Commercial Companies Law

Article 152 — Article (152) Prohibited Acts of Related Parties

Part Four: Public Joint Stock Companies · Chapter Two: Management of the Public Joint Stock Company

1. Related parties shall be prohibited from taking advantage of any information that comes to their possession by virtue of their membership or position in the company for the sake of achieving any personal interest for themselves or for third parties, as a result of dealing in the securities of the company and any other transactions. In addition, it shall not be permitted for any of these parties to knowingly have any direct or indirect interest with any entity that carries out transactions intended to influence the rates of the securities issued by the company. 2. The company may not enter into any deals with a related party for a value not exceeding [5%] of its capital without the prior consent of the board of directors. In addition, approval of the company's General Assembly shall be deemed a prerequisite for any value in excess of such percentage after the deals have been valuated in accordance with the controls and conditions laid down a resolution of the SCA. 3. It shall not be permitted for a director – without the consent of the General Assembly of the company [to be renewed every year] – to participate in any business which is in competition with the company, or to trade for their own benefit or for the benefit of third parties in any branch of the activity conducted by the company. In addition, it shall not be permitted for a board member to disclose any information or data related to the company, otherwise the company may demand compensation or the resulting profits the member has earned as a result. 4. Prior to entering into any deal with the company, the related party is required to disclose to the board of directors the nature and terms of the deal and all essential information concerning their stake or contribution to the two companies involved in the deal, and the extent of their relevant interest or benefit. 5. When the Company enters into deals with the related parties, the Chairman of the board of directors of the company shall furnish to the SCA a statement containing the information about the related party, details of the deal, and the nature and extent of the related party's potential benefit from the deal, in addition to any further data, information or documents requested by the SCA, along with a written confirmation by the related party acknowledging that the terms of the deal are fair, reasonable and in favor of the company's shareholders. 6. The related parties, transactions associated with the interest conflict, duties of the party relevant to the company, as well as the deals, shall be defined according to the resolutions and regulations to be issued by the SCA.

WAWhatsAppTGTelegram