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Article of Association of Telecommunication Company of Iran

(LLP)

Registration Number 325081

* Chapter 1: Summary, name, type, object, duration, nationality and company's main
office
* Chapter 2: Capital and shares
* Chapter 3: Changes in company capital
* Chapter 4: General assemblies
* Chapter 5: Board of directors:
* Chapter 6: Inspector
* Chapter 7: Company accounts
* Chapter 8: Company dissolution and liquidation
* Chapter 9: Other issues

Chapter 1: Summary, name, type, object, duration, nationality and company's main office

Summary:

Telecommunication Company of Iran has been stablished in accordance with establishment act
of TCI dated June, 18, 1971 and possess legal personality according to article 587 of law of
commerce. In order to execute article 44 of constitution and according to article 7 of the fourth
economic, social and cultural development plan of the Islamic Republic of Iran and cabinet
ratification number 28627/T/39760 dated May, 18, 2008 TCI became an LLP and has been
registered in company registration office by registration number of 325081. In order to execute
paragraph 3 of article 18 of the law for correcting some items of the law for of the fourth
economic, social and cultural development plan of the Islamic Republic of Iran and execution of
overall policies of articles 44 of constitution, TCI articles of association ratified in 1971was
discussed by TCI general assembly and has been ratified by the following corrections. This
document will replaced the previous article of association after validation of allocation council
and belongs to shareholders according to the regulations of this document.

Article 1. policies and long-term and mid-term telecommunication and IT plans in frame work of related regulations in order to present to competent authorities · Ratification of telecommunication and IT comprehensive plans in company's area of responsibility · Supervision and evaluation of telecommunication networks of related companies and subsidiaries in the framework of regulations and laws · Compilation of regulations and standard related to design. data and content transformation. maintain and utilization of telecommunication networks in subsidiaries in compliance with national and international regulations and standards and supervision on their proper implementation · Compilation and propose tariffs related to company activities to competent authorities B) Secondary objects: · Obtaining any loan or finance via internal or external resources and publishing bonds · Management. · Preparing necessary recommendations on strategies. in such a way that full and integrated creation and distribution of ICT services can be possible in non-parent telecommunication networks. Article 2. development and supply financial resources and optimum use of them via financial circulation among company and related companies and subsidiaries · Attracting and obtaining domestic and international capitals for developing and progressing company activities . stablish.Object of company: Object of company compromises: A) Main objects: Performing all activities related to establishment act of Telecommunication Company of Iran ratified in 1971 in order to create and utilize telecommunication networks and any activity related to ICT including the following except telecommunication parent networks: · Creation and utilization of fixed telephone networks.Name and type of company: Company name is Telecommunication Company of Iran (LLP) hereinafter referred to as TCI.

reorganizing and transferring duties and human resources among subsidiaries in the framework of laws and regulations · Membership and participation in assemblies and specialized regional and international agencies in compliance with laws and regulations · Creating possibility of exchanging technical.Company duration Duration for TCI activities in unlimited from the date of establishment Article 4. TIC main office locates at Tehran in Tehran province. allocation. Transferring TCI main office to any city of Iran needs ratification of extraordinary general assembly. Board of directors has the right to open or close new branches or units in the country or abroad. dissolution. · Participate in any industrial. study and performing other necessary actions in order to develop technology. transfer technical knowledge and informing in telecommunication and IT area considering company duties · Support educational and research activities in the expertized fields related to telecommunication and IT and support training programs required for company's experts · Support researches and scientific activities and developing human resources and other factors effective in refinement of management and company productivity · Supervision on management affairs and financial system of related companies and conducting necessary audit and inspection · Preparing subsidiaries for allocation. business and service cooperation and investment in the country or abroad related to company activities in the framework of laws and regulations · Investigation. Chapter 2: Capital and shares . price determination and timetable for sale of shares in the framework of laws and regulations · Creation. Changing address on the same city can be done by ratification of board of directors.Nationality and main office TCI nationality is Iranian. scientific and business information and creating financial relations in the activities assigned to TCI with subsidiaries and among them Article 3.

