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In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) Federal Decree Law No. 37 of 2022 Concerning Family Companies (Businesses) We, Mohammed Bin Zayed Al Nahyan, President of the United Arab Emirates - Having perused the Constitution; - Federal Law No. 1 of 1972 on Competencies of the Ministries and Powers of the Ministers, as amended; - Federal Law No. 5 of 1985 promulgating the Civil Transactions Law, as amended; - Federal Law No. 10 of 1992 promulgating the Law of Evidence in Civil and Commercial Transactions, as amended; - Federal Law No. 11 of 1992 promulgating the Civil Procedures Law, as amended; - Federal Law No. 18 of 1993 promulgating the Commercial Transactions Law, as amended; - Federal Law No. 8 of 2004 on the Financial Free Zones; - Federal Law No. 28 of 2005 on the Personal Status, as amended; - Federal Law No. 7 of 2012 regulating the expert profession before the judicial authorities; - Federal Law No. 4 of 2013 regulating the Notary Public profession, as amended; - Federal Decree Law No. 9 of 2016 concerning Bankruptcy, as amended; - Federal Law No. 14 of 2016 concerning the Administrative Violations & Penalties in the Federal Government; - Federal Law No. 6 of 2018 on Arbitration; - Federal Decree Law No. 19 of 2019 on Insolvency; - Federal Decree Law No. 32 of 2021 on the Commercial Companies; - Federal Decree Law No. 37 of 2021 on the Commercial Register; - Based on the proposal of the Minister of Economy, and approval of the Council of Ministers (Cabinet); We do hereby promulgate the following Decree Law: Article (1) Definitions In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) In application of the provisions of this Decree Law, the following words and phrases shall have the meanings assigned thereto respectively, unless context otherwise requires: State: United Arab Emirates Ministry: Ministry of Economy Minister: Minister of Economy Companies Law: Federal Decree Law No. 32 of 2021 on the Commercial Companies, or any other law substituting it Concerned Authorities: Federal or local government authorities Concerned Authority: The local authority concerned with the corporate affairs in the concerned Emirate, including the free zones Free Zone: Financial and non-financial free zone established in the State Family: Relatives by lineage and affinity relationships Family Company ( Business): Every company established in accordance with the provisions of the Companies Law and most of its stakes or shares are owned by persons of a single family, and is registered in the Register as a family company under the provisions of this Decree Law. Upon the recommendation of the Minister, the Council of Ministers shall issue a resolution defining the meaning of a single family Memorandum of Association: The Memorandum of Association of the family company documented by the concerned authorities. Family Chart: The written document regulating governance of family affairs related to the family company and regulating relationship of the family to the family company Register: The unified register of family companies established in accordance with the provisions of this Decree Law Partner / Shareholder: Every owner of stakes or shares in the family company Stake: The partner's stake or the shareholder's shares in the family company Committee: Family Company Dispute Settlement Committee stipulated in Article (20) of this Decree Law Trustee: The trustee appointed by the court in accordance with the Bankruptcy Law, the Insolvency Law, or the legislation applicable in the free zones, as the case may be. Article (2) Objectives of the Decree Law This Decree Law is designed to achieve the following: In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 1- Set an inclusive and easy legal framework to regulate ownership and governance of family companies in the State, and to facilitate their transfer among the generations; 2- Support continuity of the family companies, and enhance the private sector's role in economic growth and community contribution in the State; 3- Provide the proper mechanisms for resolving the disputes related to the family companies; 4- Enhance contribution of family companies to the State's economy and its competitiveness. Article (3) Scope of application 1- The provisions of this Decree Law shall apply to any family company existing in the State at the time of its provisions coming into force, or the company being established after this Decree Law comes into force, the holders of the most of its shares decide to register it with the Register as a family company under the provisions thereof and is established in one of the company forms stipulated in the Companies Law, including the one-person company, or under the legislations applicable in the free zones, as the case may be. 2- The public shareholding company and the general partnership shall not be subject to the scope of application of this Decree Law. 3- The provisions of this Decree Law shall apply to the family companies being established in the free zones to the extent that they do not conflict with the applicable laws, regulations and legislations of the concerned free zone in relation to their organization, incorporation or registration therein, and all matters related thereto. 4- The provisions of this Decree-Law shall apply to the family companies being established within the scope of any Emirate of the State, unless there is a local legislation regulating these companies in that Emirate. In this case, application of the provisions of this Decree Law shall be limited to aspects not regulated or stipulated by the Local Law. Through the local legislations or decisions issued by the competent authority in this regard, the Emirate may authorize the companies registered within its competence to be registered in the Register in accordance with the provisions of this Decree Law. Article (4) Family Companies Register In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 1- The family companies which meet the terms and conditions stipulated in this Decree Law shall be registered in the Register prepared for this purpose at the Ministry in coordination with the competent authority which may have a special Register for registration of the family companies. 2- The Ministry shall issue a document stating registration of the company in the Register as a family company, and any change occurring to the family company’s data upon being registered with the competent authority. 3- Upon coordination with the competent authority, the Minister shall issue a decision concerning the data and documents to be included in the Register, as well as the procedures and requirements for registering the family company in this Register. Article (5) Memorandum of Association of the Family Company 1- The Memorandum of Association of the family company shall comply with the terms and provisions of this Decree Law, as well as the applicable provisions of the Companies Law or legislations in the free zones, as the case may be. 2- The Ministry shall prepare a guiding Memorandum of Association for reference by the family companies registered under the provisions of this Decree Law. Article (6) Family Charter 1- The family may have a charter containing rules for ownership, objectives and values of the family, mechanisms for evaluating shares and methods of profits distribution, education and qualification of the family members to work in the family company and its subsidiaries, and consideration of the family disputes related to the family company, and other rules and provisions. 