Articles of Association

The Ministry of Roads and Transportation

Following the proposal No. 23424/11, dated 13/3/2006 of the Ministry of Roads and Transportation, and by virtue of Article 7 of the Law on the Fourth Economic, Social, and Cultural Development Plan of the I.R. of Iran - approved in 2004 - the Cabinet approved the following resolutions in a meeting dated 6/9/2006:

The phrase "at least three paid and two unpaid members" shall be omitted and the phrase "three paid members and two unpaid members" after the phrase "shall be authorized" shall be omitted, and after the phrase "shall be authorized", the phrase "at least three members of the Board of Directors shall perform their duties on a paid basis" shall be added to the Article 14 of the Articles of Association of the Construction & Development of Transportation Infrastructures Specialized Holding Company, subject of resolution No. 12722/T3027, dated 26/6/2004.

The amendment is confirmed by the Guardian Council through the letter No. 17951/30/85, dated 5/10/2006 from the mentioned Council.

Parviz Davoodi

Vice-President

A copy shall be forwarded to the Offices of the Supreme Leader, the President, the Head of the Judiciary, Vice-President, Vice-President for Legal and Parliamentary Affairs, Executive Vice-President, the Head of the Expediency Council, Court of Accounts, High Administrative Court, General Directorate of Regulations of the Islamic Consultative Assembly, General Inspectorate Organization, General Legal Office, General Directorate of Rules and Regulations, all ministries, governmental institutes and organizations, Islamic Revolutionary bodies, official gazettes of the I.R. of Iran, Secretariat of the Government Information Council, and the Cabinet.

In meetings dated 29/2/2004 and 5/5/2004, upon the proposal No. 24548/11, dated 14/2/2004 of the Ministry of Roads and Transportation, and confirmation by the State Management and Planning Organization and the Ministry of Finance and Economic Affairs, and by virtue of Article 4 of the Law on the Fourth Economic, Social, and Cultural Development Plan of the I.R. of Iran - approved in 2000 - the Cabinet approved the Articles of Association of the Construction & Development of Transportation Infrastructures Specialized Holding Company as follows.

Articles of Association of the Construction & Development of Transportation Infrastructures Specialized Holding Company

Chapter One – General Provisions and Capital

Article 1 - The name of the Company shall be "Construction & Development of Transportation Infrastructures Specialized Holding Company", hereinafter referred to as "the Company" in this Articles of Association.

Article 2 - The Company shall be affiliated with the Ministry of Roads and Transportation, have a legal entity, be financially independent and run according to the provisions of this Articles of Association, and the rules and regulations pertaining to public companies.

Article 3 - The type of the Company shall be (private) joint stock registered for an unlimited period.

Article 4 - The Company headquarters shall be in Tehran, and the location shall be determined by the Board of Directors.

Note - The Company shall be executing national plans and projects, and there will be no provincial branch thereof.

Article 5 - The capital of the Company shall be 9,288,300,000 Rials, divided into 928,830 ten-thousand-Rial nominal and non-transferable shares, all belonging to the I.R. of Iran Government.

Note - All personnel, assets, premises, installations, tools, equipment, rights, claims, obligations, credits, and any movable and immovable properties owned by the Departments of Road Construction and Development, and Railway, Port, and Airport Construction and Development, as well as the General Directorate of Freeway Construction, General Directorate of Contracts and Technical Services, and General Directorate of Assessment and Adjustment of Losses shall be separated from the Ministry of Roads and Transportation, and shall be transferred to the Company.

Chapter Two - Object, Duties and Powers of the Company

Article 6 - The object and duties of the Company shall be defined as follows:

1 - Developing, preparing and suggesting policies on development of transport infrastructures within the framework of approved schemes of the State Master Plan of Transport;

2 - Designing and constructing transport infrastructures (roads, railways, ports, and airports), and the relevant installations and equipment, and supervising the implementation of transport infrastructure projects plans through conclusion of contracts with competent contractors and advisors;

3 - Concluding contracts with domestic and foreign legal and natural persons on the activities of the Company with due observation of the relevant rules and regulations;

4 - Acquiring and appropriating the required lands and premises with due regard to pertinent rules and regulations;

