قانون الشركات / التجاري في الإماراتLaw No. (9) of 2015 Concerning the Dubai World Trade Centre

Article (2) The following words and expressions, wherever mentioned in this Law, will have the meaning indicated opposite each of them unless the context implies otherwise: UAE: The United Arab Emirates. Emirate: The Emirate of Dubai. Ruler: His Highness the Ruler of Dubai. Government: The Government of Dubai. ©2015 The Supreme Legislation Committee in the Emirate of Dubai 1Every effort has been made to produce an accurate and complete English version of this legislation. However, for the purpose of its interpretation and application, reference must be made to the original Arabic text. In case of conflict the Arabic text will prevail.

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 2 of 18 DWTC: The Dubai World Trade Centre. ICD: The Investment Corporation of Dubai. DWTCA: The Dubai World Trade Centre Authority. Board of Directors: The board of directors of the DWTCA. Chairman: The chairman of the DWTCA. Director General: The director general of the DWTCA. DWTC Zones: The Free Zone and the Administrative Zone. Free Zone: The free zone established within the boundaries of the DWTC in accordance with this Law. Administrative Zone: The administrative zone established within the boundaries of the DWTC in accordance with this Law. DWTC Establishments: Sole establishments and commercial companies licensed to operate within the DWTC in accordance with this Law and the resolutions issued in pursuance hereof. Establishment of the DWTC

Article (3) a. Pursuant to this Law, the following are established: 1. a zone named the “Dubai World Trade Centre”. The location, area, and boundaries of this zone are demarcated in the maps attached to this Law; and 2. a public corporation named the “Dubai World Trade Centre Authority”. The DWTCA will have legal personality, financial and administrative autonomy, and the legal capacity required to undertake all acts and dispositions that ensure the achievement of its objectives. The DWTCA will be affiliated to the ICD. b. A Free Zone and an Administrative Zone are hereby established within the DWTC. The Chairman will determine their locations, areas, and boundaries. The DWTC Zones will be managed by the DWTCA and governed by its regulatory legislation. The resolutions issued by the Chairman in this respect must be published in the Official Gazette of the Government.

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 3 of 18 Objectives of the DWTC

Article (5) The DWTCA will supervise the administration of the DWTC. For the purposes of achieving the objectives of the DWTC, the DWTCA will have the duties and powers to: 1. in coordination with concerned entities and in accordance with the legislation in force in the Emirate, establish, develop, and manage the infrastructure and administrative services within the DWTC Zones, including the construction of buildings and residential, commercial, and hotel establishments whether by itself or through real estate developers; 2. determine the business and activities which are authorised within the DWTC Zones, and establish the rules, conditions, requirements, and procedures for licensing such business and activities; 3. approve the master plan of the DWTC Zones; and license, regulate, control, and supervise all construction works performed within the DWTC Zones; 4. register and license DWTC Establishments within the Free Zone in accordance with the provisions of this Law and the resolutions issued in pursuance hereof; 5. register and license DWTC Establishments within the Administrative Zone in accordance with the legislation in force in the Emirate; 6. in accordance with the legislation in force in the Emirate, determine and collect fees for the registration and licensing of DWTC Establishments and any other fees or charges levied by the DWTCA in return for the services it provides; 7. audit and inspect DWTC Establishments and their activities to verify their compliance with the provisions of this Law and the resolutions issued in pursuance hereof; 8. establish corporations and companies solely or in partnership with third parties, or invest in these corporations and companies; 9. coordinate with other free zones to streamline the business activities of DWTC Establishments in these free zones;

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 4 of 18 10. provide DWTC Establishments, upon request, with administrative, technical, and specialised personnel, tradesmen, and any other workers, in accordance with the resolutions issued in pursuance hereof, and with the terms agreed upon by the DWTCA and these DWTC Establishments; 11. purchase, take lease of, and own moveable and immoveable property, as may be required, and invest and dispose of such property in any legal manner; 12. cooperate and coordinate with local, federal, regional, and international entities, including other free zones, in areas related to the business of the DWTCA; and 13. perform any other duties required for the achievement of the objectives of the DWTC. Organisational Structure of the DWTCA

Article (7) a. A Chairman will be appointed to the DWTCA pursuant to a decree of the Ruler. b. The Chairman will undertake the general supervision of the DWTCA, and for such purpose, he will have the duties and powers to: 1. approve the general policy and the strategic and development plans of the DWTCA; 2. approve the services, works, projects, and activities that the DWTCA intends to undertake; 3. approve the organisational structure of the DWTCA; 4. approve the draft annual budget and final accounts of the DWTCA, and submit the same to the competent entities for approval; and 5. establish affiliates of the DWTCA as required to perform its duties in accordance with this Law and the resolution issued in pursuance hereof. c. The Chairman may delegate any of the powers stipulated in paragraphs (b)(2) and (b)(5) of this Article to a committee formed by the Board of Directors, provided that such delegation is specific and in writing.