2- The charter may specify the minimum educational qualifications and practical experience to be held by the partners and family members to work in the family company and its subsidiaries, provided that the compliance with those standards shall be review by a committee affiliated to the Family Council, if any. 3- Whenever there is a conflict between the Memorandum of Association and the charter, provisions of the Memorandum of Association shall apply, and any provision contradicting the Memorandum of Association or this Decree Law shall be repealed from the charter. In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 4- The charter shall be approved or amended by majority of the members of the Family Council. If there is no family council, the charter shall be approved or amended by majority of the partners from the family. 5- The family company may file a copy of the charter with the Register, and the Minister shall issue a decision regarding the procedure, requirements and conditions of filing. 6- The Ministry shall prepare one or more guiding charters for reference by the family. Article (7) Ownership of the Family Company 1- As an exception to the provisions of the Companies Law or the legislation applicable in the free zones, as the case may be, the family company may have any number of partners. 2- The family company's capital shall consist of shares that give their owners equal or differentiated rights in the company's profits as agreed upon in the Memorandum of Association. 3- In the family company, the shares may be waived only under the conditions stipulated in this Decree Law. 4- Association of any person to the family company is deemed as acceptance of the provisions of its Memorandum of Association and charter. Article (8) Partner Disposal of His Share 1- If a partner wants to dispose of his share in the family company, such partner shall offer such share to the remainder family partners. As an exception, such partner may assign his share - with or without compensation - to his wife or any of his relatives up to the first degree without offering it to the remainder partners, unless the charter or Memorandum of Association otherwise stipulate. 2- No partner may dispose of his share to a non-family member, except by approval of partners holding at least three-quarters of the capital, unless the Memorandum of Association stipulates another percentage. The partner who wants to sell and the remainder partners may agree to temporarily or permanently re-allocate the shares intended to be sold as class (B) according to the provisions of Article (12) of this Decree Law, so long as the family company exists, as a condition for permitting sale of the shares to the non-family member. 3- If a third party who is a non-family member owns share of a partner in a case other than the cases stipulated in paragraph (2) of this Article, the In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) remainder partners shall have the right - within sixty (60) days after the date of ownership by the third party - to request for redemption of this share, each according to his share in the family company or more than his share therein if a one or more partners do not want the redemption, provided that the redemption shall be at the value agreed upon between them and third party or at the value determined by the committee in case of disagreement. If no partner requests redemption of such share, it shall be offered to the family company, and if all such share or a part thereof is not redeemed within thirty (30) days after the date of offering it to the family company, the third party will be empowered to hold it. 4- In all cases, the shares shall be waived in accordance with the provisions of this Decree Law and the applicable legislations in the State. 5- The non-family member's ownership of a partner's share in accordance with paragraph (3) of this Article shall not lead to loss of capacity of the family company, provided that the family members' ownership percentage shall not be less than the majority of the shares. Article (9) Right of Redemption 1- Whenever a single partner owns a share of not less than (90) of the family company's shares, he shall notify others non-family member partners that he wants to purchase their shares, where those partners may sell their share to him at the price agreed upon between them, or at the price determined by the committee in accordance with paragraph (2) of this Article at the request of any of them in the case of their disagreement. 2- The shares shall be evaluated by the committee in accordance with the mechanism stipulated in the Memorandum of Association or the charter. If the Memorandum of Association or the charter does not contain such stipulation, the share shall be evaluated by one or more financial and technical experienced experts selected by the committee at the purchaser's expense. 3- Whenever a single partner owns a share of not less than (95) of the family company's voting shares, he shall notify others family member partners that he wants to purchase their shares, where those partners may sell their share to him at the price agreed upon between them, or at the price determined by the committee in accordance with paragraph (2) of this Article at the request of any of them in the case of their disagreement. Article (10) Bankruptcy or Insolvency of the Partner In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 1- In the case of bankruptcy or insolvency of a partner in the family company, the applicable procedures and controls stipulated in the insolvency and bankruptcy laws in force in the State shall be followed, provided that any other partner shall have the priority right to purchase the partner's share at the price and period determined by the court considering the bankruptcy or insolvency. 2- Whenever the partners do not own the partner's share being subject to bankruptcy as referred to in paragraph (1) of this Article, the provisions stipulated in the insolvency and bankruptcy laws in force in the State shall apply. Article (11) The Family Company's purchase of its Shares 1- The family company may purchase not more than (30%) of its shares in the following cases: A- Reduction of its capital; B- Purchase or redemption of some or all of the shares of a partner who wants to sell his shares, the bankrupt or insolvent, and there is no purchaser or redeemer of those shares from among the partners. 2- In all cases, it is required that the partners holding majority of the shares represented in the general assembly meeting in the family company shall agree to so, unless the Memorandum of Association stipulates another percentage. In this case, the purchased or redeemed shares shall not have a vote in the general assembly deliberations as long as those shares remain in the ownership of the family company. 3- After coordination with the competent authority, the Minister shall issue a decision on the procedures for the family company's purchase of its shares regarding the matters for which there is no special provision under the provisions of the Companies Law or the legislations applicable in the Emirate or in the free zones, as the case may be. Article (12) Share Classes 1- The family company may issue two classes of shares: A- Shares (class A) which entitle their holders to receive profits and vote in the company's general assembly. B- Shares (Class B) which entitle their holders to receive profits exclusively without the right to vote 3- The Memorandum of Association may stipulate the conditions governing conversion of shares (Class B) to shares (Class A) or vice In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) versa, subject to the time lapse or any other condition. Also, the Memorandum of Association may stipulate division of shares (A) or (B) into classes according to the number of votes or the profits allocated to those votes, while the total of those shares shall be equal to the total shares of the company. 