ARTICLES OF ASSOCIATION OF THE ARAB WAR RISKS INSURANCE SYNDICATE (MARINE CARGO & HULL)

A) THE GENERAL ASSEMBLY

ARTICLE (1)

The General Assembly :

Is the Highest Authority of The Syndicate and consists of all Member Companies and has the following duties :

(a) Selecting the Technical Committee Members and setting their remuneration.

(b) Laying down the general policy of The Syndicate, and in particular the investment policy of the accumulated funds.

(c) Approving the Annual Accounts of The Syndicate.

(d) Amending The Syndicate's Agreement.

(e) Defining the classes of insurance with which The Syndicate can deal.

(f) Dissolving The Syndicate.

(h) Appointing the External Auditors and setting their fees.

(i) Review and endorse the resolutions of the Technical Committee concerning the acceptance of new Members.

ARTICLE (2)

In determining the Members' votes during the General Assembly meetings, the following basis shall be followed:

1- The total number of the Members' Votes is 10,000

2- 2,000 of the above Votes shall be divided equally between the Countries concerned and then the Votes of each Country shall be divided equally amongst its member Companies.

3- 2,000 of Votes shall be divided proportionally according to each member company’s total reserves of the total Syndicate reserves

4- The remaining 6,000 Votes shall be distributed amongst the Member Companies, each according to its share in the priority of the Syndicate.

5- The number of Votes of each Member Company shall be rounded to the closest whole figure. (No decimal figures)

ARTICLE (3)

The General Assembly shall meet at The Syndicate's headquarters, or any other place, at least once a year upon an invitation by the Technical Committee and there shall be a Quorum if the majority of the Votes are present, otherwise the meeting will be held on the following day.

ARTICLE (4)

Proxy is permitted between members. However the number of votes held by single Member should not exceed five percent of the total votes.

ARTICLE (5)

Resolutions shall be passed by the majority Votes of The Syndicate's Members, except for resolutions concerning the amendment of the Syndicate's agreement or, defining the classes of insurance with which the Syndicate deals or, dissolving the Syndicate, where two thirds majority shall be needed.

ARTICLE (6)

The General Assembly can be convened for an extraordinary meeting by the Technical Committee or at the request of Members representing one third of the Votes, where the meeting should be held within one month from the date of receiving such notice.

B) THE TECHNICAL COMMITTEE

ARTICLE (7)

The Technical Committee :

Is The Syndicate's planning, steering, executing and follow-up Authority of The Syndicate's activities, and has the power to take the necessary decisions to achieve the purposes for which the Syndicate was established. It shall consist of nine persons as ordinary members and two reserve members. The General Assembly will elect eight members and two reserve members; and the member companies from the Syndicate’s country of Headquarters will chose the ninth member, who should be a citizen of that country.

1- Each member of the nine Technical Committee members should be experienced in insurance and reinsurance, and employed by one of the member companies.

2- The technical committee will serve for a term of three years, and in case the ordinary membership (other than the membership reserved for the country of Headquarters) becomes vacant, the Technical Committee chooses one of the reserve members as a replacement. In case the membership of the country of Headquarters becomes vacant, the procedure for choosing a replacement will be the same as that for selecting the original member. And in any case the replacements will serve till the expiry of the current Technical Committee term.

ARTICLE (8)

(a) The Technical Committee shall meet at least three times a year, at the request of the Chairman, or two of its members, and shall elect, during its first meeting, the Chairman (who should not serve for a more than two consecutive terms) and Vice Chairman. The Technical Committee can also invite to its meetings any person whose experience would be of assistance. This person shall not have the right to vote.

b) The Technical Committee meetings shall be held at The Syndicate’s headquarters, and it also can hold its meetings in any other place.

ARTICLE (9)

In order for the meeting of the Technical Committee to constitute a Quorum, the majority of its members should be present including the Chairman or Vice Chairman. Otherwise, the meeting shall be postponed to the next day after which, if there is no quorum, another meeting date will be set.

ARTICLE (10)

The Technical Committee performs the following duties:

(a) Accepting new members, and in case of refusal, the matter shall then be referred to the General Assembly at its first forthcoming meeting.

(b) Planning & designing The Syndicate's general policy and the supervising & following-up the implementation of its projects in a way that guarantees the balanced achievement of The Syndicate's objectives, economically, scientifically and technically.

(c) Setting up the technical guidelines of The Syndicate.

(d) Determining the insurance rates, conditions, commissions and profit commissions.

(e) Allocating the Member Companies shares in The Syndicate's priority.

(f) Arranging the reinsurance covers.

(g) Preparing the Annual Financial Statements and Annual Reports and presenting them to the General Assembly.

(h) Organizing training courses for The Syndicate's staff inside and outside the country where The Syndicate has its Headquarters.

(i) Pursuing the implementation of the technical and investment strategies of The Syndicate.

(j) Proposing amendments to the Articles of Association of The Syndicate.

(k) Laying down the rules and regulations governing the technical, administrative, executive and legal affairs of the Syndicate; deciding on Staff and other personnel matters; and forming the necessary Committees for running The Syndicate's operations.

(l) Giving the necessary authorization to one or more Members of the Technical Committee or the Executive Staff.

(m) Convening the General Assembly to meet for the purpose of looking into, discussing and deciding upon important and urgent issues which are outside the scope of the Committee's authority.

ARTICLE (11)

The Chairman of the Technical Committee shall be the legal representative of the Syndicate, and has the authority to duly sign on its behalf, in accordance with the Resolutions of the General Assembly, and in particular, he performs the following duties:-

(a) Ensures the implementation and following-up the Technical Committee resolutions.

(b) Submits suggestions to the Technical Committee plans and proposals that ensure the development and expansion of The Syndicate's activities.

(c) Appoints, promotes and deals with personnel matters relating to the Staff, provided that he notifies the other members of the Technical Committee of the above.

(d) Submits regular reports to the Technical Committee concerning the activities and endeavors of The Syndicate with the employees, with the right to appoint or give a power of attorney or authorize any member of the Technical Committee to any assignment concerning The Syndicate, provided that he notifies the other members of the Technical Committee of the above.

(f) Preparing the budget and supervising its implementation.

(g) Submitting the proposed Annual Financial Statements of The Syndicate to the Technical Committee at the end of each financial year supported by a report on The Syndicate's activities and progress.

ARTICLE (12)

The Technical Committee's resolutions shall be passed by a majority Votes of the attending Members, and in case of equality in votes, the presiding Chairman shall have a casting vote.

ARTICLE (13)

A) The membership of any member of the Technical Committee shall terminate if the member is no longer employed by any of the member companies.

B) The General Assembly may consider the membership of a Technical Committee Member terminated, in any of the following cases:-

(a) If the member has not attended three consecutive meetings without a valid excuse.

(b) If the member submits his resignation from the Committee and such resignation is accepted.

(c) If the Member loses his capacity, or cannot perform his duties for any reason.

C) THE EXECUTIVE MANAGEMENT

ARTICLE (14)

(a) The Executive Staff consists of a number of full-time employees appointed by the Technical Committee for the administration of The Syndicate, and the Chairman of the Technical Committee may appoint any other person to perform duties which are required by The Syndicate, and pay him adequate remuneration.

(b) The Executive Staff have the right to ask the Member Companies to provide them with explanations and information regarding all what falls within the activities of The Syndicate, and also to have access to the records and documentation of the Member Companies relating to the business in question, provided that such access takes place at the Head offices of the Member Companies during the official working hours.

Member Companies also have the right, in the same method which is mentioned above, to have access to the relevant records and documentations which are held by the Syndicate's Executive Staff.