UAE Free Zone Law (DIFC / ADGM / JAFZA)Cabinet Resolution No. (28) of 2007 Regarding the Executive Regulations of Federal Law No. (8) of 2004 Regarding Financial Free Zones

Article (1) Definitions For the purposes of implementing the provisions of this resolution, the following terms shall have the meanings assigned to each of them, unless the context otherwise requires: State : The United Arab Emirates

-- 1 of 5 --

Cabinet Resolution of 2007 Regarding the Executive Regulations of Federal Law of 2004 Regarding Financial Free Zones 2 Financial Free Zone : A free zone established in any Emirate of the State where Financial Activities are practiced. Competent Authorities : The relevant ministries, authorities, or local departments designated by the Cabinet. Board : The Board of Directors of the Financial Free Zone. Chairman : The Chairman of the Board of Directors of the Financial Free Zone. Financial Activities : The banking and financial services and activities, insurance and reinsurance, financial markets, monetary and financial brokerage services, and supporting activities licensed to be practiced in the Financial Free Zones. Financial Banking Activity : Banking business and banking activities. Companies and Institutions : Companies and branches of companies, and institutions established or licensed to work in the Financial Free Zones.

Article (3) 1. The Financial Free Zones and all operations carried out therein shall be subject to the provisions of the federal laws in force in the State concerning the criminalization of money laundering and combating of terrorist activities.

-- 2 of 5 --

Cabinet Resolution of 2007 Regarding the Executive Regulations of Federal Law of 2004 Regarding Financial Free Zones 3 2. Such zones and the Financial Activities shall also be subject to the provisions of federal laws, with the exception of federal civil and commercial laws. 3. The Companies and Institutions that intend to practice their activities outside the borders of the Financial Free Zones and within the State shall be subject to the federal laws in force in the State, including federal civil and commercial laws, their implementing resolution and the procedures followed in this regard.

Article (4) The Financial Free Zones shall comply with the following: 1. With respect to the Financial Banking Activities: a. The license shall be limited to the branches of Companies and Institutions, joint venture companies, and companies wholly owned by any of them, provided that they possess a strong financial position and a complete organizational and administrative structure. It shall be managed by persons with experience and knowledge in this type of activity. b. The licensed Companies and Institutions in the Financial Free Zones shall not accept deposits from the State market and shall not transact in UAE Dirham. c. The licensing standards applicable to companies, branches of companies, and institutions shall not be lower than those applied in the State. 2. The financial brokers licensed in the State by the Securities and Commodities Authority may not be licensed by the Competent Authorities in the Financial Free Zones to practice the activities thereof in the markets of the Financial Free Zones unless prior approval is obtained from the Securities and Commodities Authority. The existence of an actual headquarters for such brokers in the Financial Free Zones shall not be required. 3. The companies listed on any of the exchange markets in the State shall not be listed on the markets of the Financial Free Zones unless prior approval is obtained from the Securities and Commodities Authority. 4. The practice of the insurance activity in the State shall be limited to reinsurance and reinsurance brokerage by companies licensed by the Competent Authorities in the Financial Free Zones, without the need to have a headquarters thereof within the State. 5. The actual presence of the headquarters of Companies and Institutions licensed to

-- 3 of 5 --

Cabinet Resolution of 2007 Regarding the Executive Regulations of Federal Law of 2004 Regarding Financial Free Zones 4 conduct their activities in the Financial Free Zones shall be limited to the boundaries of such zones. Companies and Institutions may establish subsidiaries and branches in the State, and may own companies operating in the State or shares therein in accordance with the laws and regulations in force in the State. The Companies and Institutions may be licensed by the Financial Free Zones to operate outside the State. 6. The companies established in the Financial Free Zones shall be treated as national companies should they meet the conditions thereof in accordance with the laws in force in the State.

Article (7) 1. The Financial Free Zones shall submit a semi-annual report to the Cabinet on their activities and compliance with the provisions of Federal Law No. (8) of 2004 Regarding the Financial Free Zones. 2. The Financial Free Zones shall be subject to inspection by a committee established by virtue of a Cabinet resolution based on the proposal of the Minister of Finance. The resolution shall specify its composition, competencies, and the provisions related thereto. 3. Subject to the provisions of Article (3) of this Regulation, the concerned Emirate may, within the limits of the purpose for which the Financial Free Zone was established, issue the necessary legislation for the conduct of its activities.

-- 4 of 5 --

Cabinet Resolution of 2007 Regarding the Executive Regulations of Federal Law of 2004 Regarding Financial Free Zones 5