4- In addition to the provisions of paragraphs (1) & (2) of this Article, the family company's Memorandum of Association may stipulate other classes of shares differing in terms of the value, voting power, profits, priority rights and other rights or privileges, provided that the partner's liability shall be in proportion to the rights and privileges assigned to each class of such shares. The Minister shall, in coordination with the competent authority, issue a decision specifying the terms and conditions related to the various classes of shares. Article (13) Dividend Distribution At the end of each financial year, the family company shall distribute a portion of its annual profits to its partners, each in proportion to his share therein, unless the Memorandum of Association stipulates otherwise. Article (14) Family Company Management 1- The family company shall be managed by a manager appointed in the Memorandum of Association. Whenever there is no stipulation to that effect in the Memorandum of Association, the manager may be appointed by a subsequent decision of partners holding at least (51%) of the shares represented in the general assembly meeting, unless the Memorandum of Association stipulates another percentage. Such manager may be one or more persons, whether a partner or a nonpartner; moreover, the manager may be a legal person. If the family company has more than one manager, at least one of those managers shall be a natural person. 2- The Memorandum of Association of the family limited liability company may stipulate formation of a board of directors to manage the family company, and its members' manes shall be included in the Memorandum of Association. If the Memorandum of Association does not stipulate so, the general assembly shall denominate the members of such board of directors by majority of the attendees' votes. In addition, the Memorandum of Association thereof may stipulate the rules, requirements and conditions governing formation of, powers of, term of membership in, and dismissal of, the board of directors, appointment of In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) the alternatives of its members, the mechanism of making its decisions, the committees affiliated thereto and their powers, the proper personal and objective criteria for membership of the board of directors and its affiliated committees, and other issues. 3- The board of directors - if any - shall have a chairman. In this case, the family company's manager shall report to the chairman of the board of directors in his capacity as representative of the board of directors, unless the Memorandum of Association stipulates otherwise. The position of member of the board of directors and position of manager of the family company may be combined, but the position of the chairman of the board of directors and manager of the family company may not be combined. 4- The manager or member of the board of directors shall be a full-fledged adult of good conduct, behavior, knowledge and experience that could reasonably be expected to be met by another person in the same position. Article (15) Competences of the Manager 1- Unless the appointment contract of the company’s manager, the company's Articles of Association or the company's bylaws restrict the powers granted to the manager, he may exercise the powers and duties required for managing the family company, including the following: A- Executive management of the family company; B- Distributing the family company's company in the manner decided by the company's general assembly and stipulated in the Memorandum of Association and this Decree Law. C- Deducting - from the profits or benefits payable to any partner - the amounts that may be indented by such partner in favor of the family company. D- Representing the family company before the committee, the courts and others. E- Seeking assistance of whomever he deems proper to assist him in managing the family company. F- Any other powers stipulated in the Memorandum of Association and do not conflict with the family company's objectives and the laws applicable in the State. 2- In the case of death of a partner, the company's manager shall - unless the Memorandum of Association stipulates otherwise - act as the custodian of the deceased partner's shares, supervise the procedures for transferring the shares ownership to the deceased partner's heirs, each according to his legal share, and take measures to amend the In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) Memorandum of Association after settling any rights or debts that may be related to such shares in favor of the family company or others. Article (16) Obligations of the Manager 1- Subject to the obligations stipulated in the Companies Law, the manager shall exercise the due diligence and care in managing the family company, where the manager shall commit, in particular, to the following: A- Not to directly or indirectly own or manage, for his own account or for a third party account, any economic activity competing with activity of the family company or its subsidiaries, unless the Memorandum of Association stipulates or the majority of the partners agree otherwise; B- Submit an annual report to the partners on his management of the family company; C- Not to borrow funds in his personal name under guarantees of the family company's assets; D- Dispose of the family company's assets only within the limits that achieve the company's objectives and are permitted in the Memorandum of Association; E- Any other obligations stipulated in the Memorandum of Association. 2- In his management of the family company, the manager shall take into account the following, in particular: A- Being fair in dealing with all partners and not giving preference to the interest of one partner over another partner; B- Being independent in his opinion, free from whims and personal interests, and putting the family company's interest over any other consideration. 3- Without prejudice to the penalties established under the legislations applicable in the State, whenever it is proven that the manager violates any of the obligations or responsibilities stipulated in this Decree Law or the Companies Law, it may be requested to dismiss or oblige him to pay compensation, if necessary, by a court ruling, unless the Memorandum of Association stipulates otherwise. Article (17) Dismissal of the Manager If the cases specified in the appointment contract or in the Memorandum of Association occur, the manager shall be dismissed according to the same conditions of his appointment. In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) Article (18) Governance of the Family Affairs 1- In relation to its relationship with the family company, governance of the family affairs may be regulated through establishment and regulating of work of the councils and committees, such as the family assembly, the family council and the family office, which have the competence - each within scope of the assigned thereto - to manage the family affairs and legalize its relationship with the family company, including education And training of its members and their work in the family company and its subsidiaries, and their entrepreneurial initiatives. Governance of the family affairs shall be concerned with separating ownership and governance of the family’s assets from ownership and governance of the family company, and shall supervise the family’s investments, organize the family charitable works and community contribution initiatives, and contribute to controlling conflicts of interest and reconciling the perspectives in the disputes that may arise among the family members and between the family members and the partners. 2- The Ministry shall set general guiding rules and controls to regulate governance of the family company and the family, and clarify its competencies and other issues. Article (19) Settlement of the Family Company Disputes 1- The Memorandum of Association or the charter may include a provision under which a board shall be formed from the partners, family members, or third parties, to consider the disputes that may arise among the partners, between the partners and the family members, and between them and the family company, try to reconcile among, and determine members of, powers of and mechanisms for managing sessions of and issuance of recommendations, of that board. 