraordinarily within fifteen days from receiving the

application by the Board.

Should the Board fail to address the invitation within the above period, the applicants

can contact the Trade Affairs Department at the Ministry of Business and Trade to

address the invitation on account of the company.

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Article (53)

The extraordinary meeting of the assembly shall not be valid until it is attended by

shareholders who represent minimum three quarters of the company capital.

If this quorum is not found an invitation for a second meeting shall be addressed, to be

held within thirty days following to the first meeting. The second meeting shall be

deemed valid if it is attended by shareholders who hold half of the company capital.

If this quorum is not met in the second meeting an invitation for the third meeting

shall be addressed after the expiry of thirty days from the date of second meeting. The

third meeting shall be valid whatever the number of the attendees.

If the matter is related with the dissolution, or transfer, or merging of the company the

meeting shall not be valid until it is attended by the shareholders who represent

minimum three quarters of the company capital.

In all the above mentioned cases the decisions shall be issued with the majority of

two-thirds of the shares representing in the meeting.

The Board of Directors should publish the decisions of the extraordinary assemblies if

it includes the amendment of the statute.

Article (54)

Decision cannot be taken in the following issues except by the general assembly held

extraordinarily:

1. Amendment of articles of association or statute of the company.

2. Increase or decrease the capital of the company.

3. Extension of company period.

4. Dissolution or liquidation or transfer or merging of the company in

another company.

5. Sale of every project for which the company was established or dealt

with in any other form.

In case of any decision is taken on these issues it should be registered in the

commercial registry.

However, the general assembly is not allowed to make amendments in the Statute of

the company, if such amendments cause to increase burden to the shareholders or

change the main objective of the company, change its nationality or transfer the

headquarter of the company established in the country to another country.

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Article (55)

The general assembly is not allowed to handle the issues not entered in the agenda.

However, the general assembly is entitled to handle the serious issues explored during

the meeting or the shareholders representing minimum one fourth of the capital

demands to insert any particular issue in the agenda.

Article (56)

The decisions issued by the ordinary and extraordinary general assembly shall be

binding on all the shareholders whether they attend the meeting in which the decisions

were issued or not attended and whether they agreed to it or rejected it. The Board of

Directors shall implement them as soon as it is issued and inform the Trade Affairs

Department maximum by fifteen days from the date of issuance.

Article (57)

The name of the attendees from the shareholders shall be registered in a special ledger

whether they are representing themselves of as attorneys or representatives. This

ledger shall be signed at the beginning of the meeting by the auditor and vote

collectors.

Every shareholder attending the meeting of the general assembly shall have the right

to discuss the subjects listed in the agenda and address questions to the Board

members and accounts auditors.

The Board of Directors should reply for the questions and enquiries of the

shareholders in the extent not subjecting the interest of the company to damage. If the

shareholder sees that the reply is not enough he can approach the general assembly

and its decision shall be mandatory.

Article (58)

The minutes of meeting should be issued including the attendance and legal quorum

and confirming the attendance of the Trade Affairs Department representatives.

It should also include a summary of all discussions of the general assembly,

everything occurs during the meeting, the decisions taken in the assembly and number

of votes agreed and objected or any thing demanded by the shareholders or the

representatives of the Trade Affairs Department to include in the minutes.

Article (59)

Considering the provisions of the Article (135) of the Law of Commercial Companies,

the minutes of the general assembly meetings will be registered systematically after

every meeting in a special ledger.

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The copy of the general assembly meeting report should be sent to the Trade Affairs

Department maximum by one month from the date of holding the meeting.

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Chapter Six

Accounts Auditing

Article (60)

The company shall have one or more accounts controllers appointed by the General

Assembly for one year. It may reappoint them provided that the period of appointment

should not exceed five consecutive years.

The auditor must be registered in the auditors register as per the Law No. (7) of 1974,

regularizing the profession of accounts auditors and should have practiced the

profession of accounts auditor for minimum ten consecutive years.

Article (61)

The accounts auditor when practices the duty shall abide by all the obligations

stipulated by the Law.

