UAE Free Zone Law (DIFC / ADGM / JAFZA)Law No. (3) of 2020 Concerning the Dubai Multi Commodities 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: ©2020 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. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 2 of 15 UAE: The United Arab Emirates. Emirate: The Emirate of Dubai. Ruler: His Highness the Ruler of Dubai. Government: The Government of Dubai. Executive Council: The Executive Council of the Emirate of Dubai. ICD: The Investment Corporation of Dubai. DMCC: The Dubai Multi Commodities Centre. DMCCA: The Dubai Multi Commodities Centre Authority. Board of Directors: The board of directors of the DMCCA. Executive Chairman: The executive chairman of the DMCCA. Commodities: Any natural substances; animal, agricultural, or industrial products; gold; diamonds and other precious stones; or other metals. DMCC Establishments: Sole proprietorships and all types of commercial companies licensed to operate within the DMCC pursuant to this Law and the resolutions issued in pursuance hereof. Activity: Any commercial, industrial, artisan, professional, or service activity related to Commodities or to Services; or other activity authorised in the DMCC in accordance with this Law and the resolutions issued in pursuance hereof. Scope of Application

Article (5) The DMCCA will supervise the DMCC. For the purpose of achieving the objectives of the DMCC, the DMCCA will have the duties and powers to: 1. establish, develop, and manage, in coordination with the concerned entities in the Emirate, the infrastructure and administrative services within the DMCC; and undertake the construction of residential, commercial, and hotel buildings and facilities whether by itself or through real estate developers; 2. determine the Activities which are authorised within the DMCC, and establish the rules, conditions, requirements, and procedures for licensing these Activities; 3. license, regulate, control, and supervise the construction works performed within the DMCC; 4. register and license DMCC Establishments in accordance with the provisions of this Law and the resolutions issued in pursuance hereof; 5. regulate the liquidation and bankruptcy of DMCC Establishments, including by prescribing the liquidation and bankruptcy procedures related to handling assets,

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 4 of 15 payables, liabilities, set-off, and close-out netting rights; as well as restructuring procedures; 6. monitor and inspect DMCC Establishments and their Activities to verify their compliance with the provisions of this Law and the resolutions issued in pursuance hereof; 7. establish corporations and companies solely or in partnership with others, within or outside of the DMCC; 8. establish, regulate, and operate physical and digital Commodities markets, in accordance with the legislation in force in the Emirate; 9. establish professional associations and committees and organise events related to the DMCC’s Activities; 10. oversee rough diamond trade in coordination with the concerned local and federal authorities and in accordance with the provisions of international agreements and conventions to which the UAE is a party; 11. examine, certify, and calibrate diamonds, gold, and precious stones; and verify the authenticity of the relevant certificates and documents; 12. authorise DMCC Establishments to import and store goods for purposes of re- exporting or bringing them into the customs zone in the Emirate, in coordination with the concerned entities; 13. amicably settle labour disputes and the disputes related to the operations of DMCC Establishments; 14. enter into agreements and memoranda of understanding with dispute resolution centres; 15. allow DMCC Establishments, in coordination with the concerned federal entities and in accordance with the legislation in force in the Emirate, to provide commercial, media, banking, and insurance services within the DMCC; 16. purchase, take lease of, and own the movable and immovable property required for performing its duties; and invest or dispose of such property by all means of legal disposition; 17. cooperate and coordinate with local, federal, regional, and international entities, including other free zones’ authorities, to ensure achievement of the DMCC objectives; and

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 5 of 15 18. exercise any other duties or powers required for the achievement of the DMCC objectives. Organisational Structure of the DMCCA

Article (8) a. The Board of Directors will undertake general supervision of the DMCCA. For this purpose, the Board of Directors will have the duties and powers to: 1. approve, and supervise the implementation of, the policies and strategic and operational plans of the DMCCA; 2. approve the services, business, projects, and Activities that the DMCCA intends to undertake; 3. approve borrowing and financing programmes proposed by the Executive Chairman, subject to the legislation in force in the Emirate; and submit the same to the competent entity in the Emirate for final approval; 4. approve the organisational structure of the DMCCA; 5. appoint auditors and determine their annual remuneration; 6. approve the draft annual budget and financial statements of the DMCCA; and submit the same to the competent entity in the Emirate for final approval; 7. approve fees and charges for the services provided by DMCCA, and submit the same to the competent entity in the Emirate for final approval;

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 6 of 15 8. approve the resolutions and bylaws regulating the administrative, financial, and technical work of the DMCCA; 9. approve the rules and procedures for licensing and registration of DMCC Establishments; 10. approve the regulations related to the liquidation and bankruptcy of DMCC Establishments, and the regulations required for facilitating the trade and exchange of Commodities; 11. conduct annual reviews of the performance reports of the DMCCA, and take the necessary action in respect thereof; 12. approve investment and expansion plans, and submit the same to the ICD to take the action it deems appropriate in respect thereof; and 13. exercise any other duties or powers assigned to it by the Ruler or the Chairman of the Executive Council. b. The Board of Directors may delegate any of the powers stipulated in sub- paragraphs (a)(7), (a)(8), (a)(9), and (a)(10) of this Article to the Executive Chairman, provided that such delegation is specific and in writing. Meetings of the Board of Directors