2- If the Memorandum of Association or the charter does not include a provision for formation of the board in accordance with paragraph (1) of this Article, or if the board fails in its conciliatory efforts within a maximum period of three (3) months after the date of presenting the dispute to it - unless that period is extended by agreement - or if it is agreed among the parties to the dispute not to refer their disputes to that board, and unless the Memorandum of Association stipulates otherwise, the committee shall consider the disputes arising - in relation to the Memorandum of Association, or management or ownership of the In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) family company or enforcement of the provisions of this Decree Law - among the partners, between the partners and the family members and between them and the family company. 3- The committee shall decide on the appeal within a period not exceeding a 3-month period which may be extended for a similar period at a grounded request by the concerned parties. This committee may take the necessary preventive and urgent measures as it deems proper to maintain continuity of the family company, prevent interruption of its business or affecting its financial goodwill or position throughout the period of considering the dispute. 4- The committee's decisions may be appealed before the competent court in the State. 5- As an exception to the committee's competence stipulated in paragraph (2) of this Article, the parties to the dispute may agree on the following: A- Referring the dispute to arbitration in accordance with the legislations applicable in the State; B- Referring the litigation to the courts located in the financial free zones in the State. 6- The committee shall provide the Ministry with an annual report on the disputes presented/ referred to it and the outcome(s) of those disputes during the year. Article (20) Family Company Dispute Resolution Committee By a decision of the Minister of Justice or head of the local judicial authority, as the case may be, a committee to be called "Family Company Disputes Resolution Committee" shall be established in each Emirate; such decision of the Minister of Justice or head of the local judicial authority shall determine its formation and its action regulations in settling the family company disputes; such committee shall be presided over by a judge to be assisted by two experts specialized in the legal, financial and family companies management fields. While considering the family company disputes presented before it, the committee may seek assistance of those it deems experienced and specialized. Article (21) Settlement of Disputes of the Family Companies existing in the Financial Free Zones Settlement of disputes related to family companies registered in the financial free zones shall be subject to the legislations applicable in these zones. Article (22) In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) Interpretation of the Memorandum of Association and the Charter 1- In the case of lack or ambiguity of an explicit provision in the Memorandum of Association or the charter, the Memorandum of Association and the charter shall be interpreted in accordance with the common intention of the family company's founders and partners, as well as the objectives and goals for which it is established, in the manner that helps to ensure its continuity, growth, good management, and smooth transition, helps the family company to avoid the disputes and preserve it from one generation to the next generation. 2- If the Memorandum of Association or the charter includes a condition or provision in contrary to the provisions of this Decree Law, the applicable legislations in the State or the public order, the Memorandum of Association or the charter shall remain valid and the violating condition or provision shall be null and void. Article (23) Termination of Capacity or Deregistration of the Family Company from the Register 1- Capacity of the family company shall cease if non-family persons own majority of the company's shares which have the right to vote in accordance with the provisions of this Decree Law; in this case, the family company shall be deregistered from the Register at the request of any interested party or by a decision of the competent authority, the company shall continue in the form in which it existed before acquiring capacity of the family company, and its Memorandum of Association shall be accordingly amended, while any controversial issues related to this transitional process shall be referred to the committee. 2- To terminate capacity of the family company (whose part of capital consists of class (B) shares) in accordance with paragraph (1) of this Article, the company shall offer purchase of those shares at the price determined by the committee, unless the seller and the company agree on another price. In the case of failure to agree on a price, the company shall legalize its conditions in accordance with the Companies Law. 3- Capacity of the family company shall not cease upon death, interdiction, bankruptcy or insolvency of a partner, unless otherwise agreed upon in the Memorandum of Association. In this case, the partners shall be given a 3-month time limit after the date of death, interdiction, or declaration of bankruptcy or insolvency to amend the capacity of the company in accordance with this Decree Law and the Companies Law, while this time limit may be extended by a decision of the competent authority. In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 4- Upon decision of the partners holding at least three-quarters of the family company's capital, they may request the Ministry to deregister the family company from the Register in accordance with the provisions of this Decree Law. Article (24) Validity of Legal Actions 1- For the purposes of applying the provisions of this Decree Law, the family members' organization of the provisions of ownership and transfer of family company's shares or assets under the provisions of this Decree Law or the applicable laws in the free zones, whether by sale, donation or usufruct, shall not be considered in contrary to the provisions of the aforesaid Personal Status Law, whenever it is made during the life of the disposing partner. 2- The heir has the right to remain as a partner in the family company in proportion to his share which he inherited, or to dispose of his share, subject to the provisions of Article (8) of this Decree Law. 3- The procedures, transactions and legal actions made before registering the family company in the Register under any previous legislation shall remain valid. Article (25) Benefits & Incentives of Family Company 1- Based on proposal of the Minister and after coordination with the concerned and competent authorities, the Council of Ministers may issue appropriate decisions on the benefits and incentives granted to the family companies registered in the Register, as well as the conditions and requirements related to such benefits and incentives. 2- The competent authority in the Emirate may grant any other benefits and incentives to family companies in accordance with the conditions and requirements issued in this regard. Article (26) Application of the provisions of the Commercial Companies Law 1- Subject to the applicable legislations in the free zones, the family companies shall be subject to the provisions of the Companies Law and other applicable legislations in terms of each matter for which no special provision is contained in this Decree Law. In the name of Allah, the Most Merciful, the Most Graceful Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Federal Decree Concerning the Family Companies (Business) 2- The family company shall not be considered as a new form to be added to the forms of commercial companies contained in the aforesaid Companies Law. Article (27) Repeals Every provision contravening or contradicting the provisions of this Decree Law shall be repealed. Article (28) Publication & Enforcement of the Decree Law This Decree Law shall be published in the Official Gazette, and shall come into force three (3) months after the day following the date of publication. Presidential Court Mohammed bin Zayed Al Nahyan President of the United Arab Emirates Issued by us at the Presidency Palace in Abu Dhabi Date: Rabi' Al-Awwal 7, 1444 AH Corresponding to: 3/10/2022 AD