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 5 of 18 Board of Directors

Article (9) a. The Board of Directors will have the duties and powers to: 1. approve the general policy of the DWTCA and the strategic, development, and operational plans proposed by the Director General; and present the relevant recommendations to the Chairman to take the appropriate action in this respect; 2. discuss the draft annual budget and final accounts of the DWTCA, and submit the same to the Chairman for approval; 3. approve the organisational structure of the DWTCA and submit the same to the Chairman for final approval; 4. approve rules and procedures for the registration and licensing of DWTC Establishments, and approve the fees prescribed for the services provided by the DWTCA; 5. approve the resolutions regulating the administrative, financial, and technical work of the DWTCA; 6. determine investment opportunities and supervise the construction of infrastructure in the DWTC; 7. conduct annual reviews of the performance reports of the DWTCA, and submit the relevant recommendations to the Chairman; 8. approve the services, works, projects, and activities which the DWTCA intends to undertake; and submit these to the Chairman for final approval; and 9. perform any other duties assigned or delegated to it by the Chairman. b. The Board of Directors may delegate the powers stipulated in paragraph (a)(4) of this Article to the Director General, provided that such delegation is specific and in writing.

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 6 of 18 Meetings of the Board of Directors

Article (10) a. The Board of Directors will be convened by its Chairman, or in his absence by the vice chairman, at least twice a year, or where required. Meetings of the Board of Directors will be valid if attended by the majority of its members, provided that the Chairman or vice chairman of the Board of Directors is in attendance. b. The resolutions of the Board of Directors will be passed by majority vote of attending members, and in the event of a tie the chair of the meeting will have the casting vote. Meetings of the Board of Directors will be recorded in minutes of meetings signed by the chair of the meeting and attending members. c. The Board of Directors may seek assistance from the experts and specialists it deems appropriate to attend its meetings, provided that they do not have the right to vote. Appointment and Functions of the Director General

Article (11) a. The Director General will be appointed pursuant to a decree of the Ruler. b. Under the supervision of the Chairman, the Director General will manage the DWTCA in accordance with the provisions of this Law and the resolutions issued in pursuance hereof. For this purpose, the Director General will have the duties and powers to: 1. propose the general policy and the strategic, development, and operational plans of the DWTCA, submit these to the Board of Directors for approval, and take appropriate action for implementation of the same upon final approval; 2. propose resolutions to regulate the administrative, financial, and technical work of the DWTCA, and submit these to the Board of Directors for approval; 3. prepare the draft annual budget and the final accounts of the DWTCA, and submit the same to the Board of Directors for discussion; 4. prepare the organisational structure of the DWTCA, and submit the same to the Board of Directors for approval; 5. issue the resolutions required for maintaining registers for the licensing of DWTC Establishments and other registers relating to the work of the DWTCA; 6. coordinate with local and federal government entities and with other free zones for the purpose of achieving the objectives of the DWTC; 7. supervise the executive body of the DWTCA and audit its administrative, technical, and financial performance; 8. represent the DWTCA before third parties, and conclude the contracts and agreements required for the achievement of the objectives of the DWTC;

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 7 of 18 9. subject to approval of the Chairman, open and manage bank accounts in accordance with the legislation in force; 10. prepare annual reports on the performance of the executive body with respect to achieving the objectives of the DWTC, and submit these to the Board of Directors; and 11. perform any other duties assigned or delegated to him by the Board of Directors. c. The Director General may delegate any of the powers stipulated in paragraph (a) of this Article to any employee of the DWTCA, provided that such delegation is specific and in writing. Executive Body

Article (17) a. All national or foreign goods from whatever source will be admitted to the DWTC Zones. b. As an exception to paragraph (a) of this Article, the following goods and products may not be brought into the DWTC Zones: 1. perished goods; 2. goods violating commercial, industrial, literary, artistic, and intellectual property laws, including the laws and rules related to trademarks, patents, copyrights, and design rights; 3. goods prohibited by the UAE or the Government; 4. goods that feature inscriptions, drawings, ornamentations, marks, or figures that conflict with the doctrines, teachings, and beliefs of heavenly revealed religions; or that breach public order or morality; 5. military goods and ammunition, except those admitted pursuant to a permit issued by the competent authority in the UAE; and 6. all goods, products, and services which are prohibited under the legislation in force in the Emirate.

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 9 of 18 Exemption from Customs Duties

Article (22) a. Neither the DWTCA nor the DWTC Establishments licensed in the Free Zone will, in relation to their operations in the Free Zone, be governed by the laws, regulations, authority, or powers of the Dubai Municipality or the Department of Economic Development. This will

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Law No. (9) of 2015 Concerning the Dubai World Trade Centre Page 10 of 18 not apply to the legislation related to public health and safety, and food and environment control , or to the legislation that expressly stipulates that it is applicable to free zones. b. The DWTCA may, as it deems appropriate, seek assistance from Government Entities and other free zones in the Emirate, and benefit from their programmes and systems in licensing DWTC Establishments. These programmes and systems will be implemented in accordance with the bylaws in force in the DWTC. Licences issued to DWTC Establishments in cooperation with concerned Government Entities will be deemed as if issued by the DWTCA. Establishing DWTC Establishments Licensed in the Free Zone

Article (35) This Law will be published in the Official Gazette and will come into force on the day on which it is published. Mohammed bin Rashid Al Maktoum Ruler of Dubai Issued in Dubai on 11 April 2015 Corresponding to 22 Jumada al-Thaniyah 1436 A.H.

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