Articles of Association
CHAPTER ONE – ESTABLISHMENT, NAME, OBJECT, TERM, NATIONALITY AND HEAD OFFICE OF THE COMPANY
Article 1 – Name and Type of the Company
Name of the Company is Of Mobile Telecommunication Company of Iran (MCI) (Public Corporation), hereinafter referred to as “the Company”.
Article 2 – Object of the Company
Object of the Company is as follows:
1- To engage in any activity (whether directly or indirectly) dealing with manufacture, import, establishment, set up, management, development, maintenance, operation and other services in telecommunication sector and technologies relating to transfer and transmit of voice, text, data and other form of information internally or in international level whether independently or with participation of local or foreign real or legal entities.
2- To product any king of device and program including hardware, software, network and sale or exploitation of them in any form whatsoever.
3- To provide any kind of web-based services in telecommunication and communication sectors whether in real or virtual forms in connection with voice, text, data and other forms of information in the field of e-commerce and payment and receive services by due observation of the application laws and regulations.
4- To provide value-added services and all other services based on transfer and transmit of data, text and other forms of information.
5- To prepare and approve of instructions, norms and technical and specialty standards in the field of establishment, development, maintenance and operation of mobile communication network.
6- To inter into arrangements with other operators in connection with exchange of communication, data traffic and roaming and use other common resources.
7- To plan, manage and implement the specialty education and training programs and research works for the purpose of development of the required skills.
8- To enter into any kind of contract.
9- To receive any kind of loan, credit and investment from local or foreign resources under any title whatsoever.
10- Ton invest independently or in the form of participation in new corporations or institutions; to act a agent to other local or foreign corporations and / or grant company's agency to them by due observation of capital market laws and regulations.
11- To receive and issue any kind of invention and patent certificate and trade mark or technology and know how transfer license.
12- To act as attorney and legal representative in relation with the above mentioned issues etc.
13- To carry out any and all activities in Iran and abroad in connection with Company's objects including technical, commercial, research, promotion and advertising activities, etc.
Article 3 – Term of the Company
The company is established on registration date to operate for an unlimited period of time.
Article 4 – Nationality and Head Office
The Company is an Iranian company. Company's head office is located in Tehran Province, Tehran, City – Iran. The movement of Company's head office to any other city in Iran shall require the resolutions of general meeting; but the Board of Directors may decide on movement of Company's Head Office to other place in the same city and establishment of new branches or representative offices in Iran or abroad.
CAPITAL AND SHARE CAPITAL
Article 5 –Capital and Number of Shares
The company's capital is the sum of 2,062,984,800,000 (two thousand and sixty-two billion, nine hundred eighty-four million and eight hundred thousand) Rials divided into 2,062,984,800 registered shares with 1,000 Rials par value each.
Article 6 – Share Certificate
All shares of the Company are registered. The Share certificates shall be uniform, printed containing serial numbers and to be signed by any two directors appointed to do so and sealed by Company's official seal. The following information shall be included in share certificates:
Article 7 – Share Transfer
As far as the Company’s name is include in ultra stock market's list, any transfer of Company’s shares shall be only transferred via ultra stock market. All share transfers shall be registered in the share register and cosigned by the transferor and transferee. The full identity and address of the transferee shall be recorded in the share register. All formalities relating to share registration and transfer shall be subject to regulations of ultra stock market. Ownership of any number of Company's share, shall bind the holder to the provisions of this Articles of Association and resolutions of general meeting of the Company.
Article 8 – Indivisibility of Company's Shares
The Company's shares are indivisible; joint holders of a share shall be represented by one person vis-à-vis the Company.
AMENDMENTS OF COMPANY'S CAPITAL
Article 9 – Regulations Governing the Capital Change
Any change in Company's capital shall take place by due observation of all applicable laws and regulations including commercial code, market and securities law and regulations on registration and public offer of securities, approved by Higher Council of Stock Exchange.