www.lexismiddleeast.com Federal Decree-Law no. (32) of 2021 Issued on 20/09/2021 Corresponding to 13/Safar/1443H. ON COMMERCIAL COMPANIES Abrogating: Federal Law no. 2 of 2015. We, Khalifa bin Zayed Al Nahyan, President of the United Arab Emirates, - Pursuant to the perusal of the Constitution; - Federal Law no. (1) of 1972 on Competencies of the Ministries and Powers of the Ministers, and its amendments; - Federal Decree-Law no. (5) of 1975 on the Commercial Register; - Law no. (5) of 1985 promulgating the Civil Transactions Law of the United Arab Emirates, and its amendments; - Law no. (3) of 1987 promulgating the Penal Code, and its amendments; - Federal Law mo. (10) of 1992 promulgating the Law of Evidence in Civil and Commercial Transactions, and its amendments; - Federal Law no. (11) of 1992 promulgating the Civil Procedure Law, and its amendments; - Federal Law no. (35) of 1992 promulgating the Criminal Procedure Law, and its amendments; - Federal Law no. (18) of 1993 promulgating the Commercial Transactions Law, and its amendments; - Federal Law no. (29) of 1999 establishing the General Authority of Islamic Affairs and Endowments, and its amendments; - Federal Law no. (4) of 2000 on the UAE Securities and Commodities Authority and Market, and its amendments; - Federal Law no. (7) of 2002 on Copyrights and Neighbouring Rights, and its amendments; - Federal Law no. (8) of 2004 on the Financial Free Zones; - Federal Law no. (17) of 2004 on Anti-Commercial Concealment; - Federal Law no. (1) of 2006 on Electronic Commerce and Transactions, and its amendments; - Federal Decree-Law no. (4) of 2007 on the Establishment of the Emirates Investment Authority, and its amendments; - Federal Law no. (6) of 2007 on the Establishment of the Insurance Authority and Regulation of its Operations; - Federal Law no. (4) of 2012 on the Regulation of Competition; - Federal Law no. (4) of 2013 on the Regulation of the Notarial Profession, and its amendments; - Federal Law no. (12) of 2014 on the Regulation of the Auditing Profession, and its amendments; - Federal Law no. (2) of 2015 on Commercial Companies, and its amendments; - Federal Decree-Law no. (9) of 2016 on Bankruptcy, and its amendments; - Federal Law no. (14) of 2016 on Violations and Administrative Penalties in the Federal Government; - Federal Law no. (17) of 2016 on the Establishment of Mediation and Conciliation Centres for Civil and Commercial Disputes, and its amendments; - Federal Law no. (19) of 2016 on Anti-Commercial Fraud; - Federal Law no. (7) of 2017 on Tax Procedures; - Federal Decree-Law no. (8) of 2017 on the Value Added Tax (VAT); - Federal Law no. (6) of 2018 on Arbitration; - Federal Decree-Law no. (14) of 2018, on the Central Bank, the Regulation of the Financial www.lexismiddleeast.com Activities and Institutions, and its amendments; - Federal Decree-Law no. (20) of 2018 on the Criminalisation of Money Laundering and Combating the Financing of Terrorism and Illegal Organisations, and its amendments; and Based on the proposal made by the Minister of Economy and approved by the Council of Ministers, Hereby issued following Decree-Law: Title 1 General Provisions for Companies Chapter 1 Companies Article 1- Definitions In application of the provisions of this Decree-Law, the following terms and expressions shall have the meanings assigned against each, unless the context requires otherwise: State: The United Arab Emirates. Federal Government: The government of the United Arab Emirates. Local Government: Any of the Governments of the Member Emirates of the Federation. Ministry: The Ministry of Economy. Minister: The Minister of Economy. Central Bank: The Central Bank of the United Arab Emirates. Authority: The Securities & Commodities Authority. Competent Authority: The local authority having competence with regards to the affairs of companies in the relevant Emirate. Company: The commercial company. Special Purpose Acquisition Company (SPAC): A Public joint stock Company that the Authority has approved to classify as a Special Purpose Acquisition Company without any other purpose, in accordance with the provisions of the decision issued by the Authority in this regard. Special Purpose Vehicle (SPV): The Company established with the aim of separating the obligations and assets associated with a particular financing operation from the obligations and assets of the person who incorporated it, and used in credit operations, borrowing, securitisation, issuance of bonds, and transfer of risks associated with insurance, reinsurance, and derivatives operations, in accordance with the provisions of the decision issued by the Authority to regulate this activity. Governance: A set of controls, standards, and procedures that achieve corporate governance at the management level of the company in accordance with the international standards and practices, by determining the duties and responsibilities of Board Members and the executive management of the company, taking into account the protection of the rights of shareholders and stakeholders. Working Day: The official working days in ministries, government agencies, and local departments. Special Decision: The resolution issued by a majority vote of shareholders who own at least three-quarters of the shares represented in the general assembly meeting of the joint-stock company. Registrar: The Companies Registrar appointed by the Minister and who carries out his duties through the Companies Department at the Ministry. Markets: The securities and commodities markets licensed by the Authority to operate in the State. Securities: - Shares issued by Joint Stock Companies; - Derivatives and investment units as approved by the Authority; www.lexismiddleeast.com - Bonds, sukuk, and notes 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 regulation issued by the Authority; - Any other local or foreign securities acceptable to the Central Bank and the Authority. Public Subscription: Inviting any physical or juristic person or class or classes of persons to purchase any Securities. Securities Book Building: The process under which the price of the Security is determined upon its issue or sale in a Public Subscription, pursuant to the provisions of the decision issued by the Authority in this respect. Strategic Partner: The partner whose contribution to the company results in the provision of beneficial technical, financial, operational, or marketing support to the Company. Shares Register: The register that shows the shares owned by shareholders in Joint Stock Companies and the rights attached thereto. Shares Register Secretariat: The entity or entities licensed by the Authority to prepare a register for the shares of Private Joint Stock Companies. Board Member: Any member among the members of the Company’s board of directors, including the Chairman. Article 2- Objectives of the Decree-Law The present Decree-Law aims to contribute to the development of the working environment and the State’s capabilities and economic position in accordance with global changes as to regulating companies, especially those related to regulating Governance rules, protecting the rights of shareholders and partners, supporting the flow of foreign investment, and enhancing the social responsibility of companies. Article 3- Companies governed by the provisions of this Decree-Law The provisions of this Decree-Law, as well as the regulations and decisions issued in implementation thereof, shall apply to commercial