UAE Corporate / Commercial LawFederal Decree Law No. (32) of 2021 on Commercial Companies

Article (1) Definitions For the purpose of applying the provisions of this Decree Law, the following words and expressions shall denote the meanings assigned thereto respectively, unless the context requires otherwise: The State: the Unites Arab Emirates. Federal Government: The Government of the United Arab Emirates. Local Government: Any of the governments of the member Emirates of the Federation. The Ministry: Ministry of Economy.

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Federal Decree by Law of 2021 on Commercial Companies 3 The Minister: Minister of Economy. Central Bank: The Central Bank of the United Arab Emirates. SCA: The Securities & Commodities Authority. Competent Authority: the local authority concerned with the Company affairs in the relevant Emirate. Company: The Commercial Company. Special Purpose Acquisition Company [SPAC]: A public joint stock company, which the SCA has approved to classify as a Special Purpose Acquisition Company with no other purposes, in accordance with the SCA's relevant decision. Special Purpose Vehicle [SPV]: A company incorporated with the aim of segregating the liabilities and assets associated with a particular financing transaction from the liabilities and assets of its founding person, and is used for the transactions involving credit, borrowing, securitization, bond issuance and transfer of risks associated with insurance, reinsurance and derivatives transactions in accordance with the provisions of the decision of the SCA regulating such activities. Governance: A set of controls, standards and procedures that aim to achieve corporate discipline for the management of the Company in accordance with the international standards and practices, through determining the duties and responsibilities of the Directors and the Executive Management of the Company, while ensuring that the interests of shareholders and stakeholders are safeguarded. Business Day: the official business days of the ministries, government authorities and local departments. Special Resolution: A resolution issued by a majority of shareholders holding at least 75% of the shares represented at the General Assembly of a joint stock company. Registrar: The companies registrar appointed by the Minister, and who performs his duties through the Companies Department of the Ministry. Markets: Securities and commodities markets licensed by the SCA to operate in the State. Securities: The shares issued by joint stock companies; Derivatives and investment units approved by the SCA;

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Federal Decree by Law of 2021 on Commercial Companies 4 Bonds, Sukuk and bills issued by the Federal Government, local governments or public authorities or institutions in the State; Bonds, Sukuk and any debt instruments issued by companies in accordance with the regulations to be issued by the SCA; and Any other local or foreign securities acceptable to the Central Bank and the SCA. Public Offering: The process of inviting any natural or legal person or a particular segment or segments of persons to purchase any Securities. Book Building: The process by which the price of a security is determined upon issuance or sale on a Public Offering, in accordance with the provisions of the resolution to be issued by the SCA in this respect. Strategic Partner: A partner whose contribution to the Company provides technical, operational or marketing support that is beneficial to the Company. Share Register: A register that shows the shares held by shareholders in the joint stock companies and the rights associated with such shares. Share Register Secretariat: An entity or entities licensed by the SCA to regulate the Share Register of private joint stock companies. Director: Any member of the board of directors of the Company, including the chairman.

Article (4) Companies Not Governed by the Provisions of this Decree Law 1. Except for registration and renewal of registration in the register of exempted companies kept at the Ministry, the SCA and the Competent Authority, within their respective areas of competence, the provisions of this Decree Law shall not apply to the following: a. The companies exempted under a Cabinet resolution, in respect of anything for which a special provision to that effect is contained in the company's Memorandum or Articles of Association, according to the controls to be issued under a Cabinet resolution. b. The companies fully owned by the federal or local government or any of their affiliated institutions, entities, bodies or subsidiaries, as well as any other companies fully owned by such entities or their subsidiaries, if a special provision to that effect is contained in their Memorandum or Articles of Association. c. The companies, in which the federal government or local government or any of their affiliated institutions, authorities, agencies or subsidiaries, or any other entity directly or indirectly owned by any of them, is holding at least [25%] of their capital, and which engage in the business activities of oil drilling, extraction, refining, manufacturing, marketing and transport, or engage in any energy-related activities of all types, electricity and gas production, or water desalination, transportation and distribution, if a special provision to that effect is contained in their Memorandum or Articles of Association. d. The companies that are granted exemption from the provisions of Federal Law No. [2] of 2015 on Commercial Companies, as amended, prior to the date of entry into force of the provisions of this Decree Law, if a special provision to this effect is

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Federal Decree by Law of 2021 on Commercial Companies 6 contained in the Memorandum or Articles of Association of such companies. e. The companies exempted from the provisions of this Decree Law under special federal laws. f. The SPACs; as provided for in the SCA's decision on such companies. g. The SPV; if a special provision to that effect is included in the decision of the SCA on the regulation of such activity. 2. The companies mentioned in [1/B, C and D] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law, in the event that such companies sell or offer any ratio of their capital at a public offering or list their shares on a financial market in the State. 3. The companies mentioned in [1/F] and [1/G] of this Article shall adjust their affairs in conformity with the provisions of this Decree Law and according to the regulations or decisions issued by the SCA on such companies.

Article (5) Companies Operating in Free Zones and Financial Free Zones 1. The provisions of this Decree by Law shall not apply to the companies established in the free zones of the State with respect to matters for which a special provision is stipulated in the laws or regulations of the concerned free zone. 2. Where the legislation of free zones and financial free zones permits the companies established therein to conduct their activities outside the boundaries of the zone and within the State, such companies may establish branches or representative offices within the State which shall be subject to the provisions of this Decree by Law. 3. The provisions of this Article shall not prejudice any requirements of any other legislation in force in the State.

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Federal Decree by Law of 2021 on Commercial Companies 7

Article (8) The Concept of Company 1. The Company is a contract whereby two or more persons undertake to participate in an economic project that aims to achieve profit by contributing a share of money or work, and to divide among themselves the profits or losses arising from such project. 2. The economic project referred to in Clause (1) of this Article shall include every commercial, financial, industrial, agricultural, or real estate activity or any other form of economic activity. 3. Notwithstanding Clause (1) of this Article, any of the following may be permissible: a. The incorporation or ownership of a company by a single person in accordance with the provisions of this Decree by Law.

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Federal Decree by Law of 2021 on Commercial Companies 8 b. The incorporation of a non-profit company whose net profits derived from its economic project shall be reinvested to achieve the purposes for which it was established, without distributing such profits to its partners or shareholders, provided that a Cabinet Resolution shall be issued specifying the purposes and regulating the provisions related to such companies and their forms, upon the proposal of the Minister in coordination with the Authority and the Competent Authority. The Cabinet may, in this case, exempt the company from any of the provisions of this Decree by Law.

Article (10) Activities Having Strategic Impact 1. A committee, whose membership includes representatives from the competent authorities, and which is vested with the competence to propose activities with a

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Federal Decree by Law of 2021 on Commercial Companies 9 strategic impact and the controls required to license the companies that engage in any of these activities, shall be formed by a resolution of the Cabinet based upon a proposal from the Minister. 2. The Cabinet shall, based upon a recommendation from the committee stipulated in Clause [1] of this Article, issue a resolution defining the activities with a strategic impact and the controls for licensing the companies that engage in any of these activities. 3. Subject to the competencies vested in the Cabinet as per Clause [2] of this Article, the Competent Authority shall have the following powers: a. Determine a particular ratio for the contribution of UAE nationals to the capital or the boards of directors of all companies that are incorporated within the scope of its competence. b. Approve the applications for incorporation of companies and determine the fees as per the controls laid down by the Cabinet and mentioned in Clause [2] of this Article, subject to the provisions stipulated in this Decree Law with regard to joint-stock companies. 4. The Cabinet may, based upon a request from the Ministry, the body concerned or the Competent Authority, as the case may be, relieve any company whose activities are regulated by special legislation from any term or provision that stipulates the percentage of ownership of nationals or their involvement in the management of such company.

Article (11) Business Practice 1. The company shall obtain all the approvals and licenses required to engage in the business activities in the State prior to the commencement of business practice. 2. The Cabinet shall issue a resolution determining the formation and credentials of the members of the internal Sharia Supervisory Committees and the Sharia controller of companies incorporated inside the State and which conduct their business in conformity with the rules of Islamic Sharia. The resolution shall determine the controls of operation of such committees. Such companies shall, following their incorporation and prior to the

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Federal Decree by Law of 2021 on Commercial Companies 10 commencement of their activities, obtain the approval of the internal Sharia Supervisory Committees. 3. Only public joint stock companies may conduct banking and insurance activities, unless the laws regulating such activities or the resolutions issued thereunder stipulate otherwise.

Article (12) Name of the Company 1. The Company shall have a trade name that does not conflict with the public order of the State. The name shall be followed by the legal form of the Company. No Company may be registered with a name previously registered in the State or a confusingly similar name. 2. Under a special resolution of the General Assembly and the like, the Company may change its name to any other name approved by the Competent Authority and acceptable to the Registrar. The change of the name of the Company shall not prejudice its rights or obligations or any legal proceedings instituted by or against the Company. Any legal proceedings that have already been instituted by or against the Company shall also continue in the amended name of the Company.

Article (14) Drafting the Memorandum of Association (MOA) 1. The MOA of the Company and any amendment thereto shall be drafted in the Arabic language and attested by the Competent Authority; otherwise, the MOA or the amendment thereto shall be null and void. If the Memorandum is drafted in a foreign language in addition to Arabic, the Arabic version shall prevail and apply in the State. Attestation by the Competent Authority shall be conducted in person or by electronic signature, as determined by the Competent Authority in this regard. By way of exception, attestation shall be performed before the Notary Public in the cases determined by a decision issued by the Competent Authority. 2. The partners may rely on the nullity arising from failure to draft the MOA or an amendment thereto, or from the failure to attest them, as against one another. However, nullity may not be invoked by the partners against third parties. 3. Where a judgment declaring the nullity of the company is issued upon the request of a partner, such nullity shall take effect only from the date on which the judgment becomes final. 4. Partners in Limited Liability Companies or shareholders in Private Joint Stock Companies may include in the Memorandum of Association or Articles of Association the following: a. A provision permitting one or more partners or shareholders to oblige the remaining partners or shareholders to sell their stakes or shares to a third party upon the fulfillment of specific, pre-agreed conditions, or a provision granting a right enabling a partner or shareholder to join an existing sale transaction conducted by another party, under the same terms agreed upon with the purchaser. b. A provision regulating the mechanism for dealing with the stakes or shares of a deceased partner or shareholder, including granting the other partners or shareholders or the Company itself a pre-emptive right to purchase those stakes or shares at the price agreed upon with the deceased's heirs. In case of disagreement, the competent court shall appraise the value of the stake or share through one or more experts with technical and financial experience in the

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Federal Decree by Law of 2021 on Commercial Companies 12 subject matter of the stake or share.