Joint owners of shares must delegate a person to represent them against the company. too.Shares are not dividable TCI shares are not dividable.Capital amount and number of shares TCI capital is equal to 45873655652000 Rials which is divided into 45873655652 er shares each valued 1000 Rials and is paid by name to the shareholders. They have to be sealed and contained the following: · Company name and its registration number assigned by company registration authority and Securities and Exchange Organization (SEO) · Certificate registration number assigned by SEO · Value of registered capital and the value has been paid · Stock type · Nominal value of stock and the value paid in both alphabet and digits · Number of shares represented by each certificate · Name and national code of shareholder Article 7. Article 6. They have uniform shape and have been printed with serial numbers and must be signed by two TCI directors. Formalities for transferring shares in the company is in accordance with SEO regulations for stock exchange deals. Transfer of shares must be registered in company's share registration book.Article 5. Full identity and address of the new shareholder must be recorded in company registration book and the new shareholder or his/her legal advocate has to sign the book.Transfer of shares SEO is the only reference for transferring company shares while the company is active in stock market.Stock certificate All stock certificates of the TCI have name. Transferor of share or his/her legal advocate must sign the book. . Article 8. Owing or receiving each share of the company requires acceptance this articles of association and decisions of general assemblies of shareholders.

Regulations govern capital change TCI capital change must be performed in accordance to related laws and regulations including law of commerce. . payment of nominal price for new shares requires shareholders agreement. Article 12.. law of securities market ad instruction for registration and delivery of securities ratified by SEO supreme council.Ratification of capital change Any change in company capital including decrement or increment is only valid if ratified by extraordinary general assembly. Article 11.Payment of news share price from receivables If extraordinary general assembly approved company capital rise from shareholders’ cash receivables. Inviting for the assembly of reviewing company capital change requires approval of SEO for compliance with laws and regulations. extraordinary general assembly can allow board of directors increase company capital up to the value ratified by the assembly not later than two years after the assembly decision made. Note: Obtaining approval from SEO. Article 10.Company capital rise Company capital can be raised by issuing new shares after approval of shareholders and extraordinary general assembly and in compliance with related regulations.Chapter 3: Changes in company capital Article 9. Payment for shares with new nominal price can be done by one the following methods: · Cash payment of nominal price · Changing receivable cashes into new shares · Transferring undivided profits or gains from extra value of shares to company capital · Changing bonds into shares Note: Changing legal savings into capital is prohibited.

Note: Shareholders cash receivables form ratified profit or profit made out of capital raise.Spending shares Extraordinary general assembly can decide on selling new shares with price higher than nominal values in order to raise capital proposed by board of directors if the method of spending extra value gained has been cleared in the assembly.Issuing bonds . Article 14. Announcement of new shares underwriting must be published in mass-circulation newspaper and announced to the shareholders via TCI official website. This right is transferable. Article 15. Mandatory capital reduction is being done by reducing number of shares or shares nominal amount. company extraordinary general assembly can decide on capital reduction proposed by board of directors if this reduction does not damage balance of shareholders rights. Optional capital reduction is done by reducing nominal price of shares in equal fraction and returning reduced amount to share owners. Article 16. company shareholders have priority in purchasing new shares proportional to their amount of shares.Capital reduction Other than mandatory reduction of capital due to waste of company capital.Capital raise announcement and sending share options certificates Share option share option must be sent via registered mail service to the last declared address of shareholders or to the central depository office. Article 13. Deadline for implementing this priority is proposed by board of directors and approved by extraordinary general assembly and is not less than 60 days. is considered done and can be paid if requested by shareholders.Share options in purchasing news shares If capital raise is approved. Article 17.

Chapter 4: General assemblies Article 18.Extraordinary general assembly: This assembly can be hold in any case as the following: · Changing articles of association content · Changing capital amount (raise or reduction) · Issuing exchangeable (exchangeable with shares) bonds · Company dissolution in accordance with regulations of law of commerce . This required obtaining allowance from SEO.Duties and responsibilities of general assemblies Duties and responsibilities of ordinary and extraordinary general assemblies of TCI are the same as the duties and responsibilities mentioned in law of commerce for LLP companies. shareholders can be invited to participate in ordinary general assembly. TCI ordinary assemblies are held in compliance with law of commerce as following: 1-Ordinary general assembly: this assembly must be held once a year maximum 4 months after expiry of fiscal year and to address the following items: · Listening to directors report on last fiscal year performance · Listening to inspector(s) report · Review and approve last fiscal year financial reports · Ratification of dividable profit · Ratification of bonus amount for board of directors’ members · Selecting main and reserve inspector(s) and their salary · Selecting mass-circulation newspaper(s) for publishing company announcements · Selecting directors · Issuing unchangeable or non-transferable bonds · Other items specified in law of commerce as competency of ordinary general assembly 2. If SEO approved that the process of issuing bonds had been done in compliance with laws and regulations. Ordinary general assembly can allow board of directors issue bonds with the value ratified by the assembly in a timeline not exceeding two year after the decision had been made.TCI can issue bonds if ratified by ordinary general assembly.