companies established in the State; also, the provisions relating to foreign companies set forth in this Decree-Law, as well as the decisions and regulations issued in implementation thereof, shall apply to foreign companies that establish their head office in the State for the practice of any activity therein or establish a branch or representative office thereof in the State. Article 4- Companies exempt from the provisions of this Decree-Law 1- Save for the registration and renewal of registration in the exempt companies register at the Ministry, the Authority, and the Competent Authority, each within its own competencies, the provisions of this Decree-Law shall not apply to: a- Companies exempt under a Cabinet decision, where a special provision is stipulated to this effect in the Memorandum of Association or Statute thereof in accordance with the controls issued by the Council of Ministers. b- Companies wholly owned by the Federal or Local Government, or any of the institutions, bodies, agencies, or subsidiaries thereof, and any other companies wholly owned by those entities or their subsidiaries, where a special provision is stipulated to this effect in the Memorandum of Association or Statute thereof. c- Companies in which the Federal or Local Government, or one of the institutions, bodies, agencies, subsidiaries thereof or any companies in which any of them owns, directly or indirectly, at least (25%) of their capital and operating in the field of oil exploration, extraction, refining, manufacturing, marketing, and transportation, or operating in the energy sector of all kinds, or in the electricity and gas production or water desalination, transmission, and distribution, where a special provision to this effect is stipulated in the Memorandum of Association or Statute thereof. d- Companies exempt from the provisions of Federal Law no. (2) of 2015 on Commercial Companies, and its amendments, prior to the date of entry into force of the provisions of this Decree-Law, where a special provision is stipulated to this effect in the Memorandum of Association or Statute thereof. e- Companies exempt from the provisions of this Decree-Law by virtue of special federal laws. f- Special Purpose Acquisition Company (SPAC) without any other purpose, where a special provision is stipulated to this effect in the decision issued by the Authority regarding these companies. www.lexismiddleeast.com g- Special Purpose Vehicles (SPV), where a special provision is stipulated to this effect in the decision issued by the Authority to regulate this activity. 2- The companies stated in clause (1/b, c, d) of this article shall adjust their situation in accordance with the provisions of this Decree-Law if they sell or offer for Public Subscription any percentage of their share capital or list their shares in one of the financial Markets in the State. 3- The companies stated in clauses (1/f) and (1/g) of this article shall adjust their situation in accordance with the provisions of this Decree-Law and pursuant to the regulations or decisions issued by the Authority regarding such companies. Article 5- Companies operating in free zones 1- The provisions of this Decree-Law shall not apply to companies incorporated in the free zones of the State where a special provision to this effect is stipulated in the laws or regulations of the relevant free zone. Notwithstanding the foregoing, these companies shall be governed by the provisions of this Decree-Law if such laws or regulations permit them to conduct their activities outside the free zone in the State. 2- Subject to the provisions of clause (1) of this article, the Council of Ministers shall issue a decision specifying the conditions to be observed for the entry and registration of companies operating in the free zones of the State and wishing to conduct their activities inside the State and outside the free zones. Article 6- Corporate Governance 1- Notwithstanding the requirements of the Central Bank with regard to the financial institutions subject to its control and supervision, the Minister shall issue the decision regulating Governance for companies with the exception of Public Joint Stock Companies, in respect of which the Board of Directors of the Authority shall issue such decision. The Governance decision shall include the rules, controls, and provisions that the companies shall comply with. 2- The Company’s board of directors or managers, as the case may be, shall be responsible for implementing the Governance rules and standards. Article 7- Breach of Governance rules The Governance decisions provided for in clause (1) of Article (6) shall include the fines determined by the Ministry or the Authority, each within its own competencies, to be imposed on companies, their chairmen, Board Members, managers, and auditors in case of violating such decisions, provided that the amount of the fine does not exceed (10,000,000) ten million dirhams. Article 8- Definition of a Company 1- A Company is a contract whereby two or more persons undertake to participate in a profit-making project by contributing a share in the capital or performing a specific work and sharing any profit or loss resulting therefrom. 2- The economic project provided for in clause (1) of this article shall include every commercial, financial, industrial, agricultural, real estate, or other kinds of economic activity. 3- As an exception to clause (1) of this article, a Company may be incorporated or owned by one single person in accordance with the provisions of this Decree-Law. Article 9- Forms of Companies 1- The Company shall take one of the following forms: a- Joint Liability Company. b- Limited Partnership Company. c- Limited Liability Company. d- Public Joint Stock Company. e- Private Joint Stock Company. 2- Any company that does not take on any of the forms provided for in the preceding clause shall be considered null and void, and the persons who concluded contracts or transactions in its name shall be held severally and jointly liable for the obligations arising therefrom. www.lexismiddleeast.com 3- Any company incorporated in the State shall hold the nationality thereof. Nevertheless, this shall not necessarily entail that said company enjoys rights limited to UAE nationals. Chapter 2 Incorporation and Management of the Company Article 10- Activities with strategic impact 1- By virtue of a Cabinet decision, based on the proposal of the Minister, a committee shall be formed which members include the representatives of the competent authorities, and shall be concerned with proposing the activities with strategic impact, as well as the necessary controls for licensing companies that carry out any of these activities. 2- The Council of Ministers, based on the recommendation of the committee stipulated in clause (1) of this article, shall issue a decision defining the activities with strategic impact and the controls for licensing any such companies. 3- Notwithstanding the competencies conferred thereupon by the Council of Ministers in accordance with clause (2) of this article, the Competent Authority shall have the following powers: a- Determining a certain percentage of the nationals’ participation in the capital or boards of directors of all companies incorporated within the scope of its competencies. b- Approving the applications for the incorporation of companies and determining the fees payable according to the controls approved by the Council of Ministers and provided for in clause (2) of this article, subject to the provisions stipulated in this Decree-Law regarding Joint Stock Companies. 4- The Council of Ministers may, at the request of the Ministry or the concerned authority, or the Competent Authority, as the case may be, exempt any Company whose activities are regulated under a special legislation, from any condition or text relating to the percentage of nationals' ownership or participation in the management of that Company. Article 11- Conducting the activity 1- The Company shall obtain all the approvals and licences required for the activity to be conducted by the Company in the State before commencing to practice its activity. 