Article (15) Registration of MOA with the Competent Authority 1. The Company's MOA and any amendment thereto shall become effective after being registered in the commercial register with the Competent Authority. 2. If the MOA is not registered as required by Clause [1] of this Article, it shall have no legal effect vis-à-vis third parties. If non-registration is limited to one or more of the items required to be registered, only the non-registered items shall have no effect vis-à-vis third parties. 3. The companies shall notify both the Competent Authority and the Registrar in writing within fifteen [15] business days upon the occurrence of any amendment or change in the registered details of the Company, including its name, address, share capital, number of shareholders or legal form. 4. The managers or directors of the Company, as the case may be, shall be held jointly liable for indemnifying the damage sustained by the Company or its partners or third parties due to failure to have the MOA or any amendments thereto registered in the commercial register with the Competent Authority.

Article (15) BIS Transfer of the Company’s Registration in the Trade Register and its Relocation 1. A company may, by a special resolution of the General Assembly or with the approval of the absolute majority of the partners, transfer its registration in the Trade Register from one Competent Authority to another, while retaining its legal personality in accordance with the provisions of this Decree by Law, provided that the following are observed: a. The commercial registration systems in both the Competent Authority from which the company's registration is transferred and the Competent Authority to which the registration is transferred permit such transfer.

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Federal Decree by Law of 2021 on Commercial Companies 13 b. There is no annotation recorded against the Company in the Trade Register that would prevent the transfer of registration. c. The approval of the Competent Authorities from which the registration is transferred and to which it is transferred. d. The approval of the Ministry or the Authority, as the case may be, with respect to joint stock companies. e. The publication of the decision to transfer the company's registration in the Trade Register by any means determined by the Competent Authority. 2. A company may transfer its registration from a free zone to the Competent Authority, or vice versa, and the provisions contained in Clause (1) of this Article shall be followed in this regard. Companies whose registration is transferred from a free zone to the Competent Authority shall comply with the controls prescribed by the Competent Authority, the Ministry, or the Authority, as the case may be, and shall regularize their status in accordance with the provisions of this Decree by Law and the resolutions and regulations issued in implementation thereof. 3. The Cabinet shall, upon the proposal of the Minister in coordination with the Competent Authority and the financial free zones authorities, issue the controls governing the relocation of the Company from a financial free zone into the State and vice versa.

Article (16) Invocation of MOA by Third Parties 1. Any third party may prove the existence of the MOA of the Company or any amendment thereto by all means of proof. Such third party may invoke the existence or invalidity of the Company vis-à-vis the partners. 2. If the Company is decided to be invalid upon the request of a third party, the Company shall be deemed void ab initio in relation to such third party. Persons who have contracted with such third party in the name of the Company shall be jointly and severally liable for the obligations arising from the MOA. 3. In all cases where a Company is decided to be invalid, the terms of the MOA shall apply to the liquidation of the Company and the settlement of the rights of the shareholders

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Federal Decree by Law of 2021 on Commercial Companies 14 against each other. The debtors of the Company may not request or invoke invalidity in order to avoid their debts to the Company.

Article (18) Rules of Contributing to the Company's Capital 1. If the partner's contribution is a title to property or any other right in-rem transferred to the Company, such partner shall be liable in accordance with the provisions applicable to contracts of sale with regard to title transfer, guarantee of the contribution in case of depreciation or maturity or in the event of an apparent defect or shortcoming in the contribution, unless agreed otherwise. 2. If the contribution is based merely on the utilization of funds, the provisions applicable to lease agreements shall apply to the issues set out in Clause 1 of this Article, unless agreed otherwise. 3. If a partner's contribution represents debts payable by third parties or other incorporeal rights, such partner's liability vis-à-vis the company shall only be relieved when such debts are settled. Moreover, the partner shall be liable to indemnify the damage sustained by the Company if such debts are not settled when they become due. 4. Subject to the provisions of the law regulating copyrights and ancillary rights and the law regulation the protection of industrial property rights, if the partner's contribution in the Company is his work, then every revenue generated from such work shall be the

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Federal Decree by Law of 2021 on Commercial Companies 15 property of the Company, provided that the partner has not obtained such revenue from the right to a patent, unless otherwise agreed.

Article (19) Failure to Provide Contribution to the Company 1. If the partner undertakes to contribute to the company a sum of money, and such sum is not paid, or if the contribution consists of debts of third parties that are not settled, such partner shall be liable vis-a-vis the Company for any obligations in consideration of his contribution to the Company. 2. The partner shall be liable to the Company for the difference, if any, between the amount of money or value of the contribution actually provided to the Company and the amount of money or value of such other contribution recorded in the partners register, and which the partner should have provided in accordance with the provisions of this Decree Law.

Article (21) Legal Personality of the Company 1. The Company shall, as of the date of registration in the commercial register with the Competent Authority, acquire the legal personality in accordance with the provisions of

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Federal Decree by Law of 2021 on Commercial Companies 16 this Decree Law and the resolutions issued in implementation hereof. 2. During the incorporation period, the Company shall have legal personality to the extent necessary for its incorporation. The Company shall be bound by the acts of the founders in connection with the incorporation procedures and requirements within such period, provided that such incorporation is completed in accordance with the provisions of this Decree Law. 3. Upon its dissolution, the Company shall undergo liquidation. During the liquidation period, the Company shall maintain its legal personality to the extent required for the liquidation process. The phrase "Under Liquidation" shall be added to the name of the Company in a clearly written manner. 4. Subsidiaries of a holding company shall have legal personality and financial liabilities independent of the holding company.

Article (25) Protection of Clients of the Company 1. The Company may not deny its liability vis-à-vis any client on the grounds that the authorized manager is not duly appointed in accordance with the provisions of this Decree Law or the AOA of the Company, as long as the acts of such manager fall within the usual limits in respect of persons of a similar position in companies that conduct the same type of activity as the Company. 2. Any client may only be protected if he is acting in good faith. A person shall not be deemed acting in good faith if he actually knows or could have known, based on his relationship with the Company, of the shortcomings in the act or thing to be invoked against the Company.

Article (26) Accounting Records 1. Every Company shall keep accounting records of its transactions to give a clear picture of its financial position at any specific point in time, and to enable the partners or shareholders to verify that the Company's accounts are being properly kept in accordance with the provisions of this Decree Law. 2. Every Company shall keep its accounting records at its headquarters for a period of at least five [5] years of the end of the fiscal year of the Company. 3. The Company may keep an electronic copy of the original documents and papers saved and maintained by the Company in accordance with the guidelines contained in a

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Federal Decree by Law of 2021 on Commercial Companies 18 resolution of the Minister.

Article (27) Accounts of the Company 1. Every joint stock company and limited liability company shall have one or more auditors to carry out an annual audit of its accounts. Other companies may appoint an auditor in accordance with the provisions of this Decree Law. 2. The Company shall prepare annual financial accounts, including a balance sheet and a profit and loss account. 3. The Company shall apply international accounting standards and principles upon preparing its periodic and annual accounts, to give a clear and accurate picture of the profits and losses of the Company. 4. Every partner or shareholder in any Company may, based upon a written request, obtain a free copy of the last audited accounts and of the last report of its auditor and a copy of the accounts of the group if it is a holding company. The Company shall respond to such request within 10 [ten] days of the date of submission.

Article (29) Distribution of Profits and Losses 1. If the Company's MOA does not define a partner's share in the profits or losses, the latter's share shall be proportional to his capital contribution. If the MOA only specifies a partner's share in profits, his share of losses shall be equal to his profit share and vice versa. 2. If a partner's contribution is limited to his work, the Company's MOA shall specify his share of profits or losses. If the partner has provide a cash or in-kind capital contribution in addition to his work, he shall have a share of the profits or losses for his work contribution and another share for his capital contribution. 3. If it is agreed under the Company's MOA that any of the partners is to be denied profits or be relieved of losses or that any of the partners gets a fixed return for his contribution, such MOA shall be null and void. 4. It may be agreed to relieve a partner, who contributes only his work, from sharing in the loss, provided that no remuneration has been decided for such work.

Article (30) Distribution of Profits 1. No fictitious profits may be distributed to the partners or shareholders. The board of directors or any similar body shall be liable vis-à-vis the partners or shareholders and the Company's creditors for any such arrangement. 2. If the Company distributes any profits in violation of the provisions of this Decree Law and the resolutions issued in implementation hereof, the partner or shareholder concerned shall pay back the profits received by him in violation of such provisions. Furthermore, the Company's creditors may request such partner or shareholder to return the profits received, even if he is acting in good faith. 3. Partners or shareholders shall not be denied actual profits picked up by them even if the Company incurs losses during the following years.

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Article (32) Public Offering of Securities 1. No company, other than the public joint stock company, may conduct a public offering of Securities. Under no circumstances may any company, entity, or natural or legal person incorporated or registered in the State, in a free zone, or outside the State, publish any advertisement in the State containing an invitation for a public offering of Securities prior to obtaining the approval of the Authority. 2. A private joint stock company may offer its securities for private subscription in one of the securities markets in the State, in accordance with the conditions and controls to be specified in a resolution issued by the Authority in coordination with the Ministry and the Competent Authority. 3. For the purposes of implementing the provision of Clause (2) of this Article, the offering of securities for private subscription means an invitation to any pre-determined class, or natural or legal person, to purchase any securities. Chapter Three Companies Registrar

Article (42) MOA of the General Partnership 1. The General Partnership's MOA shall, in particular, include the following details: a. The full name of each partner and his nationality, date of birth and place of residence; b. The name, address and trade name, if any, of the Company and the objects for which it was established; c. The headquarters of the Company and its branches, if any; d. The share capital of the Company, the shares of each partner, the estimated value of such shares, the means by which they are assessed and their due dates; e. The commencement date and expiry date of the Company's term, if any; f. The method by which the Company is to be managed and the names of the Company's authorized signatories and the extent of their powers; g. The start and expiry dates of the fiscal year; h. The profit and loss sharing ratios; i. The conditions for assignment of shares in the Company, if any. 2. If the MOA of the Company contains the name[s] of the manager[s], then the full name, nationality, place of residence and powers of each manager shall be stated.

