3
Companies (Jersey) Law 1991
Articles of Association
of
Kuwait Energy plc
1.
Definitions and Interpretation
1.1
In these Articles, unless inconsistent with the subject or context, the following expressions
shall have the following meanings:
"
Additional Securities
" has the meaning given in Article
"
Affiliate
" means with respect to any Person, any Person directly or indirectly Controlling,
Controlled by or under Control with, that Person.
"
Applicable Law
" means all applicable statutes, laws, ordinances, rules and regulations,
including but not limited to, any license, permit or other Authorization, in each case as in
effect from time to time.
"
these Articles
" means these Articles of Association in their present form or as from time
to time altered and "
Article
" shall refer to an Article of these Articles.
"
auditors
" means auditors (if any) of the Company appointed pursuant to these Articles.
"
Authority
" means any national, supranational, regional or local government, or
governmental, statutory, regulatory, administrative, fiscal, judicial, or government-owned
body, department, commission, authority, tribunal, agency or entity, or central bank (or
any Person whether or not government owned and howsoever constituted or called, that
exercises the functions of the central bank).
"
Authorization
" means any consent, registration, filing, agreement, notarization,
certificate, license, approval, permit, authority or exemption from, by or with any
Authority, whether given by express action or deemed given by failure to act within any
specified time period and all corporate, creditors' and shareholders' approvals or consents.
"
bankrupt
" shall have the meaning defined in the Interpretation (Jersey) Law, 1954.
"
board
" means the board of Directors from time to time.
"
Business Day
" means a day when banks are open for business in London, Jersey and
Kuwait City, Kuwait.
"
clear days
" in relation to the period of a notice, shall mean that period excluding the day
when the notice is served or deemed to be served and the day for which it is given or on
which it is to take effect.
"
Control
" means the power to direct the management or policies of a Person, directly or
indirectly, whether through the ownership of shares or other securities, by contract or
otherwise; provided that, in any event, the direct or indirect ownership of fifty per cent
(50%) or more of the voting share capital of a Person is deemed to constitute Control of
that Person, and "
Controlling
" and "
Controlled
" have corresponding meanings.
"
controlling interest
"
in relation to a person means the ownership by that person and his
connected persons and persons acting in concert of shares carrying the right to exercise