Article 10 – Approval of Capital Changes
Any change in Company's capital whether increase or decrease shall be among exclusive powers of extraordinary general meeting of shareholders. Any call of extraordinary for decision making on change of Company's capital shall take place after acquiring prior permission from stock exchange and securities organization and shall be convened within a determined period of time. The capital increase shall be up to the amount permitted by stock exchange and securities organization.
Article 11 – The Procedure of Capital Increase
The capital of the company shall be subject to increase upon prior permission of stock exchange and securities organization and by due observation of the applicable laws and regulations through issuance of new shares. The payment of value of new shares shall be possible through one of the following ways:
Note: The transfer of legal reserve to the capital account shall be forbidden.
Article 12 – Payment of Value of New Shares through Matured Claims
In case of approval of capital increase of the Company through cash claims due to the shareholders by the extraordinary general meeting, the payment of value of new shares shall depend on agreement of the shareholders.
Note: The claims of the shareholders from the company on account of dividends or approval or implementation of capital increase shall be regarded as matured claims and shall be paid on their demand.
Article 13 – Preemption in Purchase of New Shares
In case of approval of capital increase, the existing shareholders shall have the preemption right for purchase of new shares proportional to their holding shares. Such right shall be transferable. The Board of Directors shall determine the time limit for transfer of such right. The period shall be started from the date of subscription and shall not last more than 60 (sixty) days.
Article 14 – Notification of Capital Increase and Forward of Preemption Certificate
The certificate of preemption right for purchase of new shares shall be forwarded to the shareholders via registered mail to their last address notified to the Company by the shareholders. The notice of subscription for new shares, in addition to publishing in the designated newspaper of mass circulation, shall be also posted on Company's official website.
Article 15 – Premium Shares
The extraordinary general meeting may decide to sale the Company's shares at a premium value provided, however, that the same meeting to deice on the manner of expenditure of the proceeds from sale of shares at premium amount.
Article 16 – Capital Decrease
In addition to compulsory capital decrease due to loss of a part of Company's share capital, the extraordinary general meeting may also decide on voluntary capital decrease provided, however, that the decrease of Company's capital shall not hard the equity rights of shareholders. The capital decrease of the company shall be realized through decrease of par value of shares and return of the balance to the shareholders.
Article 17 – Offer of Bonds
Upon approval of general meeting of the Company, the Company may offer bonds. The call of ordinary general meeting of shareholders of the company for decision making on offer of bonds shall depend on prior permission of Stock Exchange and Securities Organization. The ordinary general meeting of shareholders may empower the Board of Directors to acquire the permission of Stock Exchange and Securities Organization within a determined period and then issue the bonds up to a determined amount to be determined by the same general meeting.
Note: The offer of bonds transformable or replaceable with shares shall be subject to approve of extraordinary general meeting of shareholders.
GENERAL MEETINGS OF SHAREHOLDERS
Article 18 – Duties and Functions of General Meetings of Shareholders
The duties and functions of ordinary and extraordinary general meetings of shareholders are the same prescribed under the commercial code.
The general meetings of shareholders are convened by due observation of provisions of commercial code as follows:
1- Ordinary General Meetings: The ordinary general meetings are convened at lease once a year within 4 (four) months after expiration of the fiscal year to deal with the following issues:
2- Extraordinary General Meetings: the meetings shall be convened at any time during the year for dealing with the following businesses:
Note: The general meetings may not assign the right of determination remunerations and attendance fees of directors or inspectors to the Board of Directors.
Article 19 – The Required Conditions for Attending in and Voting in the General Meetings
The shareholders of the Company may attend in general meetings of the Company in person or by proxy; the shareholders that are legal entities shall be represented by real persons. The attending in proxy shall depend on submission of appropriate documents evidencing the representation. Each share shall give the shareholder right of one vote.
Note: In case of share transfer, the transferee may attend in general meetings of the shareholders by presentation of certificate of share transfer or original or provisional share certificate and certificate of shareholding issued by the central depository company and due payment of the share values.
Article 20 – Call for General Meetings of Shareholders
The call for general meetings of shareholders shall take place by publication of call notice in the designated newspaper of mass circulation and also posting the notice on Company's official website. The call notice shall outline the time, date, place of the meeting and the agenda.