Article (43) Incorporation Procedures The General Partnership shall be incorporated and registered as follows: 1. The Competent Authority shall determine the information and documents required for the incorporation of the Company, and shall create a standard application form for

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Federal Decree by Law of 2021 on Commercial Companies 24 incorporation in accordance with the provisions of this Decree Law. 2. The application for incorporation, together with the supporting documents required for licensing and registration purposes, shall be submitted to the Competent Authority. 3. The Competent Authority shall require the applicant to complete the information and documents required or to make such amendments to the MOA of the Company as necessary to ensure compliance with the provisions of this Decree Law and the resolutions issued in implementation hereof. 4. The Competent Authority shall issue a decision on the incorporation application of the Company not later than five [5] business days of the date on which the application is filed or on which the information and documents required are provided or the required amendments are made. Rejection of the application shall be reasoned. 5. If the Competent Authority rejects the application or if the time limit mentioned in Clause [4] of this Article expires without a decision being made on the application, the applicant shall have fifteen [15] business days to file a grievance with the Director General of the Competent Authority or other officer acting in lieu of him. If the grievance is dismissed or not decided on within fifteen [15] business days of the date of being filed, the applicant may appeal against the same before the competent court within thirty [30] business days of the date of being notified of the dismissal decision or of the expiry of the above-mentioned time limit, as the case may be. 6. If the application for company incorporation is approved, the Competent Authority shall record the Company in the commercial register and shall issue a business license for the company. 7. The Company shall, within five [5] business days of the issuance date of its business license, provide the Registrar with a copy of the business license and MOA of the Company in order to be published in accordance with the guidelines laid down by the Minister in this respect.

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Federal Decree by Law of 2021 on Commercial Companies 25

Article (45) Management of the General Partnership 1. The General Partnership shall be managed by all the partners. Every partner in a General Partnership shall act as an agent of both the Company and other partners in respect of the business of the Company, unless the management is delegated under the MOA of the Company or an independent contract to one or more partners or to a person who is not a partner. 2. Any partner, who is not a manager, may not be involved in the management affairs unless otherwise agreed. However, such partner may request access to the business activities of the Company and its books and records, and may give observations thereon to the manager of the Company. 3. Resolutions relating to the business of the Company shall be unanimously adopted by all the partners, unless the MOA of the Company provides otherwise.

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Federal Decree by Law of 2021 on Commercial Companies 26

Article (47) Removal of Manager 1. Where the manager is a partner appointed under the MOA of the Company, he may only be removed with the unanimous consent of the other partners or pursuant to a judgment by the competent court. 2. If the manager is a partner appointed under a contract that is independent of the company's MOA, or if he is not a partner, whether appointed under the MOA or under a separate contract, he may be removed by resolution of the majority of the partners or pursuant to a judgment by the competent court. 3. The removal of the manager in the two instances described in the above two Clauses shall not give rise to the dissolution of the Company, unless the MOA provides otherwise.

Article (49) Prohibited Acts of the Manager The manager shall not act beyond the scope of regular management duties except with the consent all the partners or by virtue of an explicit provision in the MOA. This prohibition shall apply to the following acts in particular: 1. Making donations other than routine minimal donations governed by commercial norms; 2. Sale of the company's property, unless such transaction falls within the company's objectives; 3. Mortgaging the company property or assets, even if the manager is authorized to sell the company's property under the Company's MOA; 4. Guaranteeing the liabilities of third parties; or 5. The sale, mortgage or lease of the Company's business premises.

Article (52) Liability of Co-Managers 1. Where there is more than one manager and each of whom is assigned particular responsibilities, each manager shall be liable vis-à-vis the partners only for those acts which fall within his areas of responsibility. Where there is more than one manager and it is stipulated that they perform the management affairs jointly, their resolutions shall only be valid if passed unanimously or by the majority specified in the MOA. However, the MOA may provide that each manager is authorized to individually handle the urgent matters whose postponement would entail a substantial loss for the Company or a loss of considerable profits. 2. Where there is more than one manager and each of whom is not assigned particular responsibilities under the MOA and they have no duty to act jointly, each of them may individually perform any management duties, and, in which case, the other managers shall have the right to object to any action before taken by him it is completed. In such case, the majority votes of the managers shall prevail and in the event of a tie; the matter shall be referred to the partners whose decision shall be final. 3. Co-managers shall exercise the degree of care expected from a prudent person in the course of performing their duties.

Article (55) The Withdrawing Partner 1. Unless the MOA of the Company stipulates otherwise, any partner may withdraw from a General Partnership under a written agreement with the other partners. In the absence of such agreement, the partner may file a case with the competent court to obtain a withdrawal judgment, provided that the other partners are served with a prior notice of not less than 60 days by registered mail before the proposed date of withdrawal. The Company shall be entitled to claim from the withdrawing partner pay any compensation, as applicable. 2. The withdrawing partner shall remain jointly liable with the other partners of the Company for the debts and obligations of the Company prior to his withdrawal, and shall be liable for the same to the extent of his own assets, together with the other partners. 3. Any partner withdrawing from the Company shall not be relieved of any obligations assumed the Company after his withdrawal, unless such withdrawal is recorded in the commercial register and announced in two daily local newspapers; one of which is published in Arabic, and 30 days have lapsed of the date of the completion of the latter action. 4. If the Company consists of two partners and one of them withdraws, the other partner may, within six [6] months of the date of recording the withdrawal in the commercial register, bring into the Company one or more new partners in place of the withdrawing

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Federal Decree by Law of 2021 on Commercial Companies 30 partner; otherwise, the Company shall be deemed dissolved ipso facto.

Article (58) Transactions of the Company upon Expiry of its Term or Fulfillment of its Objects 1. The rights and obligations of the partners in a General Partnership shall survive if the Company continues to operate upon the expiry of its term or the fulfillment of the objects for which it is established. 2. If a bona fide third party continues to deal with one or more General Partners after the Company's MOA has been amended or after a resolution is issued to dissolve it, on the assumption that the Company is a going concern, such partner[s] shall be held liable vis- à-vis third parties prior to the amendment of the Company's MOA or the resolution

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Federal Decree by Law of 2021 on Commercial Companies 31 approving its dissolution. Publication of a notice in at least two daily local newspapers, one of which is published in Arabic, shall be sufficient notice to persons who dealt with the General Partnership prior to the date of its dissolution or prior to the announcement of amendment of its MOA.

Article (61) Profits and Losses 1. The profits, losses and the partner's shares therein shall be determined at the end of the Company's fiscal year in light of the balance sheet and the profit and loss account. 2. Each partner shall be considered a creditor of the Company to the extent of his share in the profits once such share is determined. Any capital reduction as a result of losses shall

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Federal Decree by Law of 2021 on Commercial Companies 32 be replenished from the profits of the subsequent years, unless there is agreement to the contrary and. Other than that, any partner may not be required to replenish his contribution to the company's capital resulting from losses except with his own consent. Chapter Two Limited Partnership

Article (68) Rights of the Limited Partner 1. A Limited Partner shall have the same rights of a General Partner in relation to: a. Lending money to, and entering into transactions with, the Company, subject to the

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Federal Decree by Law of 2021 on Commercial Companies 34 consent of all General Partners; b. Getting access to and obtaining copies or extracts of the books and records of the Company at all times during the business hours of the Company; c. Obtaining full and accurate information about the Company's activities and a formal statement in respect thereof; d. A Limited Partner may perform any of the acts mentioned in Clause [1/A] of this Article either in person or through other partners or third parties, provided that no damage to the Company occurs as a result of the same. 2. For the purposes of this Article, a Limited Partner shall not be deemed involved in the management of a Limited Partnership upon conducting any internal control activities of the Company, and shall not be jointly liable for the liabilities of the Company vis-à-vis bona fide third parties.

Article (69) Management Activities 1. A Limited Partner may not get involved in the management activities related to third parties, but may demand a copy of the profit and loss account and the balance sheet, and may verify, either in person or by a proxy who is a partner or non-partner, their contents by way of reviewing the Company's books and records, provided that no damage to the Company occurs as a result of the same. 2. If a Limited Partner violates the prohibition provided for in Clause [1] above, he shall be liable to the extent of all his own property for the obligations arising from his acts. 3. A Limited Partner may be held liable to the extent of all his own property for all the obligations of the Company, if his management activities cause third parties to believe that he is a General Partner. In which case, the provisions concerning General Partners shall also apply to the Limited Partner. 4. If a Limited Partner conducts any prohibited management activities under an explicit or implicit authorization from the General Partners, such partners shall be held jointly liable for the obligations that may arise from such acts.

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Federal Decree by Law of 2021 on Commercial Companies 35

Article (72) Name of the Company 1. A limited liability company shall have a name derived from its objective or from the name of one or more of its partners, provided that the name of the company shall be followed by the expression "Limited Liability Company" or in short "LLC". In the case of One Person Company (OPC), the name of the company shall be followed by the expression "Limited Liability One Person Company (OPC)". The Cabinet may - based

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Federal Decree by Law of 2021 on Commercial Companies 36 upon the proposal of the Minister - issue a resolution on the procedures for incorporating and managing the "limited liability" One Person Company (OPC) in light of its nature. 2. If the manager[s] violate the provision of Clause [1] of this Article, they shall be held jointly liable in their private property for the obligations of the company, and, where applicable, for the damages.