inspectors.Required condition for presence right and vote right in assemblies: All shareholders or their legal advocates regardless to their amount of share can attend in all general assemblies and have one vote for each share. new shareholder can participate in the assembly by presenting one of the following documents: · Share purchase announcement · Share deposit and transfer certificate · Original copy of share certificate · Certificate issued by central deposit company and balance sheet for the cashes paid Article 20.Assembly managerial board: General assemblies are directed by a managerial board consists of a chair. Article 21. General assemblies are held chaired by head of company's board of directors or . diving profit and savings and changing subject of activity cannot be specified as other items in the agenda.Invitation announcement for general assemblies: Inviting shareholders to all general assemblies must be done via publishing announcement in mass-circulation newspaper like other announcements related to the company and via TCI official website. a secretary and two supervisors. Article 22. All the items covers by the minute must be clearly mentioned in the invitation announcement. Article 19.Note: Submission of determining bonus and payment to members of directors’ board and inspector(s) to company directors is not permitted.Agenda: Agenda for the assembly is provided by who has invited the attendees. Items have not been covered in the agenda cannot be discussed in general assembly unless all shareholders have attended in general assembly and vote discussing such items. Minute. Important issues such as selecting board of directors’ members. date and time of assembly and complete address of the meeting location must be mentioned in the announcement. Note: If shares had been transferred. Validated document for presence of advocates is mandatory.

If minimum requirement has not been met by the first invitation. Article 23. Two shareholders will selected as observers and one more as the secretary. invitation for the second meeting will be issued and the second meeting will be held regardless to the number of attendees if the result of the first meeting has been specified in the invitation for the second meeting.Majority of votes required for ordinary general assembly: Decisions are made in ordinary general assembly considering half plus one of votes unless for selecting directors and inspectors where relative majority of vote is required. Article 25. For selecting directors. second invitation will be done and this assembly is credible by attending one-third of shareholders if the result of first invitation has been announced in second invitation. number of votes for each voter multiplies in number of directors. Article 24. If this requirement has not been satisfied in the first meeting. Article 26. . In this situation assembly chair will be selected among shareholders by voting. Decisions of extraordinary general assembly is always credible by two-third of voters of attendees in the meeting.Voting method: Voting is done oral (by raising hand or standing up) unless general assembly decides on written voting.his/her deputy and if they are absent the assembly will be chaired by a director had been selected by the board of directors to do this task unless in assemblies including selection or dismissal of directors. Note: Voting for selection of board of directors’ members and inspector must be written.Minimum requirement for credibility of ordinary general assembly: Attending owners of more than half of the company's shares with vote right in ordinary general assembly is mandatory.Minimum requirement for credibility of extraordinary general assembly and voting: Owners of more than half of the shares have to attend in extraordinary general assembly. Voters can vote one candidate or divide it between different candidates.

Directors’ board must approve legitimacy of the absence. Note 2: At least one of the members of directors’ board or his/her advocate must be non-tasked and hold financial educational degree (accounti.Absence in director’s board meetings Absence of any directors’ board members or his/her advocate in 4 consecutive or 6 alternative meeting during a year with legitimate excuse results in expiry of the membership. Directors can be fired and reselecting them is allowable. Note 1: Ordinary general assembly can select reserve members for board of directors. Article 29. this is considered as resignation of legal person. Note: If legal persons with membership in directors’ board had not introduced their agent in 15 days after voting in the assembly or this position has not been occupied for one month.Board of directors’ number of members: Company is directed by a board consisting of five person selected by the ordinary general assembly among shareholders.Directors duty period: .Complementing members of directors’ board: If number of directors’ board in less than assigned minimum number and no reserve members had been selected. economy.Chapter 5: Board of directors: Article 27. Article 31. other fields related to finance or economy) Article 28.ng.Resignation of directors’ board members: If any member of directors’ board decides to resign he/she must inform directors’ board and inspector at least 30 days before. Article 30. directors’ board has to hold ordinary general assembly in less than one month in order to complement directors’ board. financial management.