Article 21 – Agenda
The authority that calls for the general meeting shall also determine the agenda. All agenda items shall be explicitly outlined in the agenda. The important items include election of directors, inspector(s), decision making on dividend payment and reserves, and change of object of the company; other cases can not be included in the agenda. Any other subject except to the above-mentioned items, which have not been explicitly outlined in the agenda, can not be discussed unless all the attending shareholders vote on their discussion.
Article 22 – Presiding Board
The general meetings of the shareholders shall be presided by a board comprising of a chair, a secretary and two supervisors. The chairman or vice-chairman of Board of Directors and, in their absence, the director appointed by the Board of Directors shall preside the meeting unless the agenda contains dismissal of directors; in the latter case the meetings shall appoint a person among the shareholders to do so upon simple majority of shareholders. Two of the attending shareholders and / or outsiders will be elected by the meeting as supervisors.
Article 23 – The Procedure of Voting
The voting process shall be verbal e.g. by raising hands or standing up as a proof of voting for. If the inspector so wants and the verbal voting seems impossible, the voting could be in writing.
Note: The voting on election of directors and inspector(s) shall be necessarily in writing.
Article 24 – The Quorum Requirement for Ordinary General Meetings
The ordinary general meetings shall be in quorum upon attendance of more than 50 (fifty) percent of the voting shareholders. If such a quorum is not realized as a result of the first call, then the meeting is called for the second time; the meeting convened following the second call shall be in quorum upon attendance of any number of shareholders provided, however, that the result of first call to be pointed out in the second call notice.
Article 25 – The Majority Requirement for Decision Making in Ordinary General Meeting
All decisions in ordinary general meetings are valid upon affirmative vote of half plus one vote of the attending shareholders unless in regard of election of directors and inspectors for which the relative majority shall be decisive. In voting for election of directors, the number of votes of each shareholder shall be multiplied by the number of directors to be elected and the product shall be the voting right of that shareholder. The shareholder may vote only to one candidate and / or more ones from among of the candidates.
Article 26 – The Quorum Requirement in Extraordinary General Meeting and Procedure of Voting
The extraordinary general meetings shall be in quorum upon attendance of more than 50 (fifty) percent of the voting shareholders. If such a quorum is not realized as a result of the first call, then the meeting is called for the second time; the meeting convened following the second call shall be in quorum upon attendance of at least one third of shareholders provided, however, that the result of first call to be pointed out in the second call notice.
BOARD OF DIRECTORS
Article 27 – Number of Directors
The Company is directed by a Board of Directors comprising of 5 (five) directors to be elected from among of shareholders by the ordinary general meeting all could be removed from their post and / or reelected.
Note 1: The ordinary general meeting, in addition to principal members, may also elect two or more alternate members of Board of Directors.
Note 2: At least one of directors shall be non-executive and to have financial education (accounting, economics, financial management and other management fields with financial and economics major field) as well as to have appropriate experience.
Article 28 – Filling the Vacancy in the Board of Directors
In case any vacancy for any reason whatsoever hence there is no alternate member, the Board of Directors shall be obligated to convene the general meeting within 1 (one) month and fill the vacancy.
Note: If the legal entities, which elected as member of Board of Directors, fail to introduce their real representatives within 15 (fifteen) days, this will be regarded as their resignation as a member of Board of Directors.
Article 29 – Resignation of Directors
If anyone of directors decides to resign as a director, then shall notify his / her intention to the Board of Directors at least 30 (thirty) days earlier.
Article 30 – Absence in Meetings of the Board of Directors
The absence of a director to attend in meetings of Board of Directors for four successive times and / totally six times during one calendar year, then he / she shall loss his / her position as a director. The Board of Directors shall decide on justifiability of the absence.
Article 31 – Term of Office of Directors
The members of Board of Directors are elected to have their office for 2 (two) years. The directors shall continue their office as far as their successors have not been elected. There is no encumbrance for reelection of principal or alternate members.
