Company incorporation contract

Lavi Markets Company T.A LLC

A limited liability company

In a day............................

Corresponding to .................................birth

I have /

At the Documentation Office in the Kingdom of Bahrain

The following attended:

Reda Hassan Ali Ahmed, Bahraini nationality, population card

number 940305062

(He is referred to in this contract as the first party)

NARGIZA ABDUVALIYEVA , Kazakh Nationality, Passport

No

N10010005

Introduction
 The signatories to this contract acknowledged their eligibility to
act and agreed to establish a limited liability company in
accordance with the provisions of the Commercial Companies Law
issued by Decree Law No. (21) of 2001 and its executive
regulations issued by Decree Law No. (21) of 2001 and its
executive regulations issued by Resolution No. (6) of 2002 in
accordance with the conditions. And the following situations:

The second party The first party

Article (1):

Company name and address

name : Lavi Markets T.A LLC

Address: Manama - Kingdom of Bahrain

Article (2)

Company purposes

1- Manufacture of other food products - workshop.

 2- General trade - includes the trade/sale of food, beverages and
tobacco products.

3- Storage - food storage.

Article (3)

The company's main center

The company's head office and legal domicile shall be in (the city
of Manama) in the Kingdom of Bahrain. The head office may be
moved to any other place in the Kingdom of Bahrain, and branches
or representative offices may be established at home and abroad,
provided that this is by a decision of the General Assembly of
Partners issued by a numerical majority of the partners. .

The first party The second party

 Article (4)

The company's capital

The company's capital was set at (2000) Bahraini dinars (two

thousand Bahraini dinars).

The capital was distributed into cash shares of equal value and
indivisible, the number of which is (5) five shares, and the value of
each share is (400) four hundred Bahraini dinars, and the capital in
kind is the company’s assets, according to the financial report.

These shares are distributed among the partners as follows:

Percentag Value in Number Name of the M

e of Bahraini of shares shareholder
participati dinar
on in
capital
Reda Hassan Ali 1
80 % 1600 4 Ahmed
dinars
 NARGIZA 2
20 % 400 dinars 1 ABDUVALIYEVA
100% 2000 5 the total
dinars

The partners acknowledge that the cash shares, amounting to two

thousand Bahraini dinars, were paid in full and deposited in one of
the approved banks in the Kingdom of Bahrain.

Article (5)

duration of partnership

The duration of the company is (10) ten years starting from the
date of its registration in the commercial register. The partners may
extend or shorten its duration by a decision issued by the general
assembly of the company in accordance with the provisions of this
contract and the provisions of the Commercial Companies Law
and its executive regulations.
 Article (6) Increasing

or decreasing the capital The capital may not be increased or

decreased except by a decision of the general assembly of the
company issued by a numerical majority of the partners holding at
least 75% of the company’s capital, and the right to own an
increase in the company’s capital shall be in proportion to their
shares. In capital.

Article (7)

Ownership of shares arises from the provisions of this contract or

by owning them through purchase or transfer of ownership, and
certificates may not be issued for them. A special register is
created and kept at the company’s main office that includes the
names of the partners, their nationalities, their places of residence,
the number of shares owned by each partner, their total value, and
cases of assignment of shares. , date of assignment, and cases of
transfer of ownership of shares.

Article (8)
 Assignment of share ownership:
Capital shares are not tradable, but each partner may sell his share
pursuant to a written instrument after agreement with the other
partner, while adhering to the provisions of Article (270) of the
Commercial Companies Law.

Article (9)
Recovering the share assigned to others.
The partners have the right to recover the share assigned to others
within 60 days (sixty days) from the date of notifying the Registrar
of receipt of the terms of the assignment. The recovery shall be at
the real price of the share at the time of recovery, whether the
assignment is for compensation or without compensation. The
price will be estimated by an accounting expert

The waiver shall not have effect with respect to the partners or
third parties except from the date of its registration in the
Commercial Register and its publication in the Official Gazette.
The share of each partner shall be transferred to his heirs in
accordance with the provisions of Article (272) of the Commercial
Companies Law.
The first party The second party

Article (10)

Quota rights

In particular, the share gives its owner the following rights: 1 - The
right to participate in the ownership of the company’s assets in
proportion to his shares in the capital.

2 - The right to profits. 3

- The right to assign shares in accordance with the provisions of
this contract. 4
- The right to participate, discuss and vote in the General
Assembly. 5
- Reviewing company documents during official working hours.

Article (11)
A partner is not liable for the company’s debts except to the extent
of his share in the capital, and it is not permissible to increase the
financial obligations of the partners except with the approval of all
of them.

Article (12)

company management

The company shall be managed by a director or directors appointed

by the General Assembly from among the founders or others,
without prejudice to the provisions of Articles (275, 276, 278, 279)
of the Commercial Companies Law. The partners have appointed
the partner ………………………………………… .
………………… . A director of the company and authorized to
sign on its behalf

Article (13)

General Assembly
 The company shall have a general assembly consisting of all
partners and the provisions of Articles (283, 284) of the
Commercial Companies Law shall apply to it.