Board of directors meeting hold on company main office or in any other location specified in the invitation. Reselecting main and reserve members of directors’ board for the next periods is permitted. .Bail shares: Each director has to owe at least 1000 stocks of company shares during his/her duty period and must keep them in company as bail. Article 35. deputy or two members of the board and if necessary by invitation of CEO.Directors are tasked for their responsibilities for two years. If head and his/her deputy is absent. This mission is continued until the registration process of the announcement for new directors completes in official authority. directors’ board select a person among them to conduct duties of the head. Directors’ board has to hold the meeting in periods not longer than one month by written invitation of head. These shares are registered by name and are not transferable and will be kept until director balances his/her account with the company after his/her duty period. Head and deputy of the board can be removed or reselect to these positions by the directors' board. A rational time must be considered between date of sending invitation and date of the meeting.Board of director head. sending invitation is not necessary. Board of directors' decision are credible regarding relative majority of votes. Article 33. deputy and secretary: Board of directors selects one member as head of board and another one as deputy at its first meeting after ordinary general assembly. If exact time and date of the next meeting is specified in board of directors' meeting minute. Article 34. Article 32. These shares are kept as guarantee for compensation of any potential damage caused by directors personal or group mismanagement.Holding board of directors' meetings: Period for holding directors’ board meetings is determined by directors’ board. Directors’ board select a person among them as secretary for one year.Credibility limitation for meetings and required majority: Meetings of directors' board are credible if more than half of its members attend. Duty period for head and deputy of the board in no longer than their duty period as members of directors' board. These shares can be used by the director in general assemblies for voting and the profit of them will be paid.

Commitment. judicial authorities and other ordinary and legal persons.Board of directors' meetings minute: A minute must be prepared for each meeting of directors' board and must be signed at least by all present members attend in the meeting. logo and purchase and sell or assignment of patents or any right 11. appeal. compromise. providing claimer. endorse. agreement. acceptance.Representing company against shareholders. 2. 10. 4. 13. confession whether in claim or in cases against claims. companies and official institutes with respect to current articles of associations. request custody for people and properties via official and legal references. this opinion must be specified in the minute. payment and requesting commercial documents.Lending any document. exchanging movable goods including conducting all operations and deals mentioned in article 3 of statute. claim a hoax. claim for damages.Getting loans from banks. 9. counterclaim. determining expert.Getting company's receivables and paying debts including. refund claim and refer claim to legal referees with or without authority to compromise. Article 37. proposed by CEO. all private and public organizations and institutes.Prediction and ratification of company's annual budget 6.Ratification of company internal regulations and instructions.Article 36. deed. 8.Propose any criminal or legal claim on behalf of legal or regular persons an defend any claims against company in all authorities considering research right.Signing any contract and change or cancel it on purchase and sell.Decision making on establishment and removing agents or branches in Iran or any other point worldwide.Decision making on issues related with registration and bargaining all nonmaterial laws including patent or registration of trade name. .Hypothecate company’s properties including moveable and immovable and cancel it any time needed 14. Name of present and absent directors must be specified and a brief of discussions and decisions made must be available in the minute.Ratification of organizational structure. lawyer determination. 3. employment guidelines and amount of salary 5.Authorities of directors' board: Board of directors has the full authority for any action on behalf of the company of conducting any operation or deal related to company scope of activity and making any decision which has not been clearly specified as general assembly authority. request issuance of executive document and follow its operational process and changing convicted to valedictory cases in courts and offices. company's cashes or bonds and refunding them 12. 7. setting deadline for getting debts.Opening any account and using it registered as company property in banks and credible financial institutes. If a director did not agree with all or part of any decision made. This includes the followings: 1.

Review and ratify policies and company's operational program 22. This prohibition includes representatives of legal person in board of directors and also spouse.Allocating loans and credits to directors: Company CEO and members of directors' board. father.Decision making on using consultancy services and domestic and foreign experts 23. grandchildren.Supervision on proper implementation of tasks and supervision on all management affairs and financial system of subsidiaries and conducting necessary audit and inspection affairs 26.Propose any saving more than legal saving 19.Bonus for board of directors' members: Each year general assembly may decide to allocate a defined fraction of special profit as bonus to board of directors in compliance with latest corrections of law of commerce. except legal persons.Propose method for dividing profit among shareholders 20. This fraction must be less than 5-percent of profit which is paid to the stakeholders at the same year.Deal between directors and the company: Members of directors' board and CEO and institutes and companies in which they are member of directors' board cannot deal with the company without ratification of the directors' board directly or indirectly. mother. Article 38.Getting deposit from applicant for fix and mobile telephone lines according to the allocation regulations for these services via subsidiaries 24. Such operations are invalid automatically. . grandparents.Prepare intermediate fiscal reports for 3-month periods and present it to the inspector and the auditor 17. have not the right to get any loan or credit from company and company cannot guarantee their debts. children.Prepare annual fiscal reports and activity report of directors' board and present them to the inspector 16. 15. Law of commerce specified verdict for such bargains.Invitation for ordinary and extraordinary general assemblies and determining their agenda 18.Propose statute correction to extraordinary general assembly 21.Ratification of regulations for selecting subsidiaries' board of directors' members. brother and sister of people mentioned in this article. Article 39. Article 40.Getting any deposit from applicants for using telecommunication services according to related regulations via subsidiaries 25.

