أسئلة قانونية إماراتية عامةLaw No. (12) of 2022

Article (1) The following words and expressions, wherever mentioned in this Law, will have the meaning indicated opposite each of them unless the context implies otherwise: Emirate: The Emirate of Dubai. Government: The Government of Dubai. Executive Council: The Executive Council of the Emirate of Dubai. Law: Law No. (22) of 2006 Concerning the Traffic Toll in the Emirate of Dubai. RTA: The Roads and Transport Authority. Director General: The director general and chairman of the Board of Executive Directors of the RTA. Company: The Salik Company PJSC, a public joint-stock company established pursuant this Law. Articles of Association: The articles of association of the Company. Board of Directors: The board of directors of the Company. CEO: The chief executive officer of the Company. Traffic Toll System: A system for collecting the Traffic Toll prescribed by the Law and the resolutions issued in pursuance thereof from road users upon passing through a Traffic Toll Gate. Traffic Toll Gate: The locations where special technical equipment is installed to deduct the Traffic Toll prescribed by the Law and the resolutions issued in pursuance thereof from the credit balance of the Traffic Toll Tag of any Vehicle passing through this location without the need to stop the vehicle. Traffic Systems: A set of electronic and electric devices that are linked, through a telecommunications network, to centralised systems and servers; and that host specialised engineering programmes and

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 3 of 10 applications used to monitor, manage, and control traffic flow on the road network. Establishment of the Company

Article (4) a. The RTA will, under a franchise agreement to be concluded between the RTA and the Company, outsource all or any of its Traffic Toll System operation and management functions under the Law, the resolutions issued in pursuance thereof, and other legislation in force in the Emirate, in a manner that enables the Company to achieve the objectives for which it is established. The franchise agreement will state its term and the rights and obligations of both parties. b. The RTA will, in coordination with the Department of Finance, determine the assets, property, material and moral rights, privileges, obligations, guarantees, and undertakings that the RTA have in respect of the Traffic Toll System and that will be transferred to the Company. c. The aforementioned assets, property, rights, privileges, obligations, guarantees, and undertakings will be transferred to, and registered in the name of, the Company or any company owned by or affiliated to it, in accordance with the legislation in force in the Emirate. The concerned Government Entities must, upon the request of the RTA, take the necessary action to complete the transfer and registration process.

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 4 of 10 d. Notwithstanding the provisions of the Law, the Chairman of the Executive Council may issue a resolution to remove or relocate any of the approved Traffic Toll Gates or to add new Traffic Toll Gates in the Emirate, in accordance with the outputs of the Traffic Toll Gate plan and location studies, conducted by the RTA in coordination with the Company, and with the traffic flow and the road user safety requirements in the Emirate. Share Capital of the Company

Article (7) a. The Company will have the following objectives: 1. to operate, manage, and develop the Traffic Toll System exclusively within the Emirate, and to implement the legislation governing Traffic Toll, including the above-mentioned Executive Council Resolution No. (19) of 2010, in accordance with the franchise agreement concluded with the RTA;

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 5 of 10 2. to manage, develop, and operate Traffic Systems, in accordance with the contracts concluded between the Company and the entities in charge of these systems within and outside of the Emirate; 3. to provide consultancy services on Traffic Systems and Traffic Toll Systems; 4. to coordinate with the RTA on conducting the studies related to Traffic Toll Gate plans and locations; 5. to invest in Traffic Systems and Traffic Toll Systems; and 6. to achieve any other objectives determined by the Articles of Association. b. For the purpose of achieving the objectives mentioned in paragraph (a) of this Article, the Company may: 1. contract with others to achieve its objectives; 2. establish wholly-owned companies or hold shares in existing companies that are related to its objectives within and outside of the Emirate; 3. acquire, own, rent, and lease out land and other real property as required to achieve its objectives; 4. invest and use its property in any commercial, financial, service, or industrial fields; 5. borrow funds, with or without security, in accordance with the legislation in force in the Emirate; 6. grant usufruct rights or any other real right in respect of the assets and property owned by it to any other entity or company engaged in the field of Traffic Systems, including the Traffic Toll Systems; and 7. perform any other work or activities related to the achievement of its objectives, as stipulated in the Articles of Association. Articles of Association

Article (8) a. Without prejudice to the provisions of this Law and other legislation in force in the Emirate, the Chairman of the Executive Council will approve the Articles of Association. The Articles of Association must determine all matters related to regulating the Company affairs, particularly the following:

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 6 of 10 1. the share capital of the Company and the procedures for increasing or reducing it; 2. the number of shares constituting the share capital of the Company, and the nominal value of each share; 3. the procedures for obtaining loans from banking and financial institutions; 4. the revenues of the Company; 5. the formation of the general assembly of the Company, and determination of its functions; 6. the budget and Financial Year of the Company; 7. the procedures for distributing profits and losses; 8. the procedures for establishing branches of the Company within or outside of the Emirate; 9. the formation of the Board of Directors and its terms of reference; 10. the disposal of the Company assets and management of its property and revenues; 11. the issuance and types of shares, and the rules for ownership and trade of shares and their related rights; 12. the issuance and trade of bonds and sukuk; 13. the appointment of the Company auditors and determination of their functions and obligations; 14. the Financial Year of the Company; and 15. the dissolution and liquidation of the Company. b. The Chairman of the Executive Council will be authorised to amend the Articles of Association of the Company, provided that it remains wholly owned by the Government. Where the shares of the Company are offered for subscription and acquired by subscribers, the general assembly of the Company will be authorised to amend the Articles of Association.

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 7 of 10 Subscription for and Ownership of Shares

Article (10) a. The Company will have a Board of Directors comprised of a chairman, a vice chairman, and a number of members. The first Board of Directors will be formed pursuant to a resolution of the Chairman of the Executive Council. Membership of the Board of Directors will be for a term of three (3) years. The Articles of Association will determine the method of formation and reconstitution, and the term of membership, of subsequent Boards of Directors. The formation of Boards of Directors must reflect ownership rights in the Company. b. The Company will have a CEO, who will be appointed, and may be dismissed, by the Board of Directors. The CEO will undertake direct supervision of the Company; perform his functions under this Law and the Articles of Association; and exercise the duties and powers assigned or delegated to him by the Board of Directors. c. The Board of Directors may assign any of its members as a managing director to undertake direct supervision of the management of the Company, and to perform the duties of the CEO. Board of Directors Functions

Article (11) a. The Board of Directors will undertake general supervision of the Company and management of its affairs. The Board of Directors will perform its functions under this Law and the Articles of Association, and particularly will: 1. approve, and follow up the implementation of, the strategic plans and policies of the Company; 2. supervise the achievement by the Company of its objectives;

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 8 of 10 3. issue the financial, administrative, technical, and procurement bylaws of the Company and manage its assets; 4. approve the organisational structure of the Company; 5. approve the contracts and agreements concluded by the Company, including loan, financing, mortgage, settlement, and arbitration agreements; 6. divide, assign, transfer, amalgamate, merge, sell, and mortgage or pledge any of the property or assets of the Company, or the property or assets of any the companies it owns; or assign or dispose of the same in any legal manner; 7. authorise the Company, and the companies owned by it, to perform any investment, borrowing, or lending transactions; to provide guarantees and security; or to issue bonds, sukuk, or any other debt instruments, in accordance with the legislation in force in the Emirate; 8. acquire or merge companies and establishments and determine the acquisition value; 9. form permanent and temporary committees and work teams, and determine their duties and powers; and 10. perform any other duties assigned to it pursuant to the legislation in force and the Articles of Association, as required to enable the Company to achieve its objectives. b. Except for the powers vested in it under sub-paragraphs (a)(6), (a)(7), and (a)(8) of this Article, the Board of Directors may delegate any of its powers under paragraph (a) of this Article or under the Articles of Association to its chairman, to any of its members, to any committees it forms, or to the CEO, provided that such delegation is specific and in writing. Human Resources of the Company

Article (12) a. Some of the Employees working for the RTA on the effective date of this Law may be transferred to the Company without prejudice to their existing rights. These Employees will be nominated pursuant to the relevant resolution issued by the Director General. They will be governed by the above-mentioned Law No. (8) of 2018 until the human resources regulations referred to in paragraph (c) of this Article are issued. b. Upon their transfer to the Company, the period of service of UAE National RTA Employees preceding the effective date of this Law will be deemed uninterrupted and will form part of their service with the Company. The Company will be deemed as a government sector employer for the purpose of calculating the retirement pension benefits or end-of-service

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 9 of 10 gratuity of these Employees in accordance with the above-mentioned Federal Law No. (7) of 1999. c. Subject to the legislation in force in the Emirate, the employees of the Company will be governed by the human resource regulations adopted by the Board of Directors. Financial Resources of the Company

Article (15) a. The employees of the Company nominated pursuant to a resolution of the Director General will have the capacity of Law Enforcement Officers to record the acts committed in breach of the provisions of the legislation that the Company is assigned to enforce. In this capacity, they may issue the necessary violation reports; and, where necessary, seek the assistance of police personnel. b. The law enforcement capacity, referred to in paragraph (a) of this Article, will be granted in accordance with the provisions of the above-mentioned Law No. (8) of 2016 and the resolutions issued in pursuance thereof.

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Law No. (12) of 2022 Establishing the Salik Company PJSC Page 10 of 10 Cooperation with the Company