The first party The second party

Article (14)

Fiscal Year
The company's fiscal year begins on the first of January and ends
at the end of December of each year. This excludes the company's
first fiscal year, which begins from the date the company acquires
legal personality and ends at the end of the next fiscal year, taking
into account that the first fiscal year is not less than six months. .

Article (15)

Annual report on the company's activity

The director shall prepare the following for each financial year,
 and within at least three months from the date of its end: A - The
company’s budget.

B - Profit and loss account. C

- An annual report on the company’s activity, including its
financial position and proposals from the budget, profit and loss
account, annual report, and auditor’s report.

The directors shall send to the Ministry of Commerce and Industry

a copy of the budget, profit and loss account, annual report, and
auditor’s report no later than ten days from the date of preparing
these documents.

Article (16)

Distributing profits and setting aside reserves .

The annual net profits of the company, after deducting all general
expenses, are distributed to the partners in relation to their shares
in the capital based on the decision of the General Assembly, after
deducting 10% of these profits to be allocated to the legal reserve
 account as stated in Article (224) of the Companies Law.
Commercial.

The first party The second party

Article (17)

Optional reserve

The General Assembly, based on the proposal of the Board of

Directors, may deduct 10% of the net profits for the optional
reserve account, which is used in the following ways: A -
 Consumption of the company’s assets or compensation for the
decline in their value.

B - In what benefits the company.

Article (18)

Place and time of paying dividends

: Profits shall be paid to the partners at the place and time
determined by the company’s management, provided that it does
not exceed one month from the date of the General Assembly’s
decision to distribute.

Article (19)

auditor
is one or more auditors chosen by the General Assembly every
 year.
The auditors are subject in their powers, responsibilities and
procedures to the rules stipulated in Articles (217) to 222 of the
Commercial Companies Law and its executive regulations.

Article (20)
The company shall be dissolved for one of the following
reasons:
 Taking into account the provisions of Bahraini laws in force from
time to time, the company will be dissolved in any of the following
cases:

‫أ‬- The company's term expires without being renewed.

‫ب‬-A unanimous decision of the partners is taken to dissolve the
company.
‫ت‬-The company stops doing its business.
‫ث‬-The company's insolvency or inability to pay its debts.
‫ج‬- Declaring the company bankrupt or appointing a receiver or
any similar officer in respect of its assets or any part thereof.
‫ح‬- The loss of 75% of the company's capital, such that there is
no point in continuing it.
‫خ‬- Merger of the company into another company or body
The company shall not be dissolved by the withdrawal of one
or more partners, by his death, by the issuance of a ruling to
interdict him, or by the declaration of his bankruptcy or
insolvency.

The first party The second party

 Article (21)

Liquidation of the company and division of its funds

The provisions stipulated in Articles (325) to (344) of the

Commercial Companies Law apply to the liquidation of the
company and the division of its funds.

Article (22)

Expenses
The company bears the expenses resulting from its establishment,
and these expenses are considered among the general expenses of
the company.

Article (23)
 Jurisdiction
The courts of the Kingdom of Bahrain have jurisdiction over any
dispute that may arise from this contract.

Article (24)

Applicable law

The provisions of the Commercial Companies Law issued by

Decree Law No. 21 of 2001 and its executive regulations issued by
Resolution No. 6 of 2002 apply to matters for which there is no
special provision in this contract.

The first party The second party

Article (25)

Amending the contract

The General Assembly may, by a resolution issued by a numerical

 majority of the partners holding three-quarters of the company's
capital, amend this contract.

Article (26)

All papers, contracts and all publications issued by the company

shall bear the name of the company and be followed or preceded
by the phrase “Limited Liability Company” with a statement of the
company’s capital and head office. This shall be written in Arabic
and in clear, legible letters.

Article (27)

The partners have authorized the lawyer, Professor Salman Abd al-
Razzaq Salman Abd al-Razzaq al-Dosari - Bahraini nationality -
holding the personal number 930400321 to take all necessary
measures to establish the company.

Article (28)
 Prohibition of competition.

1- It is not permissible for the members of the Board of

Directors, without the approval of the General Assembly of
Partners, to assume management of another competing
company or one with similar purposes, or to carry out, for his
own account or for the account of others, transactions in a
trade competing with or similar to the trade of the company.
Violating this will result in the member being dismissed and
obligated to compensate the company.
2- It is prohibited for any of the partners, directly or indirectly,
to compete with the other in the specific activities of this
company now or in the future, or to transfer special
technology or experience specific to the company’s work in
its activities, for the duration of the validity of this contract.
Violation of this will result in the competitor being obligated
to compensate the company and the partners . .

Article (29)
This contract shall be registered in the Commercial Register and
published in accordance with the law in the Official Gazette and in
one of the local daily newspapers published in the Arabic
language.

Article (30)

Approval of the Ministry of Commerce

This contract was drawn up based on the non-objection of the

Bahrain Investors Center at the Ministry of Industry and
Commerce in the letter issued No. ………….. dated
…………………….

Partners' signatures
 The first party The second party

As mentioned, this contract was drawn up in one original and three

copies, and it was signed after it was read by everyone and me, and
everyone signed it in front of me, and the concerned parties
received three copies of it to work according to it.