5 - Managing and/or implementing all plans and projects related to the object of the Company;

6 - Establishing partnership with other companies to implement all plans and projects related to the object of the Company with due regard to the pertinent rules and regulations;

7 - Rendering or receiving all engineering, specialized, research, and educational services in line with the subject of the Company's studies;

8 - Specifying executive methods regarding construction and development of roads network, railways network, ports and airports and subsidiary equipment thereof, in accordance with the priorities and major policies of the Ministry of Roads and Transportation;

9 - Making required arrangements to develop and incorporate other sectors (cooperative, private, and public sectors) in transport infrastructure affairs, and utilizing their services to take educational, executive, and supervisory measures in order to reduce charges, promote efficiency, and upgrade the quality of services;

10 - Selecting, and referring management and engineering services to the plan management service units and consultant engineering companies, and conducting the same for construction services regarding contractors, constructors and other technical and executive agents required by the projects;

11- Utilizing domestic and foreign facilities to develop transport infrastructures with due regard to the pertinent rules and regulations;

12- Cooperating in development and preparation of standards and observation thereof, as well as the criteria notified by the Ministry of Roads and Transportation in order to supervise proper implementation of plans and projects;

13- Purchasing, selling, renting, leasing, and mortgaging any property, whether movable and immovable, and services in line with the object of the Company with due regard to the rules and regulations and relevant financial and transactional bylaws;

14- Accepting any property or rights legally transferred or donated to the Company; and

15- Conducting other activities and transactions solely in line with the object of the Company.

Note 1 - The Company may, on behalf of the Ministry of Roads and Transportation, or public beneficiary companies, take action to provide credit resources, attract investments, and encourage participation with non-governmental sector in construction and development of transport infrastructural facilities within the framework of the pertinent rules and regulations.

Note 2 - The Company shall only proceed with the implementation of the related plans and projects through contracts.

Chapter Three - The Organizational Structure of the Company:

Article 7 - The organizational structure of the Company is composed of:

A) General Assembly; 
B) Board of Directors and the Managing Director; and

C) Controller (Auditor).
Article 8 - The General Assembly shall be composed of the following persons:

1- Minister of Roads and Transportation (Chairman of the General Assembly);
2- Head of State Management and Planning Organization;

3- Minister of Finance and Economy;
4- Minister of Industries and Mines; and
5- Minister of Commerce.

Article 9 - The General Assemblies of the Company include:

1- Regular General Assembly; and 

2- Special General Assembly. 

Article 10 - The Regular General Assembly meets at minimum twice a year to consider and decide on financial statements of the Company, approve the budget of the Company, and deal with other issues cited in the agenda.

Article 11 - The Regular General Assembly shall formally convene when attended by the majority of members, and the Special General Assembly shall formally convene when attended by a minimum of four members.

Decisions shall be valid with three positive votes in Regular General Assembly, and with four positive votes in Special General Assembly.

General Assembly meetings, whether regular or special, shall be announced by the Chairmen of the General Assembly, citing the date and venue of the meeting as well as the agenda.

The agenda and the history of the topics therein shall be forwarded to the assembly members along with the invitation not later than ten days before the meeting.

Note - The Chairmen of the Board of Directors, the Managing Director, other members of the Board of Directors, and the Controller may attend the General Assembly meetings without the right to vote.

Article 12 - The obligations and powers of the regular General Assembly shall be as follows:

1- To consider and decide on the general policy, operational plan, and the annual budget of the Company;

2- To consider and decide on the reports of the Board of Directors and Financial Statements of the Company with regard to the report of the Controller, and Board of Directors, as well as the Annual Performance Report;

3 - To appoint or remove members of the Board of Directors upon the proposal of the Chairman of the General Assembly;

4 - To specify the remuneration, benefits and bonuses of the members of the Board of Directors and the Managing Director within the framework of the pertinent rules and regulations;

5 - To nominate the Controller (Auditor) of the Company and specify the relevant remuneration;

6- To consider and decide on the investment in participation with non-governmental sector, and obtain loans and credit upon the proposal of the Board of Directors within the framework of the object of the Company;

7 - To consider and approve the mass structure of the Company and specify the required organizational positions upon a proposal by the Board of Directors and after confirmation by the State Management and Planning Organization;

8 - To consider and decide on the Company's financial, transactional and recruitment bylaws, and to propose the same to the Cabinet for approval;

9 - To decide on referring the cases for arbitration, decide on compromise in cases, reject cases, and refer the same to competent authorities for a decision with due regard to the Article 139 of the I.R. of Iran Constitution;

10 - To decide on bad debts, or doubtful accounts proposed by the Board of Directors;

11 - To decide on other proposals of the Board of Directors; and

12 - To decide on other issues legally conducted by the regular General Assembly.