Article (74) Partners Register of the Company 1. The Company shall keep at its headquarters a special register of partners, which shall include the following details: a. Full name, nationality, date of birth and place of residence of every partner, and, if the partner is a legal person, the address of its headquarters; b. Transactions affecting the equity stakes and the dates of such transactions. 2. The managers of the Company shall be responsible for both such register and the accuracy of its details. The partners and any stakeholder may review such register. 3. The Company shall furnish to both the Competent Authority and the Registrar, in January every year, with the details recorded in the Partners Register along with all changes in such details during the previous fiscal year.

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Federal Decree by Law of 2021 on Commercial Companies 37

Article (75) Increase of Partners 1. If, at any time after the incorporation of the Company, the number of partners increases above the limit set in Article [71] of this Decree Law, the manager or managers, as the case may be, shall notify the Competent Authority within thirty [30] days of the date of such increase. 2. Except for the transfer of title to the equity stake of a partner by way of inheritance or under a final court order, the Company shall adjust its status within [3] months of being notified, and the Competent Authority may extend such time limit for extra [3] months; otherwise the Company shall be deemed terminated. The partners shall be held jointly and severally liable to the extent of their own property for the debts and obligations of the Company as of the date of increase of partners. 3. The provisions of Clause [2] of this Article shall not apply to partners who are proven to have been unaware of such increase or who have opposed it.

Article (76) Capital of the Company 1. The Company shall have sufficient capital to achieve the object of its incorporation consisting of stakes of equal value. Upon the proposal of the Minister in coordination with the Competent Authorities, the Cabinet may issue a resolution specifying a minimum capital for the Company. 2. Capital contributions shall be cash and/or in kind and shall be fully paid at the time of incorporation. 3. Cash contributions shall be deposited with one of the banks operating in the State. The bank may disburse such contributions only to the managers of the Company upon providing evidence of the Company’s registration with the Competent Authority and within the limits specified in the appointment contract of such managers. 4. Notwithstanding the provision of Clause (1) of this Article, the partners' stakes may be classified into different classes in terms of value, voting rights, redemption of the stake, priority in profit distribution or liquidation, or other rights, privileges, or restrictions, as

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Federal Decree by Law of 2021 on Commercial Companies 38 determined by the Memorandum of Association, provided that the class of each stake, its rights, privileges, and any restrictions imposed thereon shall be recorded in the Trade Register. The Cabinet shall, upon the proposal of the Ministry, in coordination with the Competent Authority, determine the classes, the conditions of each class, and the rules and procedures regulating them.

Article (77) Indivisibility of Partner's Stake A partner's stake shall be indivisible. If such stake is held by several persons and none of whom has been appointed to act as their designated representative before the Company, the person whose name appears first in the MOA shall represent such partners. The Company may give the owners of the stake a time limit to make such choice, so that once the time limit has expired, it may sell the stake for the benefit of its owners. In which case, the partners shall have a preemption right to acquire such stake. If the preemption right is exercised by more than one partner, the available-for-sale stake shall be divided among them in proportion to their respective capital contributions, unless agreed otherwise.

Article (78) Valuation of In-kind Contributions 1. Partners in a Limited Liability Company may provide in-kind contributions in exchange for their stakes. 2. The in-kind contributions shall be valued at the expense of their contributors by one or more valuators; otherwise, the valuation shall be deemed null and void. 3. The Competent Authority may discuss and object to the valuation report and may appoint a substitute valuator, as required, at the expense of the contributor of the in- kind contribution. 4. Notwithstanding the provision of Clause (2) of this Article, the partners may agree on the value of the in-kind contributions. In this case, such valuation is conditional upon the approval of the Competent Authority, and its contributor shall be liable to third parties

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Federal Decree by Law of 2021 on Commercial Companies 39 for the accuracy of its valuation in the MOA. If it is established that the in-kind contributions were valued above their actual worth, their contributor shall be required to pay the difference in cash to the Company.

Article (80) Procedures for Assignment of Partner's Stake in the Company 1. If a partner wishes to assign his stake to a non-partner of the company, with or without compensation, such partner shall notify the other partners through the manager of the Company of the assignee or purchaser and the terms of the assignment or sale. The manager shall then notify the partners as soon as he receives the notice. 2. Each partner may request redemption of the stake mentioned in Clause [1] of this Article within thirty [30] days of the date on which the manager is notified of the agreed price. In case the price is a matter of disagreement, the stake price shall be assessed by one or more experts having technical and financial experience in the subject of the stake and nominated by the Competent Authority, based upon a request of the applicant for redemption and at the latter's expense. 3. If the right of redemption is exercised by more than one partner, the stake[s] offered for sale shall be divided among such partners in proportion to their respective capital contributions, subject to the provisions of Article [76] of this Decree Law.

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Federal Decree by Law of 2021 on Commercial Companies 40 4. If the time limit mentioned in Clause [2] of this Article expires without any partner exercising the right of redemption, the partner concerned shall be entitled to freely dispose of his stake.

Article (83) Managers of the Company 1. The management of a limited liability Company shall be entrusted to one or more managers as determined by the partners in the MOA. Such managers shall be selected from among the partners or from third parties. If managers are not appointed in the MOA of the Company or under a separate contract, the General Assembly of Partners shall appoint the managers. If there is more than one manager, the partners may appoint

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Federal Decree by Law of 2021 on Commercial Companies 41 a board of directors and vest in it such powers and functions as set out in the MOA. 2. Unless the appointment contract of the manager of the Company or its MOA or AOA restricts the powers conferred upon the manager, the latter shall have full powers to manage the Company, and his actions shall be binding upon the company, provided that the capacity in which he acts is explicitly stated.

Article (84) Liability of Company's Managers 1. Every manager of the Limited Liability Company shall be held liable vis-à-vis the Company, the partners and third parties for any fraudulent acts committed by such manager. He shall also be liable for any losses or expenses incurred by the company due to improper exercise of the powers or violation of the provisions of any law in force, the MOA of the Company or the appointment contract of the manager or for any gross error committed by the manager. Any provision in the MOA or the appointment contract of the manager in conflict with the provisions of this Clause shall be null and void. 2. Subject to the provisions on Limited Liability Companies set out in this Decree Law, the provisions that apply to the Directors of Joint Stock Companies as set forth in this Decree Law shall also apply to the managers of Limited Liability Companies.

Article (85) Vacancy of the Position of Manager 1. Unless otherwise provided in the Company’s MOA or in the appointment contract, the manager shall be dismissed by a resolution of the General Assembly, whether the manager is a partner or not. The court may also dismiss the manager at the request of one or more partners of the Company if the court finds a legitimate cause justifying the dismissal. 2. The manager may submit a written resignation to the General Assembly, provided that a copy thereof is notified to the Competent Authority. The General Assembly shall decide on the resignation within (30) thirty days from the date of submission; otherwise, the resignation shall be deemed effective after the expiry of this period, unless the MOA of

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Federal Decree by Law of 2021 on Commercial Companies 42 the Company or their appointment contract provides otherwise. 3. The Company shall notify the Competent Authority of the expiration of the manager's term within a maximum period of (30) thirty days from the date of expiration of the appointment contract, if it is not renewed, and shall appoint a replacement during that period. 4. If the term of office of the Board of Managers of the Company expires and the Board of Managers is not reconstituted, it shall continue to manage the Company’s affairs for a period not exceeding (6) six months from the date of expiration of the said term. Upon expiration of the (6) six-month period, the General Assembly shall form the Board of Managers. Otherwise, the Competent Authority may, in coordination with the authorities concerned with the activity, if any, after the expiration of that period, appoint a manager or a Board of Managers from among the partners or from others, for a period not exceeding one year, during which a General Assembly shall be convened to elect the members of the Board of Managers.

Article (93) Service of Notice of General Assembly Meeting 1. With exception of the General Assembly Meeting being postponed due to the lack of quorum in accordance with the provisions of Article [96] of this Decree Law, a call for the General Assembly meeting shall be served according to the controls and terms to be issued under a relevant resolution of the Minister, subject to the following: a. The notice of General Assembly Meeting shall be sent at least twenty-one [21] days prior to the scheduled date of meeting. b. The notice of General Assembly Meeting shall be sent in accordance with the notification method to be issued under a relevant resolution of the Minister. c. The partners shall be notified by registered letters or through modern means of technology described in the company's MOA. d. The Competent Authority shall be served, before the notification, with a copy of the notice of General Assembly Meeting.

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Federal Decree by Law of 2021 on Commercial Companies 45 2. The notice of meeting shall include the agenda, venue, date and time of the first meeting and the second meeting [in the event of lack of quorum for the first meeting], details of the persons entitled to attend the General Assembly Meeting and the permissibility of delegating whoever they select from among the partners [other than the managing partners] or from third parties under a special written power of attorney and their eligibility to discuss the matters listed in the General Assembly's agenda, and to pose questions to the manager or the board of directors, the auditor, the quorum required for each of the meetings of the General Assembly and the resolutions issued thereat. 3. It shall be permissible for meetings of the General Assembly to be held and for the partner to participate in its deliberations and vote on its resolutions through modern means of technology for telepresence according to the controls set forth by the Minister in this regard.

Article (94) Competences of Annual General Assembly The General Assembly of a Limited Liability Company shall, at its annual meeting, consider and decide on the following issues: 1. The managers' report on the activities and financial position of the Company during the previous fiscal year, the auditor's report, and the supervisory board's report; 2. The balance sheet and profit and loss account and their approval; 3. The dividends to be distributed to the partners; 4. The appointment and remuneration of managers; 5. The appointment of directors [if any;[ 6. The appointment of members of the supervisory board [if any]; 7. The appointment of members of the Internal Sharia Supervisory Committee and the Sharia Controller if the Company conducts its business in compliance with the rules of Islamic Sharia; 8. The appointment and remuneration of an auditor[s]; and 9. Any other matters falling within the competence of the General Assembly under the provisions of this Decree Law or the MOA of the Company.

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Federal Decree by Law of 2021 on Commercial Companies 46

Article (96) Quorum for General Assembly Meeting and Voting on its Resolutions 1. Unless the company's MOA determines a higher percentage, the quorum for a valid meeting of the General Assembly shall be the attendance of partners who hold at least [50%] of the shares of the company's capital, subject to the provision of Article [95] of this Decree Law. 2. If the quorum described in Clause [1] of this Article is not reached at the first meeting, the General Assembly shall be called for a second meeting to be held within at least five [5] days or a maximum of fifteen [15] days of the date of the first meeting. The second meeting shall be deemed valid regardless of the number of attendees. 3. Subject to the provisions of this Decree Law, the resolutions of the General Assembly shall only be valid if issued by a majority of the shares represented at the meeting, unless the MOA stipulates a greater majority.