Article 41.CEO position vacancy: If no one hold the position of CEO as result of resignation.Competition of directors with the company: Directors and CEO cannot conduct such deals which contains compete with company operation. salary. removal. Article 43. CEO cannot be head of the board simultaneously. duty period and other related issues. specification and authorities of the CEO must be sent to official registration authority with the related minute of the board and it must be announced. Name of person allowed for signing documents will be sent to official registration office via a minute to be published in gazette. Board of directors can assign some of the items mentioned in article 37 to the CEO. If the process of selection elongates more than a week. Loss means causing damage or decreasing benefit. he/she will be responsible for that. directors' board must select another person as CEO in compliance with content of articles of association in a one-month period of time. Article 42. Chapter 6: Inspector . death or any other reason. Article 44. Note: Name.CEO: Board of directors have to select a person among or out of the board and determine his/her authority. CEO is the representative of the company for the authorities assigned to him/her and has the right to sign behalf of the company. If CEO is a member of the board his/her duty period will not be longer than other director's duty period.Credible signature: All the documents and papers with commitment will be signed by the persons assigned by board of directors. directors' board has to assign and temporary agent with the responsibilities and authorities of the CEO. If a director violates from regulations of this article and this violation causes loss for company.

Article 45.Inspector wage: Ordinary general assembly determines wage for inspector.Annual accounts: . staff and their dependents have not the right to receive cash.Inspector selection: Ordinary general assembly must select a main and a reserve inspector each year among audit institutes trusted by SEO to conduct duties and responsibilities assigned in laws and regulations and also specified in this article of association for one year. property or any benefit from the company. inspector has the following duties: 1) Commenting on financial status reports according to national accounting and audit standards and instructions and regulations ratified by SEO. Article 46.Inspector duties: Moreover than legal responsibilities. Inspector. 2) Presenting report to general assembly on directors/ compliance of laws and regulations Article 47. unless ratified by general assembly. Chapter 7: Company accounts Article 48. and cannot deal with company directly or indirectly.Fiscal year: Company fiscal year begins at March 20 and finishes at March 19 next year. Article 49. directors.

process of liquidation will be followed in accordance to the related laws and regulations. Report of directors' board must include reasons and factors referred to which members of directors' board propose for dissolution. Extraordinary general assembly for company dissolution is credible if at least 75 percent of the shareholders participate there. This report must be delivered to the inspector prior to review in the assembly and inspector must present his/her comments on the report in the assembly. Article 53. Decision making on the proposal of the directors' board in the assembly without listening to inspector comments in not possible.Optional items for company dissolution: Proposed by the directors' board. Chapter 8: Company dissolution and liquidation Article 52. Article 51. Proposed by directors' board and ratified by ordinary general assembly part of special profit can be saved for making specific savings.Board of directors has to prepare company financial reports attached to a report on the activities and overall status of the company not later than 3 months after each fiscal year and deliver it to the inspector. .Legal and optional savings: Legal saving is calculated from net profit of the company according to law of commerce. Article 50. extraordinary general assembly can vote for company dissolution.Financial reports: Financial reports of each fiscal year must be prepared not later than 4 months after each fiscal year in order to present to ordinary general assembly.Liquidation If company dissolution took place according to the above article.

Any change in content of this document requires approval of SEO .Unforeseen affairs: Items unforeseen by this document are covered by law of commerce.Regulations of securities exchange While TCI name is listed among SEO accepted companies all the organs of this company has to comply regulations of SEO.Content of the article of association: This article of association includes 56 articles and 11 notes and ratified by extraordinary general assembly in August. 2. Article 56. 2008. Article 55.Chapter 9: Other issues Article 54. IRI law of securities market and other laws and regulations.