Article 13 - The duties of the Special General Assembly shall be as follows:

1 - To decide on increasing and/or decreasing the capital of the Company in accordance with the law, and to suggest the same to the Cabinet for approval;

2 - To consider and decide on amendment or alteration of the provisions of Company's Articles of Association in accordance with the law, and upon a proposal to the Cabinet for approval; and

3 - To consider and decide on liquidation of the Company in accordance with the law, and upon a proposal to the Cabinet for approval.

Article 14 - The Board of Directors shall consist of three or five permanent members (three paid members and two unpaid members), having at minimum a bachelor's degree, who will be elected from among competent individuals in specialties related to the Company activities for two years, upon the approval by the Regular General Assembly, and who shall hold the position until the next election. The election of the same individuals for the upcoming terms shall be permissible.

Note - The Regular General Assembly may elect two alternate members as replacements for the key members of the Board of Directors, who will replace the key members in case the continuation of the activities of any of the key members of the Board of Directors shall be impossible due to death, resignation, or any other reason (at the discretion of the Chairman of the General Assembly).

Article 15 - The meetings of the Board of Directors shall be held regularly at minimum once a month and the meeting agenda shall be communicated by the Chairman of the Board of Directors to the members a week prior to the meeting.

The meetings of the Board of Directors shall be held as Special sessions, if required and requested in writing from two members of the Board of Directors.

Note 1 - The meetings of the Board of Directors shall be formally held when attended by a majority of the members, and the decisions shall be made upon the approval of the majority of present members in the meeting.

Note 2 - The meetings of the Board of Directors shall be chaired by the Chairman of the Board of Directors, and in his absence, by the Deputy Chairman of the Board of Directors.

Article 16 - The Board of Directors shall have a book in which the minutes of the meetings of the Board of Directors, as well as the comments by the opposing members shall be registered, and then signed by the present members.

It shall be the responsibility of the Chairman of the Board of Directors to notify and follow up the resolutions of the Board of Directors.

Article 17 - The members of the Board of Directors shall not be authorized to accept any positions (paid or unpaid) in other specialized holding companies and the subsidiary companies thereof.

Article 18 - The Board of Directors shall have full authority to conduct any activity and transaction pertinent to the object of the Company, when it is not within the duties of the General Assemblies to decide on the same.

The Board of Directors shall particularly have the following duties and powers:

1- To implement the resolutions and decisions made by the General Assembly of the Company; 

2- To consider and confirm the continuation of the operational plan, to specify the general policy of the Company, and to submit the same to the General Assembly for approval;

3 - To consider and confirm the Annual Budget Plan, as well as the financial statements of the Company, and to submit the same to the General Assembly for approval;

4 - To confirm the Company's financial, transactional, and recruitment bylaws, and submit the same to the General Assembly;

5 - To consider the provisions of the Articles of Association, or Company liquidation, and propose amendments thereto to the General Assembly;

6 - To propose changes in the Company capital to the General Assembly;

7 - To consider and propose the mass structure of the Company, and the plan for recruitment and dismissal of personnel related to the General Assembly;

8 - To decide on procurement and sales of movable properties of the Company, and also rent and lease of properties, premises, machinery, and equipment required in accordance with financial and transactional bylaws of the Company, and to propose on immovable properties to the General Assembly for approval;

9 - To consider and propose to the General Assembly on compromise, referring to arbitration, appointing arbitrators, and reclaim the action with due regard to the relevant rules and regulations;

10 - To decide on transactions and contracts, which shall be confirmed by the Board of Directors according to the transactional bylaws of the Company;

11 - To consider and propose on bad debts and doubtful accounts to the General Assembly for appropriate decisions;

12 - To propose investment and participation with the governmental and non-governmental sectors with regard to the related rules and regulations;

13 - To determine the tariff for services with regard to the relevant rules and regulations;

14 - To perform internal audits of the operations, transactions, and all activities of the Company; and

15 - To design and implement educational programs in order to promote the knowledge of the personnel.