Article (9) a. The Board of Directors will convene at the invitation of its chairman, or vice chairman if the chairman is absent, at least once every month, and where necessary. Meetings of the Board of Directors will be valid if attended by the majority of its members, provided that its chairman or vice chairman is in attendance. b. Resolutions and recommendations 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. c. Meeting proceedings, resolutions, and recommendations of the Board of Directors will be recorded in minutes signed by the chair of the meeting and attending members. d. The chairman of the Board of Directors will appoint, from among the DMCCA employees, a rapporteur to the Board of Directors. The rapporteur will be responsible for sending meeting invitations, preparing meeting agendas, recording minutes of meetings, following up the implementation of the Board of Directors

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 7 of 15 resolutions and recommendations, and performing any other duties assigned to him by the chairman of the Board of Directors. e. The Board of Directors may invite experts and specialists, as it deems appropriate, to attend its meetings. These experts and specialists will not have a vote in the deliberations of the Board of Directors. f. The vice chairman of the Board of Directors will act as its chairman where the chairman is absent or becomes incapable of performing his duties. Executive Body

Article (11) a. An Executive Chairman will be appointed to the DMCCA pursuant to a resolution of the Chairman of the Executive Council. b. The Executive Chairman will, under the supervision of the Board of Directors, manage the DMCCA in accordance with the provisions of this Law and the resolutions issued in pursuance hereof. For this purpose, the Executive Chairman will have the duties and powers to: 1. propose the general policy, and strategic and operational plans, of the DMCCA; submit the same to the Board of Directors for approval; and take all actions required for their implementation upon approval; 2. propose the services, business, projects, and Activities that the DMCCA intends to perform; and submit the same to the Board of Directors for approval; 3. propose the organisational structure of the DMCCA, and submit the same to the Board of Directors for approval;

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 8 of 15 4. propose fees and charges for the services provided by the DMCCA, and submit the same to the Board of Directors for approval; 5. prepare the draft annual budget and financial statements of the DMCCA, and submit the same to the Board of Directors for approval; 6. propose resolutions regulating the administrative, financial, and technical work of the DMCCA; and submit the same to the Board of Directors for approval; 7. approve rules and procedures for the registration and licensing of the DMCC Establishments, and submit the same to the Board of Directors for approval; 8. propose the regulations related to the liquidation and bankruptcy of DMCC Establishments, and the regulations required for facilitating the trade and exchange of Commodities; and submit the same to the Board of Directors for approval; 9. propose the borrowing programmes required to obtain the financing that enables the DMCC to achieve its objectives, and submit the same to the Board of Directors for approval; 10. issue the resolutions required for maintaining a register for the licensing of DMCC Establishments and any other registers that are relevant to the work of the DMCCA; 11. supervise the work of the DMCCA executive body employees; 12. open and manage bank accounts subject to the legislation in force in the Emirate; 13. represent the DMCCA before third parties, and conclude the contracts and agreements required for the achievement of the objectives of the DMCC; and 14. exercise any other duties or powers required for the achievement of the objectives of the DMCC, as assigned or delegated to him by the Board of Directors. c. The Executive Chairman may delegate any of his powers under sub-paragraphs (b)(10) and (b)(13) of this Article to any of the DMCCA employees, provided that such delegation is specific and in writing.

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 9 of 15 Financial Resources of the DMCCA

Article (16) a. All Commodities of whatever origin, whether national or foreign, will be admitted to the DMCC. b. Notwithstanding the provisions of paragraph (a) of this Article, it is prohibited to bring the following Commodities into the DMCC or to trade in them within the DMCC: 1. spoilt commodities; 2. commodities violating commercial, industrial, literary, artistic, and intellectual property protection laws, including the laws and rules related to trade marks, patents, copyrights, and design rights; 3. commodities prohibited by the UAE or the Government; 4. commodities 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 commodities and ammunition, except those in respect of which a permit is issued by the competent authority in the Emirate; and 6. commodities, services, and products in which trading is prohibited in the UAE pursuant to the legislation in force. Exemption from Customs Duties

Article (17) a. Commodities brought into the DMCC, or manufactured, produced, or developed therein, will be exempt from customs duties; and when exported outside of the UAE, no customs duties will be levied on these Commodities. b. Commodities stored in the DMCC, or used in any operations within the DMCC, will be exempt from customs duties. c. Commodities exported from the DMCC to the customs zone within the Emirate will be deemed as if imported from abroad for the first time, and customs duties will apply to these Commodities in accordance with the customs tariff provisions in force.

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 11 of 15 Tax Exemption

Article (21) a. Neither the DMCC nor DMCC Establishments will, in relation to their operations in the DMCC, be governed by the legislation, authority, or powers of the Dubai Municipality or the Department of Economic Development. This will not apply to the legislation related to public health and safety, the environment, and food control; or to the legislation that expressly stipulates that it is applicable to free zones. b. The DMCCA may, as it deems appropriate, seek assistance from Government Entities in the Emirate and other free zones, and benefit from their programmes and systems in licensing DMCC Establishments. These programmes and systems will be implemented in accordance with the bylaws applicable within the DMCC. Licences issued to DMCC Establishments in cooperation with the concerned Government Entities will be deemed as if issued by the DMCCA.

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Law No. (3) of 2020 Concerning the Dubai Multi Commodities Centre Page 12 of 15 Establishing DMCC Establishments

Article (29) a. DMCCA employees and inspectors nominated pursuant to a resolution of the Executive Chairman will have the capacity of Law Enforcement Officers to record the acts committed in breach of the provisions of this Law and the resolutions issued in pursuance hereof. In this capacity, they may monitor and supervise DMCC Establishments and their activities and business; 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. Delegation of Powers