UAE Corporate / Commercial LawFederal Decree by Law No. (4) of 2007 Regarding the Establishment of the Emirates Investment Authority

Article (1) For the purposes of implementing the provisions of this Decree by Law, the following terms and expressions shall have the meanings assigned to each of them, unless the context requires

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 2 otherwise: State : The United Arab Emirates. Federal Government : The government of the State and all other federal authorities, institutions, and legal persons. Cabinet : The Cabinet of the Federal Government. Authority : The Emirates Investment Authority established pursuant to the provisions of this Decree by Law. Board of Directors : The Board of Directors of the Authority. Chairman…

Article (2) An entity named the "Emirates Investment Authority" shall be established as a public authority reporting directly to the Cabinet, and it shall have an independent legal personality and the legal capacity necessary to exercise its competences as stipulated in this Decree by Law.

Article (3) The main headquarters of the Authority shall be in the city of Abu Dhabi. By a decision of the

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 3 Board of Directors, branches or offices for the Authority may be established, whether inside or outside the State. Chapter Three Objectives of the Authority

Article (4) The Authority shall be the sole entity responsible for the investment and reinvestment of the Funds Allocated for Investment, which are designated for this purpose by the Cabinet. It shall, on behalf of the Federal Government, invest and reinvest these funds in an efficient manner that achieves profitable investment returns to contribute to the provision of the financial revenues necessary to support the budget of the Federal Government. For the purpose of achieving the foregoing, the Authority may undertake the following: 1. Contribute to the formulation and coordination of the reserve fund investment policy for the Federal Government in a manner that ensures the achievement of…

Article (5) 1. The Authority shall have a Board of Directors consisting of no fewer than seven members possessing academic qualifications or practical experience in various fields of investment management of funds and assets. A resolution shall be issued by the Cabinet to form the Board of Directors for a term of three years, renewable for other terms. 2. The Cabinet shall determine the remuneration prescribed for the Chairman and members of the Board of Directors. 3. The Board of Directors shall continue to perform its duties after the expiry of its term until a resolution is issued by the Cabinet forming the Board of Directors.

Article (6) The Board of Directors shall be the supreme authority responsible for supervising the management of the Authority's affairs and overseeing the implementation of the approved programs and policies necessary to achieve its objectives. It may exercise all the powers and authorities necessary for that, and in particular, it shall have the following: 1. Establish the regulatory standards and controls that ensure the integrity of the Authority's financial position and the proper performance of its investment programs, with which the Authority shall comply. 2. Establish and adopt policies, strategies, and standards for the investment and reinvestment of the Funds Allocated for Investmen…

Article (7) At the end of each fiscal year of the Authority, the Board of Directors shall submit a report to the Cabinet that includes the following: 1. The investment performance of the Authority and the evaluation thereof, particularly its ability to achieve profitable investment returns. 2. The extent of the Authority's compliance with the regulatory standards and controls stipulated in Article (6/1) of this Decree by Law. 3. The findings reached by the Board as a result of its investigation into any of the matters that fall within its competences and the decisions it issues or will issue in this regard.

Article (8) A member of the Board of Directors is prohibited from voting on any matter brought for a vote before the Board of Directors in which they have a direct or indirect interest, and they shall, where such interest exists, disclose the same in writing to the Board of Directors at the earliest possible time. It is also prohibited for any member of the Board of Directors to receive any income from, or to have any material interest in, any of the contracts or agreements that the Authority concludes with a third party, or to receive any fees, allowances, or remuneration from any foreign public or private entity dealing with the Authority.

Article (9) 1. Subject to the provisions of Article (5) of this Decree by Law, the Cabinet may issue a resolution to relieve any member of the Board of Directors from their position and to appoint a replacement to complete the term of their predecessor.

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 9 2. Any member of the Board of Directors may resign from their position by submitting a written notice to the Chairman of the Board of Directors, who shall refer it to the Cabinet. The resignation shall not be deemed accepted unless thirty days have lapsed from the date of its submission or upon its acceptance by the Cabinet.

Article (10) 1. The Board of Directors shall hold its meetings periodically at least once every three months. The Chairman of the Board of Directors or their deputy shall have the right to convene the Board of Directors for additional meetings whenever necessary. 2. In cases of necessity, at least four members may request the convening of the Board of Directors. 3. The meetings of the Board of Directors shall be quorate if attended by a majority of its members, provided that the Chairman or their deputy is among them. 4. The resolutions of the Board of Directors shall be passed by an absolute majority of the votes of the members present. In the event of a tie, the Chairman of the meeting sha…

Article (11) The Chief Executive Officer The Authority shall be managed by a Chief Executive Officer who shall not be a member of the Board of Directors, appointed pursuant to a decision issued by the Board of Directors, which shall also determine their financial remuneration.

