Articles of Association of Steel Equipment Kavir Company

Chapter One – Company Name and Type, Objectives, Duration, Registered Office, Capital, Nationality, Shares

Article 1 – Company Name and Type – Kavir Equipment Installation, Steel Structure Fabrication, and Weld Testing Company (Private Joint Stock).

Article 2 – Company Objectives – Preparation and provision of industrial and production plans; selection and procurement of machinery; execution of industrial and urban installation projects; fabrication and installation of steel structures and high-pressure vessels; installation and commissioning of equipment; repair and renovation of equipment; maintenance of industrial buildings; insulation, painting, packaging of components; welding inspections; economic feasibility studies; service activities; and any other activities related to the above, in accordance with the laws and regulations of the Government of the Islamic Republic of Iran.

Article 3 – Company Duration – Unlimited, effective from January 30, 1993.

Article 4 – Registered Office – Mobarakeh, Imam Hossein Street, next to the Governor’s Office, No. 25.

Article 5 – Company Capital – Four million Rials divided into 400 registered shares with a nominal value of ten thousand Rials each, of which 35% has been paid in cash and the remainder is subscribed.

Article 6 – Company Nationality – Iranian.

Article 7 – Company Shares – All share certificates must bear the signatures of the company’s authorized signatories and the official company seal.

Article 8 – Share Transfer – Transfers shall be registered in the Company’s Share Register in accordance with Article 40 of the Commercial Code, and both the transferor and transferee must sign the register.

Article 9 – All rights and obligations arising from each share belong to its holder. Ownership of a share constitutes conclusive legal evidence of acceptance of these Articles of Association and the resolutions of the General Meetings. Shares are indivisible, and the Company shall recognize only one owner for each share.

Article 10 – Conversion of registered shares into bearer shares and vice versa shall be carried out in accordance with Articles 43 to 50 of the Amendment to the Commercial Code relating to Joint Stock Companies.

Article 11 – The General Meeting of Shareholders shall be held during the first three months of each fiscal year to review the balance sheet, profit and loss statement of the previous fiscal year, the Company’s assets, receivables, liabilities, and the reports of the Directors and Auditors. Extraordinary General Meetings may also be convened upon the proposal of the Board of Directors or the Auditors.

At each General Meeting, a Board of the Meeting consisting of one Chairperson, two Supervisors, and one Secretary shall be elected from among the shareholders. The Secretary may also be selected from outside the shareholders.

Article 12 – All invitations to Ordinary or Extraordinary General Meetings shall be made by publishing a notice in the widely circulated newspaper designated for the Company’s announcements. The notice shall include the agenda, date, time, and venue of the meeting.

Note 1 – If all shareholders are present at the meeting, publication of the notice and invitation formalities shall not be required.

Article 13 – The interval between publication of the notice and the meeting date shall be no less than ten days and no more than forty days.

Article 14 – Attendance of a shareholder’s attorney or legal representative, upon presentation of a valid power of attorney or proof of representation, shall be considered equivalent to the attendance of the shareholder.

Article 15 – At Ordinary General Meetings, the attendance of shareholders holding more than half of the Company’s shares is required. If the quorum is not met, a second invitation shall be issued after fifteen days, and the meeting shall be valid regardless of the number of shareholders present. The second invitation must mention the outcome of the first invitation.

Article 16 – Decisions of the Ordinary General Meeting shall be adopted by an absolute majority of votes cast at a duly constituted meeting, except for the election of Directors and Auditors, which shall be conducted by relative majority in accordance with the last paragraph of Article 88 of the relevant legal bill.

Article 17 – The Ordinary General Meeting may decide on all Company matters except those reserved for the Extraordinary General Meeting.

Article 18 – Distribution of profits among shareholders shall only be permitted after approval by the General Meeting.

Article 19 – The Board of Directors and the Company’s Auditors may convene Extraordinary General Meetings whenever necessary.

Article 20 – At Extraordinary General Meetings, shareholders holding more than half of the Company’s shares must be present. If the quorum is not achieved upon the first invitation, a second invitation shall be issued, and the meeting shall be valid with shareholders holding more than one-third of the Company’s shares. The second invitation must indicate the result of the first.

Article 21 – Resolutions of the Extraordinary General Meeting shall be adopted by a two-thirds majority of the votes cast.

Article 22 – Any amendments to these Articles of Association, increase or reduction of capital, or dissolution of the Company before the specified term shall fall exclusively within the authority of the Extraordinary General Meeting.

Article 23 – The Company shall be managed by a Board of Directors consisting of three principal members elected from among the shareholders. The Company may also appoint alternate members.

Article 24 – Members of the Board of Directors shall be elected by the Ordinary General Meeting for a term of two years and may be re-elected.

Article 25 – Each member of the Board of Directors shall deposit at least five of their shares as collateral for the proper performance of their duties. Such shares shall not be returned until the Director has obtained a formal discharge for their term of office.

Article 26 – Approval of the balance sheet and profit and loss statement for each fiscal period shall constitute a discharge of the Directors for that fiscal year.

Article 27 – Except for matters reserved by law or these Articles of Association for the General Meeting, the Board of Directors shall have full authority to manage the Company’s affairs, provided that its decisions remain within the Company’s objectives.

Article 28 – At its first meeting, the Board of Directors shall elect one member as Chairperson and one member as Vice Chairperson. Their terms shall not exceed their terms as Directors.

Article 29 – The Board of Directors shall appoint a natural person, either from among its members or from outside the Company, as Managing Director. The Managing Director’s term shall not exceed the Board’s term.

Article 30 – In addition to convening and chairing Board meetings, the Chairperson and Managing Director shall convene General Meetings whenever the Board is legally obligated to do so.

Article 31 – Meetings of the Board of Directors shall be held at the Company’s office whenever necessary, unless another location is designated by the Chairperson or Managing Director.

Article 32 – Board meetings shall require the attendance of more than half of the Board members, and resolutions shall be adopted by majority vote of those present.

Article 33 – Subject to the approval of three-fourths of the votes present at the General Meeting, the Managing Director may simultaneously serve as Chairperson of the Board.

Article 34 – The Board of Directors shall act as the Company’s legal representative and shall possess all necessary powers to manage the Company’s affairs, including but not limited to:

1- Performing administrative affairs and legal formalities.

2- Supervising the Company’s accounts and preparing annual balance sheets and budgets.

3- Hiring and dismissing employees, workers, engineers, specialists, consultants, and determining their salaries and benefits.

4- Safeguarding Company assets and maintaining an asset register.

5- Preparing internal regulations.

6- Implementing General Meeting resolutions.

7- Entering into contracts with companies, banks, organizations, and individuals, and obtaining necessary loans.

8- Purchasing and selling movable assets, machinery, factories, and all equipment required by the Company.

9- Participating in partnerships with other companies and legal or natural persons.

10- Borrowing funds, creating mortgages, or obtaining any form of credit.

11- Opening all types of current and fixed bank accounts.

12- Issuing and paying bills of exchange, promissory notes, and related financial instruments.

13- Representing the Company in all judicial proceedings, whether as plaintiff or defendant, before all competent courts, with full authority to appoint attorneys and delegate powers.