Article 32 – Qualifying Shares
Each member of Board of Directors shall deposit 1,000 shares with Company's fund as qualifying shares as security of their performance during their term of office. This security shall be used for compensation of damages and losses that the Company may incur as a result of director's failure during his / her term of office; the security shall be deposited with Company's fund as long as the director has his / her office. The deposition of these shares shall not prevent the shareholder to exercise the voting rights attached thereto and / or receive of dividends.
Article 33 – Chairman, Vice-Chairman and Secretary of the Board of Directors
The Board of Directors, in its first meeting, which is to be held within one week after the date of ordinary or extraordinary general meeting that elected them, shall appoint a Chairman and a Vice-Chairman which both are to be real persons. The term of office of chairman and vice-chairman shall not exceed the term of office of the Board of Directors. The Board of Directors can remove chairman and vice-chairman and / or reappoint them. In case of absence of both chairman and vice-chairman, the Board shall appoint another director to chair the Board's meetings. Also, the Board shall appoint one director and / or an outsider as secretary of the Board of Directors.
Article 34 – Meetings of Board of Directors
The Board of Directors shall decide on its meetings. The meetings of Board of Directors shall be held in appropriate times with intervals no more than one month upon call of chairman, vice chairman or any two members of Board of Directors and also, whenever the situation so requires, upon call of managing director. A reasonable interval to be considered between the date of meeting and call notice. There will be no more to service of call notice if date of the next meeting is pointed out in the minutes of the current meeting. The meetings of Board of Directors shall be held at the head office of the Company and / or any other place that the Board may determine.
Article 35 – Quorum and Required Majority for Decision Making in Meetings of Board of Directors
The meetings of Bard of Directors shall be in quorum if attended by more than half of directors. The decisions of Board of Directors shall always made by affirmative vote of majority of directors.
Article 36 – Minutes of Board of Directors' Meetings
Proper minutes shall be drawn up for each meetings of the Board of Directors. The name of attending and absent directors and also a summary of transactions discussed in the meeting shall be included in the meeting indicating the date of meeting. The name of directors voted against the decision shall be indicated in the minutes.
Article 37 – Powers of Board of Directors
The Board of Directors has vast powers to take any action and to enter into any transaction for and on behalf of the company; and to deal with all and every matter not expressly falling within the functions of the general Assembly. The powers and functions of Board of Directors shall include but not limited to:
Article 38 – Remunerations of Directors
Upon resolutions of the general meeting of shareholders, it's possible to set aside a known percentage of company's profit to pay as remunerations to the directors by due observation of provisions of the Commercial Code. The said percentage shall not exceed 5 (five) percent of the dividend paid to the shareholders in the year in question.
Article 39 – Transactions of Directors with the Company
The members of the Board of Directors whether real or legal entities and also the managing director shall not be allowed to enter into any transaction with the company, whether directly or indirectly, unless upon prior consent of the Board of Directors. The regulations relating to these transactions have been outlined in the Commercial Code.
Article 40 – Granting Loan or Credit to the Directors
The managing director and directors (except the members of Board of Directors that are legal entities) are not allowed to receive any sum of money as loan or credit from the Company and the Company can not guarantee their liabilities; such actions shall be null and void – if any. The said prohibition shall also applicable to the real persons who represent the legal entities in the Board of Directors and also spouses, children, grand children, brothers and sisters of the people referred to in this Article.
Article 41 – Conflict of Interests of Directors with the Company
The directors and managing directors may not enter into any transaction that may result in conflict of interests with the Company. Any directors who fails to duly observe the provisions of this Article and his / her failure imposes any damages or loss to the Company, shall be liable to compensate the Company; for the purpose of this Article the damage or loss shall also mean the loss of profit.
Article 42 – Managing Director
The Board of Directors shall appoint one of directors or an outsider as managing director and determine his / her scope of powers and responsibilities, salary, and other employment conditions. The Board of Directors may assign a part of its powers, outlined under Article (38) to the managing director. The managing director, within the scope of powers delegated to him / her shall be regarded as Company's representative and shall have the right to sign the documents. If the managing director is member of Board of Directors, then his / her term of office shall not exceed the term of office of the Board of Directors. The Board of Directors shall not be allowed to simultaneously act as chairman of Board of Directors.