The accounts auditor shall be responsible for the authenticity of the information

stipulated in his report in his capacity as the attorney of a group of shareholders.

The auditors if multiplies shall be jointly responsible for the auditing works.

Article (62)

The accounts auditor is entitled at any time to review the ledgers, records and

documents of the Company and to demand the information seems to him necessary to

have them. He is entitled to verify the assets and liabilities of the Company. If he is

unable to use these rights he can establish the same in a report submitted to the

Ministry and send a copy to the Board of Directors, to be presented before the general

assembly, if it is not treated with the knowledge of the Ministry.

Article (63)

The accounts controller shall attend the general assembly meeting and express his

opinion in everything related to his work, especially the balance sheet of the company.

He shall read his report in the meeting and his report must include all the particulars

stipulated in the Law of commercial companies. Every shareholder is entitled to

discuss it and demand explanation with respect to the matters stipulated in the report.

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Chapter Seven

Finance of the Company

Article (64)

The fiscal year of the company shall commence on first January and end on thirty first

December every year. However the first fiscal year of the company shall commence

on the date in which the company is established and till the end of the next year.

Article (65)

The company, after the approval of the Trade Affairs Department at the Ministry of

Business and Trade shall publish half yearly financial reports in the local dailies

issued in Arabic for the information of the shareholders, provided that these reports

must be verified by the accounts auditor.

Article (66)

A particular percentage prescribed by the Board of Directors shall be deducted from

the gross profits for the depreciation of the company assets or being remuneration for

its devaluation. These amounts are used to purchase materials, machines and

establishments or to repair them. These amounts shall not be distributed among the

shareholders.

Article (67)

The net profits shall be distributed as follows:

1. 10 % of the net annual profits shall be allocated for the account of statutory

(compulsory) reserve. This deduction can be suspended if the reserve attains

a value equivalent to 50 % of the company capital. However if the value of

this compulsory reserve attains a lower level than the same percentage, the

said deduction shall be resumed until a level equivalent to this percentage is

attained. The statutory reserve will not be distributed among the partners.

The excess from the half of the paid capital may be used to distribute among

the shareholders as profits upto 5% in the years in which the company does

not achieve net profits enough to distribute this percentage.

2. The Partners General Assembly may, based on a proposal from the

Company Directors, decide an extra annual deduction from the company’s

net profits for the account of an optional reserve to be used as and when

directed by the partners General Assembly.

23

3. The amount necessary for distributing the first share of the profits

amounting to (at least) 5% shall be cut for the shareholders from the amount

paid from the value of the shares provided that if the profits of any year does

not allow the distribution of this share it cannot be claimed in the following

years.

4. A maximum 10% of the net profit after deducting the depreciations, reserves

and distributed profit as per the previous paragraph shall be allotted being

incentives for the Directors.

5. The remaining profits shall be distributed for the shareholders as an

additional share of the profits or transferred to the following year as per the

suggestion of the Board of Directors, or it is allotted for constructing

extraordinary reserve or depreciation.

Article (68)

The profit shares for the shareholders shall be paid at the place and time prescribed by

the Board of Directors provided that thirty days should not pass from the date in

which the general assembly takes the decision for distribution.

Article (69)

The disputes affecting the public or joint interest against the Board of Directors or one

or more of its members except in the name of a group of shareholders and as per the

resolution of the general assembly.

Every shareholder who likes to raise any dispute of this kind should inform the Board

of Directors accordingly minimum one month prior to the general assembly meeting.

The Board of Directors should insert this suggestion in the agenda of the assembly.

24

Chapter Eight

Dissolution and Liquidation of the Company

Article (70)

The company shall expire with any of the following reasons:

1. Expiry of the period fixed for the company, unless it is renewed as per the

manner stipulated in this statute.

2. Completion of the purpose for which the company was established, or become

impossible to be achieved.

3. Issuance of a legal verdict ruling to dissolve the company or declaring its

bankruptcy.

4. Merger of the company in another company or corporation.

5. A decision issued by the extraordinary general assembly to dissolve the

company before expiry its period.