Article (101) MOA Amendment, Capital Increase or Reduction 1. Notwithstanding the provision of Article [85] of this Decree Law, the company's MOA may not be amended and its capital may not be increased or reduced unless approved by a number of partners holding at least three quarters of the shares represented at the meeting of the General Assembly. The ratio of increase or reduction shall be according to the equity stakes of the company's partners. In all cases, the financial obligations of the partners may only be increased based on their unanimous consent.

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Federal Decree by Law of 2021 on Commercial Companies 48 2. If the increase in the company's capital is necessary to save the company from liquidation or to settle debts owed thereby to a third party, based on a report of the company's chief financial officer or his delegate, and the company does not have sufficient liquidity to settle such debts or to achieve the ratio stipulated in Clause [1] of this Article, any partner may recourse to the courts seeking a summary judgement to increase the capital as necessary to save the company or settle the debts. In the event that any partner fails to settle the obligations resulting from the increase, any other partner may settle the same on his behalf. In such a case, a number of shares of the company equal to the amount paid for both himself and the defaulting partner shall be granted to the paying partner.

Article (104) Applicability of the Provisions of Joint Stock Companies 1. Unless otherwise provided for in this Decree Law, the provisions concerning joint stock companies shall also apply to the limited liability company, and which are consistent

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Federal Decree by Law of 2021 on Commercial Companies 49 with its nature. The Competent Authority shall replace the SCA wherever mentioned. 2. The Cabinet shall issue, based upon a proposal of the Minister, a resolution containing the provisions to be applied to limited liability companies in cases where the provisions of the joint stock company are not compatible with the nature of the limited liability company, without violating or conflicting with the provisions of this Decree Law. Such resolution shall determine the meaning of the related parties and the deals with regard to limited liability companies. Part Four Public Joint Stock Companies Chapter One Definition and Incorporation of the Public Joint Company and its

Article (109) Founders 1. The founder is every person who signs the MOA of the Company and holds a ratio of its share capital in cash or provides in-kind contributions at the time of incorporation, subject to the provisions of this Decree Law. 2. The founder shall be liable for any damage suffered by the Company or third parties due to any breach of the incorporation rules and procedures. The founders shall be jointly liable for their obligations. Any person delegated by any other person for the incorporation of the company shall be held personally liable if he fails to state the name of the principal or if the instrument of delegation is proven to be invalid.

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Federal Decree by Law of 2021 on Commercial Companies 51

Article (110) MOA and AOA of the Company 1. The founders shall draft the MOA and AOA of the Company, which shall include the following particulars: a. The name and headquarters of the Company; b. The object for which the Company is incorporated; c. The full name, nationality, date of birth, place of residence and address of each shareholder; d. The amount of capital and the number of the capital shares, the nominal value per share and the paid-up amount of the value of each share; e. An undertaking by the founders to procure the completion of the incorporation procedures; f. An estimate of the amount of expenses, charges and costs expected for the incorporation process, and which are required to be paid by the Company due to its incorporation. g. Details of the in-kind contributions, the name of the contributor[s], the initial value of such contribution[s], the terms of such contributions and the rights of pledge and lien attached to such contributions, if any. 2. The MOA and AOA of the Company shall be compliant with both this Decree Law and its implementing resolutions thereof, and shall include the provisions, competencies and powers of the board of directors and the General Assembly of the Company. The SCA shall issue standard MOA and AOA forms which the companies shall adopt.

Article (112) Founders Committee 1. The founders shall choose from among themselves a committee to be called the "Founders Committee", consisting of at least three members. The Founders Committee shall manage the procedures of incorporating the company and shall be responsible for the accuracy, validity and completeness of all the documents, studies and reports provided to the relevant entities. 2. It shall be permissible for the Founders Committee to delegate one of its members or a third party to pursue and complete the incorporation procedures with the SCA and the Competent Authority according to the controls established by the SCA in this respect. 3. The Founders Committee shall appoint a financial consultant, a legal consultant and an auditor for managing the underwriting process.

Article (114) Incorporation Procedures before the SCA 1. The SCA shall review the MOA and AOA of the company, the economic feasibility of the venture to be established by the company and the proposed schedule for its implementation, the Prospectus and any approvals by the competent authorities in relation to the application in accordance with the applicable requirements of the SCA.

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Federal Decree by Law of 2021 on Commercial Companies 53 2. The SCA shall consider the incorporation application and shall notify the Founders Committee of its observations on the incorporation application and its supporting documents within 10 [ten] business days of the date of filing a complete application or of the date on which the valuator appointed by the SCA presents his final report on the valuation of the in-kind contributions, if any. The Founders Committee shall complete any deficiencies or make such amendments as the SCA may deem necessary to complete the incorporation application, within fifteen [15] business days of the notification date, failing which, the SCA may consider the same as waiver of the incorporation application. 3. The SCA shall send a copy of the application and its supporting documents to the Competent Authority within 10 [ten] business days of the date of filing a complete application, in order to be considered. A Joint Committee comprising members from both the SCA and the Competent Authority and formed under an administrative resolution issued by the SCA, shall convene within 10 [ten] business days of the date of sending the application to the Competent Authority. If the Competent Authority has any observations, the SCA shall notify the Founders Committee of the same, and the latter shall have 10 [ten] business days to complete any deficiencies or to make such amendments as the Competent Authority may require for completing the incorporation application, within ten [10] business days of the date of notification of the Founders Committee. Failing which, the SCA may consider the same as waiver of the incorporation application. After verifying that all the documents are complete and that all observations have been rectified, the SCA shall send an amended copy to the Competent Authority. 4. If the Joint Commission rejects the incorporation application or if the time limit referred to in Clause [3] of this Article expires without a decision, the Founders Committee may appeal against the rejection decision before the competent Federal Court within thirty [30] days of the date on which it is notified of the rejection decision, or of the date on which such time limit expires in the absence of a decision approving the incorporation of the company.

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Federal Decree by Law of 2021 on Commercial Companies 54

Article (118) Valuation of In-kind Contributions 1. Founders of the Company may provide in-kind contributions in consideration of their shares in the Company, and the valuation thereof shall be at the expense of their contributors. 2. The Authority shall determine the standards and requirements for the valuation of in-

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Federal Decree by Law of 2021 on Commercial Companies 55 kind contributions and approve the valuators. 3. The valuator may review any information or documents they deem necessary to enable them to carry out the required valuation and to prepare the valuation report efficiently. The Founders' Committee or the Board of Directors, as the case may be, shall take the necessary actions to provide the valuator with the information, papers, and documents required as soon as possible from the date of such request. 4. The Founders' Committee and the Board of Directors, if any, shall both be fully liable for the accuracy, adequacy, and completeness of the data and information. The valuator shall exercise due diligence in the performance of their duties. 5. The Authority may discuss and object to the valuation report. It may also appoint a substitute valuator, if required, at the expense of the company under incorporation or the Company, as the case may be. 6. The in-kind share(s) contributed by a public person may constitute a privilege or a right to use certain public funds.

Article (120) Overvaluation of In-kind Contributions 1. If the SCA is convinced that there is any overvaluation or negligence in the valuation of in-kind contributions by the valuator, the SCA may: a. Prevent the valuator from carrying out valuation activities for the SCA for a period of at least two years. b. Permanently prevent the valuator from carrying out valuation activities for the SCA in case of repeated violation. 2. The valuator may file a grievance against the SCA's decision with the chairman of the SCA within fifteen [15] business days of receiving notice of either of the two decisions

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Federal Decree by Law of 2021 on Commercial Companies 56 mentioned in Clause [1] of this Article. If the chairman of the SCA dismisses the grievance or fails to make a decision thereon within fifteen [15] business days after being filed, the valuator may appeal the same before the competent court within thirty [30] business days of the date on which the grievance is dismissed or of the expiry date of the time limit set for issuing a decision on the grievance, as the case may be.

Article (121) Invitation to Public Offering 1. The prospectus shall be signed by the Founders Committee and the board of directors, if applicable, and they shall be responsible for the validity of the data and information set out in the prospectus. The consultants and parties involved in the public offering process and their representatives shall exercise due diligence as expected from a prudent person and each of them shall be responsible for fulfilling his duties. 2. Invitation to public offering shall be made by a prospectus to be published in two daily local newspapers; one of which to be issued in Arabic, at least five business days prior to the start date of the offering. 3. Subscription for the shares shall be made in accordance with an application the details of which to be determined by the SCA. The application shall include, in particular, the name, objects and capital of the company, the conditions of subscription, the subscriber's name, address in the State, profession and nationality, the number of the shares subscribed for by the subscriber, and the latter's undertaking to accept the provisions of the MOA and AOA of the company.

Article (122) Entities Authorized to Receive Subscription Applications 1. Subscription applications shall be submitted to a duly licensed entity/ entities in the State, as specified by the Founders Committee in the Prospectus. Subscription applications may also be submitted electronically as determined by the SCA in this respect. 2. The entity / entities receiving the subscription applications shall keep the money paid by

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Federal Decree by Law of 2021 on Commercial Companies 57 the subscribers and the subscription proceeds for the benefit of the under-incorporation Company. Such money shall only be paid to the board of directors of the Company after the SCA issues a certificate of incorporation of the Company and the latter is registered in the commercial register maintained by the Competent Authority.

Article (124) Subscription Controls and Procedures 1. Subscription shall remain open throughout the duration described in the Prospectus, which may not exceed thirty [30] business days. 2. If all shares offered for subscription are not fully underwritten within the specified duration, the Founders Committee may apply to the SCA for approval to extend the period of subscription for an additional period not exceeding the duration specified in the Prospectus. 3. If the additional period expires without all shares offered for public subscription are underwritten, the founders may underwrite the remaining shares subject to the requirements of the SCA in this regard.