Article (12) The Chief Executive Officer shall be responsible for the management of the Authority and for all investment and reinvestment operations of the Funds Allocated for Investment. They shall have the authority to undertake all necessary acts and dispositions to achieve this objective in accordance with the provisions of this Decree by Law and the regulations and resolutions issued by the Cabinet and the Board of Directors. In particular, they shall: 1. Propose policies, strategies, and criteria for the investment and reinvestment of the Funds Allocated for Investment, and present the same to the Board of Directors for consideration. 2. Propose plans and programs for the investment an…

Article (13) All funds and assets entrusted to the Authority for custody, management, or investment shall be deemed public funds owned by the State. The Authority shall be exempt from the payment of any fees or taxes imposed or to be imposed in the State.

Article (14) Without prejudice to the provisions of Article (13) of this Decree by Law, the Authority may dispose of a portion of the funds and revenues it retains in accordance with the provisions of this Decree by Law, to the extent necessary to carry out its activities and achieve its purposes, including disbursing therefrom to cover all expenses arising therefrom. The financial resources necessary to cover these expenses shall be approved in the annual budget approved by the Cabinet for this purpose.

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 13

Article (15) The fiscal year of the Authority shall commence with the fiscal year of the State and end at its conclusion, provided that its first fiscal year shall commence from the date this Decree by Law enters into force and shall end on the thirty-first of December of the following fiscal year.

Article (16) The Board of Directors shall issue a decision on the annual accounting systems and procedures for the Authority in accordance with internationally recognized accounting standards and practices.

Article (17) The Authority shall have one or more external auditors from among the accredited legal audit and accounting firms in the State, to be appointed by the Board of Directors for a term of one year, renewable, and whose remuneration shall be determined by the Board.

Article (18) The external auditor shall review and audit the Authority's accounts, and verify compliance with the provisions of this Decree by Law and the resolutions issued pursuant thereto or in implementation thereof. The auditor shall submit a report on the results of such audit to the Board of Directors, which shall in return submit such report to the Cabinet.

Article (19) The auditor shall have the right, at all times, to access the Authority's books, records, and other documents, and may request the clarifications they deem necessary for the performance of their duties. They may also verify the rights and obligations arising from the Authority's activities and achievement of its purposes. The Chairman of the Board of Directors shall enable the auditor to do so.

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 14

Article (20) The Authority may open, operate, and manage any bank accounts in its name, whether within or outside the State, for the purposes of carrying out its activities and achieving its objectives in accordance with the provisions of this Decree by Law. Chapter Seven Employees of the Authority

Article (21) All employees of the Authority shall be public officials, and the provisions of the civil service laws applicable in the State shall apply thereto insofar as no special provision is stipulated in this Decree by Law, or in the financial and administrative regulations, the employee affairs regulations applicable in the Authority, or in their employment contracts. Chapter Eight Evidentiary Value of Electronic Documents and Data Issued by the Authority

Article (22) Subject to the provisions of Federal Law No. (1) of 2006 Regarding Electronic Transactions and Commerce, the electronic documents and signatures issued by the Authority and relating to its transactions and activities in accordance with the provisions of this Decree by Law shall have the evidentiary value of the original document in proving the data contained therein.

Article (23) Subject to the provisions of Federal Law No. (1) of 2006 Regarding Electronic Transactions and Commerce, the Authority may retain, for a period of five years, electronic copies of its documents on electronic disks or other electronic document storage media in lieu of the original ledgers, records, statements, documents, correspondence, telegrams, notices, and other original documents issued by the Authority and relating to its activities. Such copies shall have the evidentiary value as the original.

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 15 Chapter Nine Guarantees

Article (24) For the purposes of achieving the objectives set forth in this Decree by Law, the Authority may provide such guarantees as may be necessary to secure the performance of any of its contractual or financial obligations arising from agreements it concludes with any other person or entity pursuant to the provisions of this Decree by Law.

Article (25) The Authority may, to the extent necessary to enable it to achieve its purposes and subject to such requirements as the Board of Directors may deem appropriate, approve the issuance of guarantees for the purpose of financing any development project implemented by the State. Chapter Ten Final Provisions

Article (26) The Cabinet may issue a resolution establishing a Board of Trustees to exercise any of the competences exercised thereby in accordance with the provisions of this Decree by Law, or any other competences as may be specified in such resolution.

Article (27) The Authority shall not be dissolved or liquidated except by a law, which shall specify the manner of disposition of the Funds Allocated for Investment retained by the Authority.

Article (28) Any provision that contradicts or conflicts with the provisions of this Decree by Law is hereby repealed.

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Federal Decree by Law of 2007 Regarding the Establishment of the Emirates Investment Authority 16

Article (29) This Decree by Law shall enter into force from the date of its issuance and shall be published in the Official Gazette. Khalifa bin Zayed Al Nahyan President of the United Arab Emirates Issued by us at the Presidential Palace in Abu Dhabi: On: 3 Dhu al-Qi'dah 1428 A.H. Corresponding to: 13 November 2007 A.D.

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