2- The Council of Ministers shall issue a decision determining the formation and qualifications of the members of the Internal Sharia Control Committees and the Sharia Controller of companies incorporated inside the State and conducting their activities in accordance with the provisions of the Islamic Sharia. The said decision shall determine the work controls of such committees. Following their incorporation and prior to the commencement of their activities, such companies shall obtain the approval of the Internal Sharia Control Committees. 3- Only Public Joint Stock Companies may engage in banking and insurance business, unless otherwise provided by the special laws regulating these activities or the decisions issued pursuant thereto. Article 12- The Company’s name 1- The Company shall have a trade name that does not violate the public order of the State, and this name shall be followed by the legal form of the Company. No Company may be registered under a name previously registered in the State or under any similar name to an extent that may lead to confusion. 2- The Company may change its name into another name by virtue of a Special Decision issued by its general assembly and the like, as approved by the Competent Authority and as acceptable to the Registrar. The change of the name of the Company shall not prejudice its rights or obligations or the legal proceedings brought by or against the Company. Any legal proceedings that have already been brought or initiated by or against the Company shall also continue in respect of the modified name of the Company. Article 13- The Company's address and correspondence 1- Every Company shall have an address registered with the State and to which notices and correspondences shall be dispatched. www.lexismiddleeast.com 2- All contracts, documents, correspondences, and applications forms issued by the Company shall bear its name, legal form, registration number, and address and, if the share capital of the Company is added to such particulars, the amount of the paid share capital shall be stated. 3- If the Company is under liquidation, a notation to this effect shall be made in the Company’s documents. Article 14- Drafting the Memorandum of Association 1- The Memorandum of Association of a Company and each amendment thereto shall be made in Arabic and authenticated by the Competent Authority, otherwise, the Memorandum of Association or the amendment thereto shall be deemed null and void. If the Memorandum of Association is drawn up in a foreign language in addition to Arabic, the Arabic text shall be adopted and applicable in the State, and the authentication shall be made by the Competent Authority in attendance in person or by way of an electronic signature as specified by the Competent Authority to this effect, without prejudice to the authentication thereof by a notary public in the cases specified by a decision of the Competent Authority in this regard. 2- The partners may uphold against each other the nullity arising from the failure to draft in writing the Memorandum of Association or the amendment thereto, or the failure to authenticate the same. However, the partners may not invoke such nullity against third parties. 3- If the nullity of the Company is adjudicated based on the request of a partner, such nullity shall have no effect except as of the date on which such ruling becomes final. Article 15- Registration of the Memorandum of Association of the Company with the Competent Authority 1- In order to be valid, a Company's Memorandum of Association and any amendment thereto shall be entered in the Commercial Register at the Competent Authority. 2- If the Memorandum of Association is not registered as set out in clause (1) of this article, it shall not be enforceable against third parties. If the non-registration is limited to one or more of the details required to be registered, only such non-registered details shall not be enforceable against third parties. 3- The companies shall notify the Competent Authority and the Registrar in writing within 15 (fifteen) Working Days upon any amendment or change to the registered particulars of the Company, including its name, address, share capital, number of shareholders or legal form. 4- The managers or Board Members of the Company, as the case may be, shall be jointly liable to indemnify the damage suffered by the Company, the shareholders, or third parties due to the non-registration of the Memorandum of Association or any amendments thereto in the Commercial Register with the Competent Authority. Article 16- Proving the existence of the Company’s Memorandum of Association by third parties 1- A third party may prove the existence of the Memorandum of Association of the Company or any amendment thereto by all means of proof. Such third party may also uphold the existence or nullity of the Company against the partners. 2- If the nullity of the Company is ruled based on a third-party request, the Company shall be deemed void ab initio against such third party. Persons who have concluded contracts with said third party in the name of the Company shall be severally and jointly liable for the obligations arising from such contract. 3- In all cases where the nullity of the Company is ruled, the conditions set forth in the Memorandum of Association shall apply to the liquidation of the Company and the settlement of the rights of the shareholders against each other. The debtors of the Company may not request or uphold the nullity in order to be discharged from their debts towards the Company. Article 17- Nature of the share provided by a partner 1- The capital of the Company shall consist of cash or in-kind contributions with an estimated value or either of them. 2- The partner shall not contribute by his work, unless he is a joint partner. Also, the partner’s contribution may not consist of his reputation or influence. Article 18- Rules governing contribution to the Company www.lexismiddleeast.com 1- If the partner’s contribution consists of a property right or any other in-kind rights whose ownership is transferred to the Company, such partner shall be held liable, in accordance with the applicable rules as regards the contract of sale, for the transfer of ownership and the guarantee of the share, in cases of loss, maturity, or emergence of a defect or deficiency therein, unless otherwise agreed upon. 2- If the contribution consists of the mere usufruct of a property, the provisions applicable to the lease contract shall apply to such matters as set out in clause (1) of this article, unless otherwise agreed upon. 3- If partner’s contribution consists of debts payable by third parties or other in-kind rights, such partner's liability shall not be discharged towards the Company until after settlement of these debts. Moreover, the partner shall be liable to indemnify the damage to the Company if the debts are not repaid upon falling due. 4- Notwithstanding the provisions of the Law on Copyrights and Neighbouring Rights and the Law on the Regulation and Protection of Industrial Property Rights for Patents and Industrial Designs and Models, and unless otherwise agreed upon, should the partner’s contribution consist of his work, any gain generated from the work shall be the right of the Company unless the partner has acquired this gain from a patent right. Article 19- Failure to contribute to the Company 1- If a partner undertakes to contribute to the Company’s capital in the form of an amount of money, and defaults in paying such amount or his contribution consists of debts due by third parties and said debts are not repaid, the said partner shall be liable to the Company for any obligations arising in consideration of his contribution to the Company. 