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Federal Decree by Law of 2021 on Commercial Companies 58

Article (128) Announcement of Non-Incorporation of the Company If the Company is not incorporated, the SCA shall announce such situation to the public. Such announcement shall entail the following:

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Federal Decree by Law of 2021 on Commercial Companies 59 1. Subscribers shall be entitled to recover the amounts paid by them within 10 [ten] Business days of the date of the announcement, together with their interests. The founders shall be jointly liable for the refund of such amounts and, if applicable, compensation. 2. The founders shall bear the expenses incurred in the course of incorporating the Company and shall be jointly liable vis-à-vis third parties for their own acts and conduct during the incorporation period.

Article (131) Constituent General Assembly 1. The Prospectus of offering the Company's shares at a Public Offering shall include a call to the shareholders to hold a Constituent General Assembly of the Company, the financial market's approval on the listing of the Company's shares and the date of commencement of trading on the Company's shares in the financial market. 2. Unless the AOA of the Company stipulates a higher percentage, the quorum of the

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Federal Decree by Law of 2021 on Commercial Companies 60 Constituent General Assembly shall require the attendance of shareholders holding in person or by proxy at least [50%] of the capital of the Company. If the quorum is not reached, the meeting shall be postponed for a period between five [5] days and fifteen [15] days of the date of the first meeting. The postponed meeting shall be valid irrespective of the number of shareholders present. 3. The meeting shall be chaired by whoever is elected by the Constituent General Assembly for such purpose from among the founders. 4. Resolutions of the Constituent General Assembly shall be passed by a majority of shareholders holding at least three quarters of the shares represented at the meeting.

Article (132) Competences of the Constituent General Assembly The Constituent General Assembly shall, in particular, consider and decide on the following issues: 1. The founders' report on the procedures and costs of incorporating the Company. 2. Company-related actions of the founders during the incorporation period. 3. Approving the incorporation of the Company. 4. Appointing the first board of directors if not already appointed by the founders. 5. Appointing the auditors if not already appointed by the founders. 6. Appointing the members of Internal Sharia Supervisory Committee and the Sharia Controller if the Company is carrying on its business in compliance with the rules of Islamic Sharia, if not already appointed by the founders.

Article (133) Application for Incorporation Certificate The board of directors of the Company shall, within 10 [ten] business days of the meeting date of the Constituent General Assembly, submit an application to the SCA to have a certificate of incorporation issued for the company. The application shall be accompanied by the following items: 1. A report by the entity that audited the subscription accounts.

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Federal Decree by Law of 2021 on Commercial Companies 61 2. A declaration by the Founders Committee confirming that the capital has been fully subscribed, and indicating the amounts paid by the subscribers from the value of the shares, the names and nationalities of the subscribers and the number of shares subscribed for by each subscriber. 3. A bank certificate confirming that the paid-up capital of the Company has been deposited. 4. A statement showing the names of the Directors of the Company and a declaration by them confirming that their membership does not conflict with the provisions of this Decree Law and the resolutions issued in implementation hereof. 5. A statement showing the names of members of the Internal Sharia Supervisory Committee and the Sharia Controller, if the Company is conducting its business in compliance with the rules of Islamic Sharia. 6. Minutes of meeting of the Constituent General Assembly. 7. Any other documents required by the SCA.

Article (143) Formation of the Board of Directors 1. The management of the Company shall be undertaken by a board of directors. The AOA of the Company shall regulate the formation of the board of directors, the number of directors and their term of office, provided that their number is odd not less than 3 and not exceeding 11, and their term of office may not exceed 3 calendar years starting from the date of election or appointment. Directors may be re-elected for consecutive terms. 2. The board of directors shall elect, from among its members, by secret ballot a chairman and a deputy chairman who shall act on behalf of the chairman if the latter is absent or has any situation impeding the performance of his duties. A Managing Director may be elected for the Company. The Managing Director may not be the CEO or Director General of any other Company. 3. The board of directors shall notify the SCA of the resolutions electing the chairman, the deputy chairman and the managing Director. The Central Bank's approval of such resolutions shall be obtained if the Company is licensed by the Central Bank. 4. The Company shall appoint a secretary for the board of directors. The secretary shall not be a Director. 5. The board of directors of the SCA shall issue a resolution setting out the conditions and guidelines which the companies are required to abide by for appointing the board of directors and nominating the Directors. The Central Bank shall issue an appropriate decision in this respect if the Company is licensed thereby.

Article (144) Electing the Directors 1. Subject to the provisions of Article [143] of this Decree Law, the General Assembly shall elect the directors by way of cumulative secret voting. Notwithstanding this, it shall be permissible for the founders to appoint the members of the first board of directors under

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Federal Decree by Law of 2021 on Commercial Companies 65 the company's AOA. 2. Cumulative voting shall mean that each shareholder is entitled to a number of votes equivalent to the number of the shares held by him, so that he may either cast all votes in favor of one candidate for the membership of the board or distribute the votes among the nominated candidates, provided that the number of votes granted to the candidates does not exceed the number of votes to which the shareholder is entitled. 3. Subject to the provisions of this Decree Law and the company's AOA, directors may be persons with expertise other than the shareholders. 4. Every company shall keep a register of the members and the secretary of the board of directors at its headquarters. The SCA shall determine the details to be included in such register. 5. The register of members and secretary of the board of directors of the company referred to in Clause [3] of this Article shall be made available for review by any shareholder or director of the company, free of charge during the working hours, subject to any reasonable restrictions as may be imposed by the company under the AOA.

Article (145) Vacant Position of Director 1. If the position of any Director becomes vacant, the board of directors shall, subject to the provisions of Article [143] of this Decree Law, appoint a new Director to fill in the vacancy within thirty [30] days, provided that such appointment is referred to the General Assembly at its first meeting for approval of the appointment or the appointment of a substitute Director. The new Director shall complete the term of office of his predecessor. If no new director is appointed to fill in the vacant position within such time limit, the board shall invite candidates to fill in the vacant position at the first General Assembly meeting, and the new director shall complete the term of office of his predecessor. 2. If the number of vacancies reaches one fourth of the number of Directors, the remaining Directors shall call the General Assembly to convene within thirty [30] days of the date of the last vacancy, in order to elect new Directors to fill in such vacancies.

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Article (149) Membership of the Boards of Directors of Several Joint Stock Companies 1. No person, in his personal capacity or in his capacity as the representative of a legal person, may serve as a Director of more than five joint stock companies headquartered in the State, or a chairman or deputy chairman of more than two companies

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Federal Decree by Law of 2021 on Commercial Companies 67 headquartered in the State, nor be a Managing Director of more than one Company headquartered in the State. 2. The position of any Director who violates the provisions of Clause [1] of this Article shall be null and void in respect of the boards of directors of companies exceeding the legal limit, taking into consideration the recent appointment. A Director whose position is invalidated shall pay back all amounts received from the Company.

Article (150) Director's Duty to Disclose Conflict of Interest 1. Every Director of the Company, who may have a common interest or a conflicting interest in respect of any transaction that is submitted to the board of directors for approval, shall notify the board of directors of such interest and his declaration shall be recorded in the minutes of the meeting. Such Director may not vote on any resolution concerning such transaction. 2. If a Director fails to notify the board in accordance with the provisions of Clause [1] of this Article, the Company or any of its shareholders may apply to the competent court to invalidate the contract of the underlying transaction or to require the violating Director to pay back to the Company any profit or benefit earned as a result of such contract.

Article (152) Prohibited Acts of Related Parties 1. Related parties shall be prohibited from taking advantage of any information that comes to their possession by virtue of their membership or position in the company for the sake of achieving any personal interest for themselves or for third parties, as a result of dealing in the securities of the company and any other transactions. In addition, it shall not be permitted for any of these parties to knowingly have any direct or indirect interest with any entity that carries out transactions intended to influence the rates of the securities issued by the company. 2. The company may not enter into any deals with a related party for a value not exceeding [5%] of its capital without the prior consent of the board of directors. In addition, approval of the company's General Assembly shall be deemed a prerequisite for any value in excess of such percentage after the deals have been valuated in accordance with the controls and conditions laid down a resolution of the SCA. 3. It shall not be permitted for a director – without the consent of the General Assembly of the company [to be renewed every year] – to participate in any business which is in competition with the company, or to trade for their own benefit or for the benefit of third parties in any branch of the activity conducted by the company. In addition, it shall not be permitted for a board member to disclose any information or data related to the company, otherwise the company may demand compensation or the resulting profits the member has earned as a result. 4. Prior to entering into any deal with the company, the related party is required to disclose to the board of directors the nature and terms of the deal and all essential information concerning their stake or contribution to the two companies involved in the deal, and the extent of their relevant interest or benefit. 5. When the Company enters into deals with the related parties, the Chairman of the board of directors of the company shall furnish to the SCA a statement containing the information about the related party, details of the deal, and the nature and extent of the related party's potential benefit from the deal, in addition to any further data, information or documents requested by the SCA, along with a written confirmation by

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Federal Decree by Law of 2021 on Commercial Companies 69 the related party acknowledging that the terms of the deal are fair, reasonable and in favor of the company's shareholders. 6. The related parties, transactions associated with the interest conflict, duties of the party relevant to the company, as well as the deals, shall be defined according to the resolutions and regulations to be issued by the SCA.

Article (153) Prohibition of Loans to Directors 1. Except for the financial institutions that are subject to the control and supervision of the Central Bank, it shall not be permitted for a joint stock company to provide any loans to any of its directors, nor to enter into guarantees or provide any collaterals in connection with any loans granted to them. Any loan granted to the director's spouse, children or relatives up to the second degree shall be deemed a loan granted in accordance with the provisions of this Decree Law. 2. No loan may be granted to a company in case any of its directors or his spouse, children or relative up to the second degree holds over 20% of its capital. 3. Any agreement that conflicts with the provisions of this Article shall be null and void. The auditor shall refer, in their report submitted to the General Assembly of the company, to such loans and credits granted to the directors and the extent to which the company complies with the provisions of this Article.

