UAE Free Zone Law (DIFC / ADGM / JAFZA)Law No. (16) of 2005 Concerning Dubai Silicon Oasis

Article (2) In application of the provisions of this Law, the following words and expressions shall have the meaning indicated opposite each of them unless the context implies otherwise: State: 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 shall prevail.

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 2 of 16 DSO: Dubai Silicon Oasis. DSOA: Dubai Silicon Oasis Authority. Chairman: The Chairman of the DSOA. Free Zone: The free zone established within the DSO. Administrative Zone: The administrative zone established within the DSO. DSO Establishment: Any natural or legal person licensed in the DSO to conduct any business permitted pursuant to this Law and the regulations issued in pursuance thereof, including all types of commercial companies mentioned in this Law. Modern Technology: Technologies based on designing, developing and manufacturing microelectronics, optoelectronics, nanotechnology, biotechnology, solar cells, and relevant support industries (materials, equipment, etc.), including industries based on semiconductor information technology which is developed into biotechnology and solar energy activities.

Article (3) 1. By virtue of this Law the following entities shall be established: a. A zone named the “Dubai Silicon Oasis”. The location, area, and boundaries of this zone are demarcated on the map attached to this Law; and b. A legal person charged with the management of the DSO named the “Dubai Silicon Oasis Authority” having independent financial liability, and financial and administrative autonomy. The DSOA shall have the full capacity to contract with third parties, conduct all business in line with the objectives for which the DSOA is established, sue and be sued, and appoint any person to represent it before the courts. The head office of the DSOA shall be based in DSO. The DSOA shall be affiliated with the Government. 2. A Free Zone and an Administrative Zone shall be established within the boundaries of the DSO. The location, area, and boundaries of both zones shall be determined

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 3 of 16 by the DSOA. The Free Zone and Administrative Zone shall, with respect to their management and legislative regulation, be affiliated with the DSOA. 3. DSO Establishments shall be formed and established by the DSOA in the Free Zone in accordance with the provisions of this Law and the regulations and bylaws issued in pursuance thereof.

Article (4) The DSO shall have the following objectives: 1. to promote and facilitate growth of the Modern Technology industry in the Emirate, and establish the Emirate as an international Modern Technology hub; 2. to develop, design, and build the Modern Technology industry in the Emirate, and provide the required infrastructure in accordance with the latest specialised technical regulations, criteria, and standards to promote this industry to the levels of international standards; 3. to develop, design, and manufacture biotechnologies; 4. to set and implement strategic policies and plans aimed to attract capitals and leading international companies specialised in the Modern Technology industry to operate in the DSO; 5. to contribute to the success of the Government general plan to develop all areas of the economy of the Emirate by preparing and training UAE nationals specialised in the Modern Technology industry; to support nationals working in these areas; and to boost the status of the Emirate as an international Modern Technology hub; 6. to provide favourable conditions, environment, and infrastructure for corporations and companies operating in the DSO to conduct their licensed activities in the DSO, and to establish a Modern Technology incubator; 7. to coordinate and cooperate with all Government entities and specialised local and international institutions and organisations which aim to support the Modern Technology industry, and to attract such entities and organisations to establish centres or offices in the DSO or in the Emirate;

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 4 of 16 8. to raise awareness of intellectual property and patent strategies in coordination with various Government departments, authorities, and entities in the Emirate, and to cooperate with the audit, execution, and law enforcement authorities with respect to protection of intellectual property and patents in the DSO; 9. to provide all means of support and protection to research, studies, and experiments to develop Modern Technology applications, inventions, and intellectual and industrial property rights of DSO Establishments and any other entities licensed in the DSO or attracted to conduct business therein; and 10. to seek to provide international information resources on various areas of the Modern Technology industry, and to participate in research programmes and international conferences.

Article (5) The DSOA shall perform all work and duties that enable it to achieve its objectives, including: 1. to own and lease movable and immovable property required to achieve its objectives, and to invest or dispose of such property by all means of legal disposition including the sale and rental of land and real property; 2. to establish corporations and companies wholly owned by the DSO or co-owned by the DSO and third parties, or to invest in companies, entities, and corporations conducting the same or similar business and which assist the DSO to achieve its objectives within and outside the Emirate; 3. to undertake all work and transactions related to the nature of activities of the DSO as required to achieve its objectives, including commercial and industrial business, and to coordinate with local and federal government departments, international organisations, or private organisations, entities, and companies with respect to issues of mutual interest with a view to achieving its objectives and goals; 4. to regulate business and activities within the DSO, and to determine registration and licensing rules, conditions, requirements, and procedures;

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 5 of 16 5. to determine and impose fees for registration and licensing of the DSO Establishments and other fees, including fees for services provided and work undertaken by the DSO; 6. to appoint required technical, industrial, and administrative staff in accordance with the bylaws and regulations in force in the DSO; to seek assistance of any specialised media consultants, entities, and companies to enable the DSO to perform its duties; and to provide staff to DSO Establishments, at their request, in accordance with the provisions of this Law; 7. to set the organisational, administrative, and financial structure of the DSO and the companies and corporations owned by the DSO; 8. to conclude contracts and agreements and obtain licences in the name and on behalf of the DSO as required to achieve its local and international objectives, including by establishing, participating in, holding shares in, acquiring, or merging with local or international companies and sole establishments in line with the objectives of the DSO; 9. to open and manage bank accounts within and outside the State, and to obtain the loans and financing required to achieve the objectives of the DSO. The DSOA shall be authorised, subject to approval of the Chairman, to provide all guarantees and securities, including the mortgage of any or all property and assets of the DSO; 10. to establish investment funds to achieve the objectives of the DSO, including providing companies in the DSO with the financing required for their projects, and to allow investors to participate in such funds in accordance with the instructions and bylaws of the DSO; 11. to organise programmes to provide or seek to provide the grants or financing required for specialised research and studies undertaken by the DSO, its entities or the DSO Establishments. This also includes establishing or participating in investment funds aimed to support the Modern Technology industry projects; 12. to develop a cadre of UAE national technical professionals specialised in Modern Technology by supporting scholarship and internship programmes; 13. to attract researchers, scientists, technicians, and specialists; to provide all facilities required to achieve this objective in cooperation with competent Government entities; and to establish training centres and hold specialised conferences,

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 6 of 16 workshops, and training courses with a view to producing specialised technicians at the lowest cost possible; 14. to enter into agreements with universities, research and development centres, laboratories, researchers, and any other entities related to the objectives and activities of the DSO and DSO Establishments or any matters arising from or in relation to such objectives, activities, and establishments. These agreements shall aim to provide the favourable environment and the services necessary for the business of DSO Establishments, and to enable DSO Establishments to conduct their business, activities, and studies; 15. to cooperate and coordinate with competent entities in the State and with international and regional industrial property and patent offices to ensure legal protection and facilitate processing and procedures for registration of patents and other intellectual and industrial property rights. This includes facilitating and expediting the process for registration of patents of DSO Establishments; 16. to organise or participate in exhibitions, conferences, and events specialised in the Modern Technology industry; 17. to publish studies, research, and books specialised in various sectors of the Modern Technology industry; and 18. to provide all types of services and business in accordance with the objectives of the DSO.

Article (6) The DSOA shall determine the activities and business authorised within the DSO, which include: 1. designing, manufacturing, developing, storing, supplying, distributing, redistributing, importing, and exporting Modern Technology products, and providing consultancy services related to the Modern Technology industry; 2. manufacturing and providing products and services which enhance and support Modern Technology industry and activities of DSO Establishments; 3. assembling and packaging products manufactured within or outside the DSO;

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 7 of 16 4. providing sufficient education and training related to the Modern Technology industry; 5. Supplying, assembling, and operating devices and equipment required for the Modern Technology industry in accordance with the instructions and bylaws issued by the DSOA; 6. performing all maintenance works and providing spare parts required to ensure functionality of the above mentioned devices and equipment; and 7. performing any other work in accordance with the objectives of the DSO.

Article (8) 1. The chairman shall undertake the supervision of the DSO and shall, with the assistance of the vice chairman, adopt, approve, and supervise implementation of the general policies of the DSO. The chairman may delegate any powers or functions assigned to him pursuant to this Law to the vice chairman. 2. In absence of the chairman, or his inability to perform his duties, the vice chairman shall act as the chairman. The vice chairman shall directly supervise the executive management of the DSO. 3. The chief executive officer shall undertake the executive and daily management of the DSO within the powers vested in him pursuant to this Law or the resolutions of the Chairman. 4. Employees of the executive body of the DSOA shall be appointed and their employment terms, dismissal, remunerations, duties and rights, and all other relevant matters shall be determined pursuant to a special regulation prepared by the chief executive officer, in consultation with the vice chairman, and issued by the chairman.

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Article (9) The chairman shall have the duties to: 1. approve the strategic plans, approve and supervise implementation of the general policies, and adopt the development plans of the DSO; 2. approve the regulatory, administrative, and financial regulations of the DSO; 3. issue a regulation concerning recruitment and appointment of the staff of the executive, administrative, and technical bodies of the DSO, and their employment terms, dismissal, salaries, duties and rights, and all other relevant matters; 4. supervise achievement of the objectives of the DSO and approve the business, projects, and activities undertaken by the DSO; 5. approve the draft general budget of the DSO submitted by the vice chairman for each financial year; 6. approve obtaining loans and financing by the DSO as required to conduct its business and achieve its objectives; incurring any financial liabilities on behalf of the DSO; or creating any rights or encumbrances, such as mortgage, etc., in respect of any assets or property of the DSO, and approve all conditions related to the same; 7. grant land to companies and sole establishments operating in the DSO and to the employees of the DSOA; 8. monitor compliance of the DSO, in the course of conducting its business, with the applicable laws, regulations and bylaws in force; and 9. perform any other duties required or favourable for the proper management of the DSO.

Article (11) The vice chairman shall have the duties to: 1. supervise the executive management of the DSO, monitor the administrative, technical, and financial performance of the chief executive officer and the executive body, and prepare relevant reports to be submitted to the Chairman; 2. set the strategic plans, general policies, and development plans of the DSO, submit the same to the Chairman for approval, and supervise implementation of the same; 3. follow up achievement of the objectives of the DSO by the executive body, issue directions concerning the business, projects, and activities undertaken by the DSO, discuss with the executive body the proposed strategies required for implementing the action plans of the DSO, and submit them to the Chairman; 4. propose the internal regulations and bylaws required to achieve the objectives of the DSO, and submit the same to the Chairman for approval; 5. discuss and review the draft general annual budget prepared by the chief executive officer, and submit the same to the Chairman for approval; 6. appoint internal auditor of the DSO and seek assistance of experienced and competent advisors to discuss the business and projects of the DSO, allocate the budget for such business and projects, and supervise implementation of the same based on recommendations and studies prepared by the chief executive officer; 7. represent the DSO and sign in its name and on its behalf in respect of all contracts, transactions and dispositions, except where such powers require approval of the Chairman pursuant to law; and 8. exercise any powers delegated to him by the Chairman.

Article (12) The Chief Executive Officer shall have the duties to:

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 10 of 16 1. manage and supervise the daily executive work of the DSOA, prepare reports related to such management and supervision, and submit the same to the vice chairman; 2. implement the strategic plans and general policies of the DSO, and propose, in consultation with the vice chairman, the development plans of the DSO and submit the same to the Chairman for approval; 3. propose, in consultation with the vice chairman, the internal regulations and bylaws required to achieve the objectives and goals of the DSO and regulate the acts, business, and services undertaken by the DSO, and submit such proposed regulations and bylaws to the Chairman for issuance; 4. propose, in consultation with the vice chairman, the works, projects, and activities undertaken by the DSO and the strategies required to implement its action plans within the budgets approved by the Chairman for such projects and activities. For this purpose, the Chief Executive Officer shall seek the assistance of experts and competent persons to study these works and projects; 5. to prepare a draft general budget for each financial year, including expenditure policies, and discuss the same with the vice chairman in preparation for its submission to the Chairman for approval; 6. represent the DSO, upon the instructions of the Chairman and vice chairman, in negotiations related to the contracts, transactions, and acts to be concluded by the DSO, particularly with respect to loan agreements, obtaining the funds required to conduct the business and achieve the objectives of the DSO, incurring any financial liabilities in the name of the DSO, or creating any rights or encumbrances, such as mortgage, etc., in respect of any assets or property of the DSO, and approve all conditions related to the same. Such contracts must be signed by the Chairman or vice chairman in accordance with the powers provided for in this Law; 7. open and operate the bank accounts of the DSOA within the limits and powers approved by the Chairman to the extent required for managing the daily executive work of the DSOA; 8. prepare and implement the human resources policies of the DSOA; 9. establish and register DSO Establishments in accordance with the laws and regulations of the DSO;

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 11 of 16 10. seek to provide all services needed by DSO Establishments, including municipal, security, transport, infrastructure, and communication and information technology services, and assist DSO Establishments by providing the personnel they need; and 11. impose and collect any service fees or charges required by the DSOA.

Article (16) The financial resources of the DSO shall consist of: 1. income from the proceeds of services and facilities provided by the DSOA to DSO Establishments; 2. proceeds of the rental or sale of the DSO real property, including offices, buildings, land, etc.; 3. fees for the registration, establishment, licensing, and renewal or variation of licences issued by the DSO, and any fees or amounts collected by the DSO for providing services or conducting business;

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Law No. (16) of 2005 Concerning Dubai Silicon Oasis Page 12 of 16 4. returns on investments and proceeds of projects undertaken by the DSO directly or through companies and corporations wholly or partially owned by the DSO; and 5. financial support, gifts, and subsidies provided to the DSO by the Government or by others and accepted by the Chairman in line with the achievement of the DSO objectives and the laws in force.

Article (17) 1. The DSO Establishments registered with the Free Zone and their employees shall be subject to zero percent tax, including income tax, on their operations within the DSO for a period of fifty (50) years. This grace period shall commence on the date on which such DSO Establishments and employees commence work, and may be extended for the same period pursuant to a resolution of the Chairman. 2. The DSO Establishments registered with the Free Zone shall be exempt from customs duties on any goods, tools, commodities, or raw materials manufactured, developed, or produced in the DSO or imported to the DSO and required to achieve its objectives. No customs duties on the export of the same shall be charged.