Article 19 - The Board of Directors shall choose a person from among its members as the Managing Director, who shall be appointed by the decree of the Chairman of the General Assembly for two years.

Note: The Managing Director of the Company shall be the Deputy Minister of Roads and Transportation.

Article 20 - The Managing Director who may simultaneously chair the Board of Directors, shall be the highest ranking executive in the Company, and be responsible for the satisfactory implementation of the affairs, and preservation of rights and properties of the Company, and shall run all the businesses of the Company according to the provisions of the present Articles of Association, as well as the relevant rules and regulations.

Note - The Managing Director may, at his own responsibility, delegate all or part of his powers to any of the members of the Board of Directors or employees of the Company through a written notification.

Article 21 - The Managing Director shall be the legal representative of the Company before all administrative and judicial authorities, and has the power of substitution to defend the rights of the Company, and to prosecute and initiate actions whether punitive or legal.

Article 22 - The Managing Director shall have the following duties and powers:

1 - To execute the resolutions and decisions of the General Assembly and the Board of Directors, and to perform all administrative and executive affairs of the Company stipulated in the approved budget;

2 - To prepare and develop the annual budget of the Company in the Company's financial statements, and to submit the same to the Board of Directors;

3 - To pursue all administrative, educational, recruitment, and dismissal affairs of the employees, and to decide on the same under the approved bylaws and other pertinent rules and regulations;

4 - To prepare and propose the Company's financial, transactional, and recruitment bylaws to the Board of Directors;

5 - To introduce the authorized personnel to the Company; and

6 - To decide on and take action for all businesses and operations of the Company, excluding those which are the duties of the General Assembly and the Board of Directors.

Article 23 - All financial documents and bonds, as well as binding documents and contracts of the Company shall be signed by the Managing Director or his representative, and one of the members of the Board of Directors, or the representative of the Board of Directors selected by the Board of Directors.

All checks shall be signed by the accountant and/or his representative in addition to the above mentioned persons.

Administrative correspondence shall be conducted with the signature of the Managing Director or those having the right of signature on behalf of the Managing Director.

Article 24 - The Company shall have a controller (auditor), who shall be chosen by the General Assembly decision for one year in accordance with pertinent rules and regulations.

Note 1- Conducting auditing activities by the controller (auditor) shall not hinder the routine businesses of the Company.

Note 2- The controller (auditor) shall be authorized to use internal and external experts and specialists, and other required facilities to fulfill his duties.

The Managing Director shall provide the controller (auditor) with the facilities required facilities to fulfill his duties.

Chapter 4 - Other Regulations

Article 25 - The fiscal year of the Company shall commence on March 21 each year and end on March 19 the next year.

Article 26 - The financial statements (balance sheets and profit and loss account) of the Company, as well as the notes associated therewith shall be prepared and submitted to the controller (auditor) with due regard to the accounting standards within the stipulated legal period.

The present Articles of Association has been confirmed by the Guardian Council through a letter number 83/7093/30, dated 7/4/2004, and letter number 30/83/7549, dated 5/6/2004 from the mentioned council.

Mohammadreza  Aref 
Vice President of the I.R. of Iran

A copy shall be forwarded to the Offices of the Supreme Leader, the President, the Head of the Judiciary, Vice-President, Vice-President for Legal and Parliamentary Affairs, Executive Vice-President, the Head of the Expediency Council, Court of Accounts, High Administrative Court, General Directorate of Regulations of the Islamic Consultative Assembly, General Inspectorate Organization, General Legal Office, General Directorate of Rules and Regulations, all ministries, governmental institutes and organizations, Islamic Revolutionary bodies, official gazettes of the I.R. of Iran, Secretariat of the Government Information Council, and the Cabinet.

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