محضر إجتماع مجلس إدارة شركة آبار للاستثمار

محضر إجتماع مجلس إدارة شركة آبار للاستثمار
Extracts of the Minntes of the
Meeting of the Board of Directors of
Aabar Investments PJSC
Held at 2.30 p.m. on 24 September 2008
The Board of Directors (the “Board”) of Aabar
Investments Company PJSC (the “Company”)
has resolved that:
I. (a) the purchase agreement to be entered into
between the Company and the International
Petroleum Investment Company (“IPIC”) in
respect of IPIC’s subscription of mandatory
convertible bonds of principal value of AED
6,684,000,000 (the “IPIC Bond Agreement”)
be noted, approved, adopted and executed;
(b) the terms of the IPIC Bond Agreement
with such amendments as are authorised by any
Director of the Company or the Chief Financial
Officer of the Company (being Mohamed
Badawy Al-Husseiny as at the date of these
Resolutions) or the General Counsel of the
Company (being Kelvin Tang as at the date of
these Resolutions) (each Director o
Company, Mohamed Badawy AI-Husseiny and
Kelvin Tang hereinafter referred to as the
“Anthorised Signatories”), and the
transactions contemplated thereby, be and are
hereby approved and ratified;
(c) anyone of the Authorised Signatories, be
and is hereby severally authorised to execute
and deliver the IPIC Bond Agreement on
behalf of the Company, substantially in the
form circulated to the Directors with such
amendments (including any amendments in
manuscript) as he in his sole discretion thinks
fit and that his signing or other execution
thereof be conclusive evidence of his approval
of any amendments;
(d) anyone of the Authorised Signatories, be
and is hereby severally authorised to sign
and/or despatch on behalf of the Company any
notice, certificates, letters or other documents
under or in connection with the IPIC Bond
Agreement;
(e) the Common Seal of the Company be
)
affixed in accordance with the Company’s
Memorandum and Articles of Association to
IPIC Bond Agreement or amendments or other
documents pursuant to (c) and (d) above, if
required;
(f) each Authorised Signatory shall be
severally authorised:
(i) to sign and despatch on behalf of the
Company all documents and notices
required to be signed or despatched;
(ii) to act with any other authorised
signatory on behalf of the Company to
execute and deliver any agreement,
power of attorney, deed or other
document required to be executed and
delivered; and
(iii)to do all other acts and things,
as he may consider necessary or desirable In
connection with the IPIC Bond Agreement.
Note: Khadem Abdulla Al Qubaisi and
Alyazia Ali Al Kuwaiti abstained from voting
on this resolution i on account of them
holding senior management positions witlzin
the International Petroleum investment
Company.
2. the resignation of Mr. Abubaker Seddiq AI
Khouri as director of the Company be accepted
with immediate effect;
3. Dr. Gerhard Roiss be appointed as a director of
the Company with immediate effect; and
4. Mr. Khadem Abdulla Al Qubaisi be appointed
as acting chief executive officer of the
Company with immediate effect.
Kelvi Tang
General Counsel

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