General UAE Legal Questions LawLaw No. (22) 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: UAE: The United Arab Emirates. Emirate: The Emirate of Dubai. Government: The Government of Dubai. DEWA: The Dubai Electricity and Water Authority PJSC. EPI: Emirates Power Investment LLC. Empower: The Emirates Central Cooling Systems Corporation established pursuant to the above-mentioned Law No. (10) of 2003. Government Entity: Any of the Government departments, public agencies or corporations, Government councils or authorities, or other entities affiliated to the Government. Company: The Emirates Central Cooling Systems Corporation PJSC. General Assembly: The general assembly of the Company. 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. Network: The Central District Cooling Network of the Company. Companies Law: Federal Law by Decree No. (32) of 2021 Concerning Commercial Companies.

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 3 of 11 Legal Form Change

Article (3) a. The Company hereby succeeds Empower in respect of implementing all the legislation in force in the Emirate. The Company will exercise all the functions of Empower under that legislation, throughout the Emirate, including in Special Development Zones and free zones, such as the Dubai International Financial Centre. b. All the rights, assets, property, tangible and intangible assets, agreements, concessions, obligations, companies, guarantees, and undertakings of Empower, within or outside of the Emirate, are hereby transferred to the Company. c. All the assets, rights, and obligations to be transferred to the Company will be conveyed to, and registered in the name of, the Company or any company owned or affiliated to it, in accordance with the legislation in force in the Emirate. Concerned Government Entities must, upon the request of the Company, take the necessary action to complete the conveyance and registration process. Head Office of the Company

Article (5) a. The issued and paid-up share capital of the Company is one billion dirhams (AED 1,000,000,000.00), divided into ten billion (10,000,000,000) shares. The nominal value of each share is ten fils (AED 0.10). b. Shares will be owned by, and distributed between, DEWA and EPI as per the following percentages: 1. DEWA holds seven billion (7,000,000,000) shares, representing seventy percent (70%) of the share capital; and 2. EPI holds three billion (3,000,000,000) shares, representing thirty percent (30%) of the share capital. c. The nominal value of shares set forth in paragraph (a) of this Article may be modified by unanimous vote of the Board of Directors. d. The Board of Directors may determine a percentage of shares that may be transferred to other parties through subscription. However, the Board of Directors must issue a unanimous decision in this respect. e. The liability of the Company will be limited to its paid-up capital. The liability of shareholders will be limited to the nominal value of the shares they own. Term of the Company

Article (7) a. The Company will have the following objectives: 1. to undertake, in return for fees, the production of chilled water and conduct of any other activities related to air-conditioning systems in commercial, residential and industrial buildings and any other facilities;

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 5 of 11 2. to own, manage, operate, maintain, and rent out central or decentralised cooling system equipment and the relevant transmission and distribution networks and other equipment; 3. to implement joint projects with any others to achieve the objectives stated in sub-paragraphs (a)(1) and (a)(2); 4. to invest in projects that contribute to the preservation of natural resources, to the protection of the environment, and to adding value to development efforts in the Emirate; and 5. to achieve any other objectives determined in 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 construct chilled water production plants and networks, and to procure chilled water production equipment, within or outside of the Emirate; 2. establish companies wholly or partially owned by it, or directly or indirectly hold shares in any companies related to its objectives within or outside of the UAE; 3. own, possess, take lease of, and lease out real property, land, assets, machinery, and equipment as required for the achievement of its objectives; and dispose of the same in any legal manner, including mortgage; 4. invest and use its property in any commercial, financial, service, or industrial fields; 5. borrow money and issue bonds and sukuk, with or without security, in accordance with the Articles of Association; and 6. perform any other work or activities which are directly or indirectly related to the achievement of its objectives, as stipulated in the Articles of Association. Articles of Association of the Company

Article (8) a. Without prejudice to the provisions of this Law and other legislation in force in the Emirate, the Articles of Association will be approved pursuant to a resolution issued by the General Assembly upon the recommendation of the Board of Directors. The Articles of Association must determine all matters related to regulating the Company affairs, particularly the following:

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 6 of 11 1. the procedures for increasing or reducing the share capital of the Company; 2. the procedures for obtaining loans from banking and financial institutions; 3. the revenues of the Company; 4. the formation of the General Assembly and determination of its functions; 5. the budget and Financial Year of the Company; 6. the procedures for distributing profits and losses; 7. the procedures for establishing branches of the Company within or outside of the UAE; 8. the formation and terms of reference of the Board of Directors; 9. the disposal of the Company assets and management of its property and revenues; 10. the issuance, types, ownership and trading rules, and related rights of the shares; 11. the issuance and trading of bonds and sukuk; 12. the appointment of Company auditors and determination of their functions and obligations; and 13. the dissolution and liquidation of the Company. b. The General Assembly will be authorised to amend the Articles of Association whether the Company remains wholly owned by DEWA and EPI or the shares of the Company are offered for subscription. Subscription for and Ownership of Shares

Article (10) a. The Company will have a Board of Directors comprised of seven (7) members, including the chairman and vice chairman of the Board of Directors. The first Board of Directors of the Company will be formed pursuant to a resolution of the General Assembly, and will be comprised of three (3) members appointed by DEWA, including the chairman of the Board of Directors; one (1) member appointed by the EPI; and three (3) independent members, including a female member. b. 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, and must be in compliance with the legislation in force in the Emirate. c. The Company will have a CEO, who will be appointed, and may be dismissed, pursuant to a resolution of the Board of Directors. The CEO will undertake direct supervision of the Company; perform his functions under this Law, the Articles of Association, and the legislation in force in the Emirate; and exercise the duties and powers assigned or delegated to him by the Board of Directors. Functions of the Board of Directors

Article (11) a. The Board of Directors will undertake general supervision of the Company and manage its affairs, and will perform the Board of Directors functions under this Law, the Articles of Association, and the legislation in force in the Emirate, including the Companies Law. In particular, the Board of Directors 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; 3. approve the fees and tariffs for the services the Company provides, and submit the same to the competent entity in the Emirate for final approval; 4. issue the financial, administrative, technical, and procurement bylaws of the Company and manage its assets; 5. approve the organisational structure of the Company; 6. divide, assign, transfer, amalgamate, merge, sell, and mortgage or pledge any of the property and assets of the Company, or of the companies owned by it, or

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 8 of 11 the property and assets of any of its affiliates or subsidiaries; and assign or dispose of the same in any legal manner; 7. authorise the Company, and the companies owned by it, its affiliates, or its subsidiaries, 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. exercise any other functions determined by 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)(4), (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. As of the effective date of this Law, all employees of Empower will be transferred to the Company without prejudice to their existing rights. These employees will be governed by the relevant bylaws in force at Empower until the regulations referred to in paragraph (c) of this Article are issued. b. Upon their transfer to the Company, the period of service of the UAE National Employees of Empower 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 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.

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 9 of 11 Financial Resources of the Company

Article (16) a. All Government Entities must, upon request, fully cooperate with the Company to enable it to achieve its objectives and exercise its functions under this Law, the Articles of Association, and the legislation in force in the Emirate. b. Concerned Government Entities will, free of charge, secure designated service passageways for the Network on the roads of the Emirate; and allocate land to the Company for the construction of central cooling plants, in addition to providing other facilities and services as necessary or required for enabling the Company to achieve

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Law No. (22) of 2022 Concerning the Emirates Central Cooling Systems Corporation Page 10 of 11 its objectives. This land will be allocated, and the facilities and services will be provided, to the Company in accordance with the legislation in force in the Emirate. Consideration of Pending Claims