Article (154) Powers of the Board of Directors The board of directors shall have all the powers specified in the AOA of the Company except those powers exclusively conferred upon the General Assembly under this Decree Law or the AOA of the Company. However, the board of directors may not enter into loan agreements for terms exceeding three years, sell the Company's property or business premises, mortgage the movable and immovable property of the Company, discharge debtors of the Company from their obligations, enter into amicable conciliation or agree on arbitration, unless such acts are authorized under the AOA of the Company or fall within the

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Federal Decree by Law of 2021 on Commercial Companies 70 objects of the Company by nature. Other than those two cases, such acts shall require a Special Resolution of the General Assembly.

Article (156) Board Meetings 1. The board of directors shall meet at least four [4] times a year at a call by the chairman, unless the AOA of the Company provides for more meetings, in accordance with the procedures specified in the AOA. However, the chairman shall call the board of directors to upon the request of at least two directors, unless the AOA of the Company provides otherwise. 2. Meetings of the board of directors shall be held at the headquarters of the Company, unless the board resolves otherwise. Board meetings shall be valid only if all the Directors are called to the meeting and the majority of the Directors are present in person, unless the AOA of the Company permits attendance through means of modern technology approved by the SCA.

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Article (162) Liability of Board of Directors and Executive Management 1. The directors and executive management officer shall be liable vis-à-vis the company, shareholders and third parties for all acts of fraud, abuse of power and violation of the provisions of this Decree Law and the AOA of the company. Every condition to the contrary shall be null and void. The executive management shall be represented by the Director General, Managing Director or CEO of the company, their deputies, everyone in senior executive positions, executive management officers and those employees appointed personally by the board of directors. 2. The scope of liability provided for in Clause [1] of this Article shall apply to all directors if the error in question arises from a resolution passed unanimously by them. However, if the resolution in question is passed by majority, the members who oppose this resolution shall not be held liable, provided they express their opposition in writing in the minutes of the meeting. If a member fails to attend the meeting at which the resolution is passed, they shall not be relieved of the liability unless it is proven that the absent member either is not aware of the resolution or is aware of it but unable to object thereto. The liability cited in Clause [1] of this Article shall fall upon the executive management if the error in question arises from a resolution passed by it. 3. Without prejudice to any penalty stipulated in this Decree Law or any other law, any chairman or a director of the company or of its executive management shall be deemed dismissed from their position by force of law if a final judgement is issued establishing that they have committed any act of fraud or abuse of power or if they have entered into

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Federal Decree by Law of 2021 on Commercial Companies 73 transactions or deals involving conflict of interest and in violation of the provisions of this Decree Law or its implementing resolutions. Such a person shall not be accepted to run as a candidate for membership of a board of directors of any joint stock company in the State, nor to undertake any executive management duties for the company until at least three years have passed of the date of their dismissal. The provisions of Article [145] of this Decree Law on occupying the new membership position in the company's board of directors shall apply. If all members of the company's board of directors are dismissed, the SCA shall convoke the General Assembly to elect a new board of directors.

Article (164) Acts Detrimental to the Company's Interests 1. If one or more shareholders holding at least [5%] of the shares of the Company are convinced that the affairs of the Company are being or have been conducted to the detriment of the interests of all or any of the shareholders, or that the Company intends to make an act or omission that may prejudice any shareholder[s], such shareholder[s] shall have the right to submit an application to the SCA, together with supporting documents, to issue appropriate decisions at its own discretion. 2. If the SCA rejects the application or the if application is not decided on within thirty [30] business days, the shareholder[s] shall be entitled to resort to the competent court within ten [10] days of the date on which the application is rejected or when the time limit expires, as the case may be. 3. The SCA may resort to the competent court if it is convinced that the affairs of the Company are being or have been conducted to the detriment of the interests of all or any of the shareholders, or that the Company intends to make an act or omission that may

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Federal Decree by Law of 2021 on Commercial Companies 74 prejudice the shareholders. 4. The competent court shall hear the case filed by the shareholder or the SCA as a matter of urgency in the two instances described in Clauses [2] and [3] of this Article. The court may appoint one or more experts to provide a report on one or more aspects of management. The court may issue a judgment invalidating the act or omission in question or requiring the Company to resume any act which the Company has ceased to perform.

Article (166) Shareholder's Lawsuits 1. Any shareholder may file with the competent court a lawsuit against the company and its board of directors and executive management, if any damage is inflicted upon the shareholder as the result of an act by the company or its board or executive management in violation of the provisions of this Decree Law. 2. The shareholder shall have the right to recover from the company all the legal expenses actually incurred as judicial and attorney fees for the lawsuit, in the event that a final and conclusive judgement is issued on the lawsuit, whether the judgement issued by the competent court is in favor of or against the shareholder [Plaintiff], subject to the following requirements: a. Submission of the documents supporting such legal expenses. b. The lawsuit of the shareholder [the plaintiff] is not based on malicious grounds aimed at inflicting harm upon, defaming or blackmailing the defendant or the company and its shareholders, or affecting the share price in the financial market.

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Article (167) Lawsuit against the Related Party 1. Any single shareholder, or all shareholders acting collectively, may file a lawsuit with the competent court under their name and on behalf of the company against any related party of the company for the damage incurred by the company as a result of the related party's breach of duties vis-à-vis the company according to this Decree Law or any other law. For this purpose, the following requirements shall be satisfied: a. That the damage or violation to duty has been caused to the company; b. That the plaintiff is a shareholder of the company at the time when the acts involved in the lawsuit have been committed, or has acquired such capacity as a result of the transfer the interest or shares of such a person from a person who has had such capacity at that time. c. That the plaintiff or plaintiffs collectively have shares which represent at least 10% of the company's capital. d. That the plaintiff has earlier submitted to the board of directors of the company a written application for filing the lawsuit and stating its grounds, but such application has either been rejected or not responded to by the board within thirty [30] days. e. That the lawsuit documents include a copy of the application referred to in the previous paragraph of this Article, and details of all other efforts made to urge the company to file the complaint by itself. 2. Subject to the provisions of Clause [1] of this Article, the plaintiff or plaintiffs may not enter into amicable conciliation or settlement with the defendant in such case without the approval of the court following the full disclosure of the details of the proposed conciliation or settlement. 3. If a judgement is issued in favor of the plaintiff or plaintiffs according to the provisions of this Article, the ownership of amounts ordered by the court to be refunded and the compensation for damage shall be conferred upon the company, with the exception of the legal expenses and attorney fees which shall be paid back to the plaintiff or plaintiffs who had actually paid them. The competent court shall approve the value of such legal expenses if it is convinced that the lawsuit is based on malicious grounds with the aim of

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Federal Decree by Law of 2021 on Commercial Companies 76 inflicting damage upon the defendant, the company and its shareholders, or of defaming or affecting the price of the share in the financial market.

Article (171) Remuneration of Directors 1. The AOA shall determine the way in which the remuneration of Directors is to be calculated, provided that it does not exceed [10 %] of the net profit for the fiscal year then ended, after the deduction of depreciation and reserves. 2. Notwithstanding clause [1] of this Article, and subject to the controls to be issued by the SCA in this regard, any director may be paid a lump sum remuneration not exceeding [AED 200,000] two hundred thousand dirhams at the end of the fiscal year, provided that the Company's AOA so permits and that the General Assembly has approved the payment of such remuneration in the following cases: a. If the company fails to make any profit; b. If the company makes a profit and the director's share of those profits is less than [AED 200,000] two hundred thousand dirhams, in which case, the remuneration and fees may not both be paid to a single director. 3. The fines imposed on the Company due to violations by the board of directors of the Law or the AOA of the Company during the fiscal year ended shall be deducted from the remunerations of the board of directors. The General Assembly may decide to not deduct such fines if it is convinced that they are not due to any negligence or error on the part of the board of directors.

Article (172) Invalidity of Resolutions 1. Without prejudice to the rights of bona fide third parties, any resolution issued in violation of the provisions of this Decree Law or the MOA or AOA of the Company or for or against a certain class of shareholders or to bring a special benefit to the Related Parties or Third Parties without consideration of the interests of the Company shall be invalid. 2. The judgment establishing such invalidity shall render the resolution void ab initio in respect of all the shareholders. 3. The board of directors shall publish the judgment in two daily local newspapers; at least

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Federal Decree by Law of 2021 on Commercial Companies 78 one of which is published in Arabic. 4. The invalidity lawsuit shall be time barred after the passage of sixty [60] days of the issuance date of the contested resolution. Filing the lawsuit shall not give rise to stay of execution of the resolution in question, unless the competent court orders otherwise. Chapter Three General Assemblies of Public Joint Stock Company

Article (174) Notice of General Assembly Meeting 1. Except for the meeting of the General Assembly being postponed due to the lack of quorum, in accordance with the provisions of Article [185] of this Decree Law, the call to General Assembly Meeting shall be served based upon the approval of the SCA to all shareholders according to the controls and conditions to be included in a resolution of the SCA, subject to the following: a. The notice of General Assembly Meeting shall be sent at least twenty-one [21] days prior to the scheduled date of meeting. b. The notice of meeting shall be sent in accordance with the notification method issued by a resolution of the SCA.

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Federal Decree by Law of 2021 on Commercial Companies 79 c. The shareholders shall be notified by registered letter or through the modern means of technology as stipulated in the AOA of the company. d. The company shall serve upon both the SCA and the Competent Authority a copy of the notice of meeting on the date of the notification of the call for meeting. 2. The notice of meeting shall include the agenda, venue, date and time of the first meeting and the second meeting [in the event of the lack of quorum for the first meeting]. In addition, it shall also indicate the persons eligible to attend the General Assembly and their right to delegate whoever they select from outside the directors under a special written power of attorney as determined by the SCA in this regard, the shareholder's eligibility to discuss the matters listed in the General Assembly's agenda, and to pose questions to the board of directors, the auditor, the quorum required for the meetings of the General Assembly and the resolutions issued thereat. It shall also indicate the names of persons eligible to the receive dividends, if any. 3. It shall be permissible for meetings of the General Assembly to be held and for the shareholder to participate in their deliberations and vote on their resolutions through modern means of technology of telepresence according to the controls set forth by the SCA in this regard.

Article (176) Shareholders' Request to Call the General Assembly Meeting 1. The board of directors of the company shall call the General Assembly to convene whenever one or more shareholders holding shares that represent at least [10%] of the company's shares requests so, so that the call to General Assembly is sent within five [5]

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Federal Decree by Law of 2021 on Commercial Companies 80 days of the date of the request. The General Assembly shall convene within thirty [30] days of the date of call for the meeting. 2. The request referred to in Clause [1] of this Article shall be submitted to the headquarters of the company and shall indicate the purpose of the meeting and the matters to be discussed. The party calling for the meeting shall provide a certificate from the financial market on which the shares of the company are listed, indicating that the disposition of its own shares is prohibited upon its request until the meeting of the General Assembly is held.

Article (178) General Assembly Meeting Convoked by SCA 1. The SCA may instruct the chairman of the board of directors of the company or his representative to call a General Assembly Meeting in any of the following cases: a. Upon the expiry of thirty days of the date described in Article [173] of this Decree Law without the General Assembly being called to convene. b. If the number of directors goes below the minimum limit required for the board meeting to be valid. c. If the SCA is convinced, at any point of time, of the occurrence of any violations of the Law or of the company's AOA, or that there is any defects in the company's management. d. If the board of directors of the company fails to respond to the request of the shareholder [s] in accordance with the provision of Article [176] of this Decree Law.

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Federal Decree by Law of 2021 on Commercial Companies 81 2. If the chairman of the board of directors of the company, or the person acting in lieu of him, fails to call the General Assembly Meeting in any of the above cases within five [5] days of the date of the SCA's request, the SCA shall call the meeting at the expense of the company.

Article (179) Competences of Annual General Assembly In particular, the annual General Assembly of the Company shall consider and decide on the following issues: 1. Consideration and approval of the board of directors' report on the activities and financial position of the Company during the year and the auditor's report and, if the Company conducts its activity in compliance with the rules of Islamic Sharia, the report of the Internal Sharia Supervisory Committee; 2. The balance sheet and profit and loss account; 3. The election of Directors if necessary; 4. The appointment of members of the Internal Sharia Supervisory Committee if the Company conducts its activity in compliance with the rules of Islamic Sharia; 5. The appointment and remuneration of auditors; 6. Consideration of proposals by the board of directors for the distribution of profits, whether in cash or as bonus shares; 7. Consideration of proposals by the board of directors for the remuneration of the Directors and the determination of their remuneration; 8. Exonerating or dismissing Directors and filing liability lawsuits against them, as the case may be; and 9. Exonerating or dismissing auditors and filing liability lawsuits against them, as the case may be.

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Article (180) Right to Attend the General Assembly 1. Every shareholder shall have the right to attend the General Assembly and shall have a number of votes equal to his number of shares. Any shareholder that has the right to attend the General Assembly may appoint a proxy other than a Director, under a special written proxy. A proxy holder acting on behalf of several shareholders shall not hold in this capacity over 5% of the share capital of the Company. Shareholders who are minors or legally incompetent shall be represented by their legal representatives. 2. The legal person may appoint any of its representatives or those in charge of its management under a resolution to be passed by its board of directors or any similar entity to represent it at any General Assembly of the Company. The proxy shall have the powers defined in the proxy resolution.

Article (182) Powers of the General Assembly 1. Subject to the provisions of this Decree Law and the resolutions issued in implementation hereof and the AOA of the company, the General Assembly shall be competent to consider all the issues in connection with the company. The General

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Federal Decree by Law of 2021 on Commercial Companies 83 Assembly is not permitted to consider matters other than those listed in the agenda. 2. Notwithstanding the provisions of Clause [1] of this Article, the General Assembly shall have the right to consider the serious incidents revealed during the meeting. If the SCA or a shareholder or a number of shareholders holding at least 5% of the share capital of the company request, before commencing the discussion of the General Assembly's agenda, to list an additional item or items in the agenda, the chairman of the meeting shall list such item or items. The SCA will issue a resolution determining the conditions to be observed for listing a new item on the General Assembly's agenda.

Article (184) Chairmanship of the General Assembly The chairman of the board of directors of the company or, in his absence, the deputy chairman or, if both the chairman and the deputy chairman are absent, any director so selected, shall assume chairmanship of the General Assembly. If the board of directors fails to select a member to chair it, it shall be chaired by any person selected by the General Assembly. The General Assembly shall also appoint a secretary for the meeting. If the General Assembly discusses a matter related to the chairman of the meeting, the General Assembly shall select from the shareholders a chairman for the meeting during the discussion of this issue.

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Article (187) Discussion of the General Assembly's agenda 1. Every shareholder attending the General Assembly shall be entitled to discuss the matters listed on the General Assembly's agenda and to address questions to the Directors and the auditor. The Directors and the auditor shall reply to the questions to the extent that the interests of the Company are not compromised. 2. A shareholder may resort to the General Assembly if the shareholder feels that the answer to his question is unsatisfactory. The General Assembly's decision shall be enforceable and every provision in the AOA of the Company to the contrary shall be invalid.

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Article (188) Voting on General Assembly's Resolutions 1. Subject to the provision of Article [146] of this Decree Law, voting on the General Assembly's resolutions shall be conducted via the method as determined by the AOA of the company. However, voting shall be secret if related to the election, dismissal or accountability of the directors. It shall be permissible for voting on meetings of the General Assembly to be conducted using the online voting mechanism, provided that the controls and terms issued by the SCA in this regard are adhered to. 2. Subject to the provision of Article [180] of this Decree Law, it shall not be permitted for directors to participate in voting on resolutions of the General Assembly related to being discharged from the liability for their management, or in connection with a special benefit for them, or resolutions that are related to a conflict of interests or an existing dispute between them and the company.

Article (189) Minutes of General Assembly Meeting 1. Minutes shall be drafted for all meetings of the General Assembly. The minutes of every meeting shall include the names of the shareholders present in person or by proxy, the number of shares held by them in person or by proxy, the number of votes per share, the resolutions passed, the number of votes for or against such resolutions, and an adequate summary of the deliberations of the meeting. 2. Minutes of General Assembly meetings shall be duly recorded after each meeting in a special register, to be kept in accordance with the guidelines laid down in a resolution of the SCA. The minutes shall be signed by the chairman and the secretary of the meeting, the vote counter and the auditor. The persons who sign the minutes of meeting shall be responsible for the accuracy of their contents.

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Federal Decree by Law of 2021 on Commercial Companies 86

Article (193) Suspension of General Assembly's Resolution 1. Upon the request of shareholders holding not less than [5%] of the Company's capital, the SCA may issue a resolution to suspend the enforcement of resolutions passed by the General Assembly of the Company if they are detrimental to the shareholders, in favor of a certain class of the shareholders or bring a special benefit to the Directors or to Third Parties, whenever such request is considered well grounded. 2. Any request to suspend the implementation of resolutions of the General Assembly shall not be admitted after three [3] business days of the issue date of such resolutions. 3. The stakeholders may file a lawsuit to invalidate such resolutions with the competent court and shall forward a copy thereof to the SCA within five [5] days of the issuance date of the resolution suspending the enforcement of the resolutions of the General Assembly; otherwise, the suspension shall be void ab initio. 4. The court shall hear the lawsuit that claims invalidity of the resolutions of the General Assembly, and may order, as a matter of urgency, that the enforcement of the SCA's resolution be suspended upon the request of the opponent until a decision has been rendered on the merits of the lawsuit.

Article (194) No Election of Board of Directors or Appointment of Auditor 1. Subject to the provisions of Article 143 of this Decree Law, if the General Assembly of the Company fails to pass a resolution on the election of Directors at two consecutive meetings where the quorum is fulfilled, the SCA shall refer the matter to the chairman of its board of directors, after consulting the Competent Authority and the entities responsible for supervising the Company's activities in the State, for an interim board of directors to be appointed for the Company for a term not exceeding one fiscal year. At the end of the fiscal year, the interim board of directors shall call the General Assembly of the Company to elect Directors. If the General Assembly fails to elect Directors, the SCA shall refer the matter to the chairman of its board of directors, after consulting the Competent Authority and the entities responsible for supervising the Company's

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Federal Decree by Law of 2021 on Commercial Companies 88 activities in the State, for an appropriate resolution to be passed for, inter alia, the dissolution of the Company. 2. If the General Assembly of the Company fails to pass a resolution on the appointment of its auditor at its annual meeting in accordance with the provisions of Articles [246] and [245] of this Decree Law despite the presence of a quorum, the SCA may appoint an auditor for the Company for one fiscal year and determine his fees. Chapter Four Capital of Public Joint Stock Company"

Article (196) Capital Increase 1. Subject to the provisions of this Decree Law, the shareholders are required to approve – under a special resolution – the issuance of every new shares for increasing the issued capital. 2. Upon satisfying its full issued capital, the company may increase its issued capital under a special resolution. The company's board of directors shall implement such a special resolution within three [3] years of its issuance date; otherwise, the resolution shall be deemed void ab initio with regard to the amount of increase not implemented during the aforementioned period. 3. The resolution increasing the issued capital shall state the amount of increase and the price of the new shares issued. 4. If the increase of the issued capital of the company includes in-kind contributions, the provisions related to the valuation of in-kind contributions as contained in this Decree

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Federal Decree by Law of 2021 on Commercial Companies 89 Law shall apply. 5. The SCA shall issue a resolution determining the terms and controls for increasing the issued capital of the company.

Article (198) Share Premium and Share Discount 1. Shares of capital increase of the company shall be issued at a nominal value equivalent to that of the original shares. However, the company may, under a special resolution and based upon the approval by the SCA, decide: a. To add the value of a share premium to the nominal value of the share and determine its value, if the market value exceeds the nominal value of the share, while the share premium shall be added to the statutory reserve, even if it exceeds half of the capital. b. Grant and a share discount on the nominal value of the share and determine its value in the event that the market value is lower than the nominal value of the share. Against the share discount, a negative reserve in equity in the balance sheet shall be created and deducted from the future profits of the company before any dividends are approved. 2. The Board shall be provided with a report from an independent financial adviser approved by the SCA, in which it determines how to calculate the share premium or share discount.

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