Note: The name, particulars and scope of managing director's powers shall be sent to the corporation registry through forwarding a copy of minutes of board of directors and then shall be published in the designated newspaper of mass circulation.
Article 43 – Vacancy in Managing Director's Position
In case any vacancy occurs in managing director's position as a result of resignation, dismissal, or any other reason whatsoever, the Board of Directors shall appoint another person as managing director within one month as of vacancy. If the appointment process of managing directors takes more than one week, then the Board of Directors shall temporarily appoint a person to carry out managing director's functions and determine his / her scope of powers explicitly.
Article 44 – Legal Signatories
All binding and negotiable documents and instruments of the Company including contracts shall stand valid bearing the signature of person(s) determined by the Board of Directors to do so. The name of signatories of the Company shall be notified to the corporation registry and then to be published in the designated newspaper of mass circulation.
Article 45 – Election of Legal Inspector
The ordinary general meeting shall elect one of well-known trustable audit firms as principal legal inspector of the Company and another one as alternate inspector and shall determine their scope of powers and functions; the term of office of legal inspector(s) shall be one year.
Article 46 – Duties and Functions of Legal Inspector
In addition to the duties and functions prescribed under the applicable laws and regulations, the inspector shall have the following functions and duties:
1- To comment on financial statements based on national accounting and auditing standards and also regulations announced by Stock Exchange and Securities Organization.
2- To report to the general meeting of shareholder about the observation or non-observation of the applicable laws and regulations by the Board of Directors.
Article 47 – Legal Inspector's Remunerations
The ordinary general meeting of shareholders shall determine the remunerations of legal inspector(s); the legal inspector, managers, employees and their family members may not receive any money, property or privilege from the company except for the remunerations approved by the ordinary general meeting and may not enter into any transaction with the company whether directly or indirectly.
Article 48 – Fiscal Year
The Company's fiscal year begins on Farvardin 1st (March 21st) in each year and ends on end of Esfand of the same Iranian year (March 20th of the next Gregorian year).
Article 49 – Annual Accounts
The Board of Directors shall prepare the financial statements for each fiscal year after expiration of the year and submit them together with a general report on Company's operations to the legal inspector for review.
Article 50 – Financial Statements
The audited annual financial statements of the company shall be submitted to the general meeting up to 4 (four) months after expiration of the fiscal year at the latest for their approval.
Article 51 – Legal Reserve and Optional Reserve
The legal reserve shall be formed as prescribed under commercial code; the company may also set aside other reserves upon proposal of the Board of Directors and approval of the ordinary general meeting.
DISSOLUTION AND LIQUIDATION
Article 52 – Optional Wind up of Company
Upon proposal of the Board of Directors, the extraordinary general meeting of shareholders may decide to wind up the Company. The Board of Directors' proposal shall also contain appropriate reasoning for the proposal. The same report, before submission to the extraordinary general meeting, shall be submitted to the legal inspector for review. The extraordinary general meeting can not make any decision on wind up of the Company unless after hearing the legal inspector's report. The extraordinary general meeting, which is formed to wind up the Company, shall be in quorum by attending at least 75 (seventy-five) percent of shareholders.
Article 53 – Liquidation
Whenever the company is dissolved as per provisions of the above article, the liquidation process shall take place as per the applicable laws and regulations.
Article 54 – Regulations of Stock Exchange and Securities Organization
All organs of the Company shall be obligated to observe all regulations announced by Stock Exchange and Securities Organization.
Article 55 – Unforeseen Issues
All other issue not provided for herein shall be subject to commercial code, securities and stock market law of the Islamic Republic of Iran, regulations announced by Stock Exchange and Securities Organization and other applicable laws and regulation.
Article 56 – These Articles of Association
These Articles of Association, containing 56 articles and 11 notes was approved by extraordinary general meeting on August 1st, 2010. Any amendment in these Articles of Association shall be subject to prior approval of Stock Exchange and Securities Organization.