General UAE Legal Questions LawFederal Decree by Law No. (22) of 2019 Regarding the Emirates Public Transport and Services Company

Article (2) Legal Status 1. The Corporation shall be converted into a public joint-stock company, and its name shall be amended to "Emirates Public Transport and Services Company", and shall be known as "Emirates Transport". It shall be wholly owned by the Authority at the time of issuance of this Decree by Law, shall have an independent legal personality and full legal capacity, and shall conduct its activities and achieve its purposes in accordance with the provisions of this Decree by Law and its Articles of Association, and shall be managed on a commercial and investment basis. 2. Subject to the provisions of this Decree by Law, the Authority shall exercise all powers and competences prescribed for the General Assembly until new shareholders are admitted in accordance with the provisions of Article (6) of this Decree by Law.

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Federal Decree by Law of 2019 Regarding Emirates Public Transport and Services Company 3

Article (4) Company's Activities 1. The Company shall undertake the following activities within the State and abroad: a. Land transport of all kinds and all activities related to transport operations. b. Providing facility management services. c. Undertaking and managing, directly or indirectly, maintenance, operation, and related activities. d. Owning, leasing, selling, and renting buses and light and heavy vehicles. 2. The Company may invest and employ its funds in any commercial, financial, service, or industrial fields related to its activities set out in Clause (1) of this Article, and for this purpose, it may carry out the purposes and activities provided for in this Decree by Law and the Articles of Association.

Article (5) Issuance of the Articles of Association of the Company The Articles of Association of the Company shall be issued by a resolution of the Cabinet upon the proposal of the Chairman of the Board of Directors of the Authority, and shall set out all provisions governing it, including the following: 1. The ownership of the Company, its head office, and its branches, whether within the State or abroad.

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Federal Decree by Law of 2019 Regarding Emirates Public Transport and Services Company 4 2. The duration of the Company and its renewal. 3. The purposes and capital of the Company. 4. The issuance of shares, their types, the rules governing their ownership and transfer, and the rights associated therewith. 5. The procedures and provisions for increasing or decreasing the Company's capital. 6. The issuance and trading of bonds and sukuk. 7. The formation of the Board of Directors, the method of appointing or electing its members, and their competencies, powers, and responsibilities. 8. The convening of the General Assembly and its competencies. 9. The Company's financial affairs, including the preparation of financial statements, the legal reserve, the optional reserve, and the distribution of profits. 10. The rules governing the appointment of the Company's auditors, and their competences and obligations. 11. The dissolution and liquidation of the Company. 12. Any other matters that the Cabinet deems appropriate to include in the Articles of Association. The Cabinet shall be competent to amend the Articles of Association of the Company for so long as it remains wholly owned by the Authority.

Article (7) General Provisions 1. The employees of the Corporation, as determined by a decision of the Board of Directors, shall be transferred to the Company upon the entry into force of the provisions of this Decree by Law with their existing salaries and financial benefits, without prejudice to the rights and benefits granted thereto before its entry into force. 2. The national employees appointed by the Corporation before the entry into force of this Decree by Law shall continue to enjoy the same rights and benefits granted to them by the aforementioned Federal Law No. (7) of 1999. 3. The period of service completed by the employees in the service of the Corporation prior to the entry into force of the provisions of this Decree by Law shall be deemed continuous and complementary to their service with the Company. 4. The provisions of Federal Law No. (8) of 1980 Regarding the Regulation of Labor Relations, as amended, shall apply to the employees of the Company. 5. The provisions of the aforementioned Federal Law No. (2) of 2015 shall apply to the Company and its subsidiaries, insofar as no special provision is set out in this Decree by Law or the Articles of Association.

Article (9) Transitional Period 1. The Board of Directors of the Corporation shall exercise the competences prescribed for the Board of Directors of the Company until such Board is formed in accordance with the provisions of this Decree by Law.

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Federal Decree by Law of 2019 Regarding Emirates Public Transport and Services Company 6 2. The Company and the concerned authorities, each within its scope of competence, shall issue the necessary legislation and decisions to implement the provisions of this Decree by Law within one year from the date of its issuance. Pending such issuance, the regulations, rules, resolutions, and orders in force shall continue to apply to the extent that they do not conflict with the provisions of this Decree by Law.