Article (71)

If the losses of the company reach half of the capital the Board of Directors should

invite for an extraordinary general assembly to determine whether the matter

necessitates the dissolution of the company before its prescribed period or the capital

be reduced or other suitable measures to be taken. If the Board of Directors fails to

hold the extraordinary general assembly meeting or it is not held due to the

insufficient legal quorum or the assembly refused the dissolution of the company or

the issuance of any decision in this subject became impossible for any reason, each

shareholder may ….

Article (72)

The company shall be dissolved after its expiry in accordance with the provisions

stipulated in the law of commercial companies.

Article (73)

Any clause which as no provision in this Statute shall be subject to the provisions of

the law of commercial companies, as it does not inconsistent with this Statue.

Article (74)

Qatari courts shall consider any dispute arising from the application of the provisions

of this Statue.

25

Founder Signature

Name Signature

Qatar Foundation for Education, Science and Community Development

Represented by: H.H. Yousif H. Kamal

Signed

Pension Fund of the Public Authority for Retirement and Pensions

Represented by: H.H. Shk. Hamad Bin Nasir Al Thani

Signed

Education and Health Fund of the Ministry of Finance

Represented by: H.H. Mr. Hamad Bin Nasir Al Attiya

Signed

Qatar National Bank

Represented by: Mr. Saed Bin Abdullah Al Mesned

Signed

Qatar Commercial Bank

Represented by: Shk. Abdulla Bin Ali Bin Jaber Al Thani

Signed

Doha Bank

Represented by:

Signed

National Bank

Represented by: Mr. Hassan Hussain

Signed

International Bank of Qatar

Represented by: Dr. Ysmond Holmes

Signed

Ammwal

Represented by: H.H. Shikha. Hanadi Nassir Bin Khaled Al Thani

Signed

I, the undersigned , the Head of Documentation Section, hereby confirm that at

11:00 hours on 05/05/2005 the above signed person(s) attended before me and

showed me this document requesting me to authenticate the same. I have

verified its contents, their legal eligibility and identity; and found no legal or

legitimate objection in authenticating this document. I have read it over them

and made them understand its contents which were agreed by them and signed

before me in the presence of the undersigned witnesses.

The Real Estate Registration and Documentation Department assumes no

responsibility as to the content of this document or the liabilities resulted

therefrom.

Notary: (Signed)

Head of Notarization Section (Signed)

Director, Real Estate Registration and Notarization Department (Signed).

Witness Witness

Name: Name:

Nationality: Nationality:

ID No.: ID No.:

Signature: Signature:

26

State of Qatar

Ministry of Justice

Department of Real Estate Registration and Notarization

Notarization Section

Attachment to Articles of Association of

Dlala brokerage And Investment Holding Company

(a private Qatari shareholding company)

Based on the decision issued by the extraordinary general assembly, in its meeting held on

25/03/2012, to approve the amendment of the text of article (28) of Article of Association of

the company, to be read after amendment the follow:

Chapter Four

Company Management

Article (28)

The Company shall be managed by a Board of Directors consisting of nine members,

appointed by the general assembly, every three years, provided that three of them shall

representing the founders, and the others shall be elected from among the other shareholders. For the shareholders:

Name Signature

Rashed Ahmed Hamad Almanaii, Chairman Signed

I, the undersigned , the Head of Documentation Section, hereby confirm that at

12:00 hours on 30/05/2012 the above signed person(s) attended before me and

showed me this document requesting me to authenticate the same. I have

verified its contents, their legal eligibility and identity; and found no legal or

legitimate objection in authenticating this document. I have read it over them

and made them understand its contents which were agreed by them and signed

before me in the presence of the undersigned witnesses.

The Real Estate Registration and Documentation Department assumes no

responsibility as to the content of this document or the liabilities resulted

therefrom.

Notary: (Signed)

Head of Notarization Section (Signed)

Director, Real Estate Registration and Notarization Department (Signed).

Witness Witness

Name: Name:

Nationality: Nationality:

ID No.: ID No.:

Signature: Signature: