UAE Corporate / Commercial LawLaw No. (17) of 2011 Concerning Dubai Aluminium Corporation

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: Emirate: The Emirate of Dubai. Ruler: His Highness the Ruler of Dubai. Government: The Government of Dubai. © 2014 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. (17) of 2011 Concerning Dubai Aluminium Corporation Page 2 of 7 DUBAL: Dubai Aluminium Corporation. Board of Directors: The board of directors of the DUBAL. Scope of the Law

Article (5) The main objective of the DUBAL is producing aluminium and manufacturing finished metal products. For this purpose, the DUBAL may: 1. own and operate smelters, refineries, mines, and any other facilities related to smelting, refining, and re-producing metals, alloys, and other relevant products; 2. own, operate, and establish plants, projects, and facilities necessary for power production and generation and water desalination for use in its production processes; 3. obtain loans and credit facilities necessary for its operations, and provide appropriate guarantees and mortgages, including the mortgage of assets, property, etc.; 4. issue bonds, debt instruments and other securities in coordination with the concerned entities in the Emirate; 5. undertake and participate in all types of investment, commercial, industrial, and real estate projects, including the establishment of companies and participation in projects related to achievement of the DUBAL’s objectives; 6. acquire rights arising from intellectual property, trademarks, trade names, and patents, and all rights and designs relevant to the DUBAL’s objectives;

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Law No. (17) of 2011 Concerning Dubai Aluminium Corporation Page 3 of 7 7. perform any other acts or activities the Board of Directors deems appropriate for the achievement of the DUBAL’s objectives. Capital of the DUBAL

Article (8) The Board of Directors is the highest authority of the DUBAL. For the purpose of performing its functions, the Board of Directors may: 1. approve the general policy, strategic plans, programmes, and projects of the DUBAL; 2. approve the annual draft budget and final accounts of the DUBAL; 3. appoint the CEO and executive directors of the DUBAL, and determine their rights and benefits; 4. approve all matters related to loans, and determine the required guarantees; 5. form the executive and advisory committees and work teams necessary to assist the Board of Directors to perform its duties; 6. issue the financial, technical, and administrative resolutions necessary to regulate the work of the DUBAL, including the employment bylaws; 7. conclude contracts and agreements required to achieve the DUBAL’s objectives; 8. delegate any of the powers of the Board of Directors stipulated in this Law to the CEO or executive directors of the DUBAL; and 9. perform any other duties related to the DUBAL’s objectives.

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Law No. (17) of 2011 Concerning Dubai Aluminium Corporation Page 4 of 7 Meetings of the Board of Directors

Article (9) a. The Board of Directors will convene at the invitation of the chairman or upon the request of a majority of the members, at least once every three (3) months or where necessary. Meetings of the Board of Directors will be valid if attended by at least the majority of members, provided that the chairman or vice chairman is in attendance. Resolutions of the Board of Directors will be passed by majority vote of the attending members, and in the event of a tie, the chair of the meeting will have a casting vote. b. Notwithstanding the provisions of paragraph (a) of this Article, in the absence of a quorum of a meeting of the Board of Directors, members may hold deliberations and pass resolutions via electronic communication, in which case, resolutions of the Board of Directors will be valid only if approved by at least three quarters of its members. c. The minutes of meetings and resolutions of the Board of Directors will be recorded in a register signed by the chair of the meeting and attending members. Conflict of Interest

Article (12) a. The CEO of the DUBAL will have the duties and powers to: 1. propose the general policy and strategic plans of the DUBAL, and to submit these to the Board of Directors for approval; 2. implement the approved general policy of the DUBAL;

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Law No. (17) of 2011 Concerning Dubai Aluminium Corporation Page 5 of 7 3. propose initiatives, programmes, projects, studies, and recommendations related to the business and activities of the DUBAL, and submit these to the Board of Directors for approval; 4. represent the DUBAL before third parties; 5. prepare the annual balance sheet and final accounts, and submit these to the Board of Directors for approval; 6. prepare the annual report on the DUBAL’s activities and financial position, and submit these to the Board of Directors for approval; 7. supervise the work of the DUBAL’s executive body; 8. propose the organisational structure and the bylaws regulating the administrative, financial, and technical work of the DUBAL, and submit these to the Board of Directors for approval; and 9. perform any other duties, related to the objectives of the DUBAL, which are assigned to him by the Board of Directors. b. The CEO may delegate any of his powers stipulated in this Law to any of the executive directors. Liability for Debts

Article (17) a. The DUBAL will maintain regular accounting books and records. b. The balance sheet and profit and loss account will be prepared and audited no later than three (3) months before the end of the financial year in accordance with the recognised standards. The DUBAL will, before the commencement of the financial year, submit the annual budget approved by the Board of Directors together with the required financial reports to the Investment Corporation of Dubai. c. The Board of Directors will submit to the Investment Corporation of Dubai the balance sheet and profit and loss account stipulated in paragraph (b) of this Article together with the auditor’s report and the Board of Directors’ report no later than three (3) months from the end of the financial year. Profits and Creation of a Reserve