2- A partner shall be liable to the Company for the difference, if any, between the amount of money or value of the contribution made by him to the Company and the amount of money or value of such other contribution set out in the register of partners, and which the partner should have made in accordance with the provisions of this DecreeLaw. Article 20- Execution against anything in lieu of the share 1- Personal creditors of a partner may not recover their rights out of the share of the debtor partner in the Company's capital. However, they may claim their rights from the debtor’s share in the Company’s profits. If the Company is terminated, the creditors’ rights shall be paid from the partner’s share in the remaining assets thereof upon termination of the Company’s liquidation. 2- If partner’s contribution in the Company consists of shares, then the creditors thereof may, in addition to the rights set out in clause (1) of the present article, file a lawsuit before the competent court to sell these shares and subsequently recover his debt out of the sale proceeds. Article 21- Legal personality of the Company 1- The Company shall acquire a legal personality in accordance with the provisions of this Decree-Law and the decisions issued hereunder, as of the date of its entry in the commercial register at the Competent Authority. 2- The Company under incorporation shall be considered as having a legal personality during the period of its incorporation to the extent necessary therefor. The Company shall be bound by the acts of its founders in connection with the incorporation procedures and requirements during the incorporation period, provided that such incorporation be completed in accordance with the provisions of this Decree-Law. 3- Upon its dissolution, the Company shall be considered under liquidation. During the liquidation period, the Company shall maintain its legal personality to the extent necessary therefor. The expression "Under Liquidation” shall be added to Company’s name in a clear manner. 4- Subsidiaries of Holding Companies shall enjoy a legal personality and shall have their own independent financial liability. Article 22- Duties of the Company’s managing director The Company’s managing director shall preserve the rights thereof and act with due care. Also, he shall carry out all acts that are consistent with the object of the company and within the limits of the powers vested in him by virtue of an authorisation issued by the Company to this effect. Article 23- Liability of the Company for the acts of its managing director www.lexismiddleeast.com The Company shall be bound by any act or conduct arising out of its managing director upon conducting the affairs of management in a usual manner. The Company shall also be bound by any act of any of its employees or agents authorised to act on behalf of the Company, and whereby a third party relies thereon in its dealing with the Company. Article 24- Exemption from liability Subject to the provisions of this Decree-Law, any provision in the Memorandum of Association or Statute of the Company authorising it or any of its subsidiaries to agree to exempt any person from any personal liability that such person bears in his capacity as a current or former officer of the Company shall be deemed null and void. Article 25- Protection of persons dealing with the Company 1- The Company may not uphold the absence of its liability towards persons dealing with it, on the ground that the entity authorised to manage the Company was not duly appointed in accordance with the provisions of this Decree-Law or the Statute of the Company, so long as the acts thereof are within the usual limits of entities assuming the same position in companies that conduct the same type of activity as the Company. 2- To enjoy protection, a person dealing with the Company shall be a bona fide party. A person shall not be deemed as acting in good faith if he previously knew or could have known, based on his relationship with the Company, the aspects of deficiency in the act or work intended to be upheld against the Company. Article 26- Accounting registers 1- Every Company shall keep accounting registers showing its transactions so as to accurately reveal at any time its financial position and enable the partners or shareholders to make sure that the Company’s accounts are kept in accordance with the provisions of this Decree-Law. 2- Every Company shall keep its accounting registers in its head office for a period of at least (5) five years from the end of the fiscal year of the Company. 3- The Company may keep an electronic copy of the original of the documents and registers kept and deposited therewith in accordance with the controls issued by a decision of the Minister. Article 27- Accounts of the Company 1- Every Joint Stock Company or Limited Liability Company shall have one or more auditors to audit the accounts of the Company on a yearly basis. The remaining forms of companies may appoint an auditor in accordance with the provisions of this Decree-Law. 2- The Company shall prepare annual financial accounts including the balance sheet and the profit and loss account. 3- The Company shall apply the International Accounting Standards and Practices upon preparing its periodical and annual accounts, to give a clear and accurate idea of the profits and losses thereof. 4- Every partner or shareholder in any Company may, based on a written request he submits, 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 from the date of its filing. Article 28- Fiscal year of the Company 1- Every Company shall have a fiscal year as determined in its Statute, provided that the first fiscal year of the Company does not exceed (18) eighteen months and is not less than (6) six months, commencing as of the date of the Company’s entry in the Commercial Register at the Competent Authority. 2- The subsequent fiscal years shall consist of consecutive periods, each of (12) twelve months commencing directly upon the expiry of the preceding fiscal year. Article 29- Distribution of the profits and losses 1- If the Company's Memorandum of Association does not specify the share of a partner in the profits or losses, the said share shall be pro rata to his contribution in the capital. If the Memorandum of Association specifies only a partner's share in the profits, his share in the losses shall be equal to his share in the profits and vice versa. www.lexismiddleeast.com 2- If a partner's share is limited to his work, the Company's Memorandum of Association shall specify his share in the profits and losses. If the partner has made a cash or in-kind contribution in addition to his work, he shall have a share in the profits and losses for his work and another share for his cash or in-kind contribution. 3- A Company's Memorandum of Association depriving a partner of the profits or exempting him from sharing the losses, or granting him a fixed percentage of profits, shall be deemed null and void. 4- It may be agreed to exempt a partner whose contribution consists only of his work from sharing the losses, provided that a remuneration has not been determined 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 whomever is acting on its behalf shall be liable for such procedure towards the partners or shareholders and the creditors of the Company. 2- If the Company distributes any profits to a partner or shareholder in violation to the provisions of this DecreeLaw and the decisions issued hereunder, such partner or shareholder shall return any profits he received in violation of these provisions. The Company's creditors may claim such partner or shareholder to return the profits he has received, even if he is a bona fide party. 3- Partners or shareholders shall not be deprived of the true profits that they have received even if the Company sustains losses during the following years. Article 31- Issuing Securities Subject to the provisions of Article (4) of this Decree-Law, only Joint Stock Companies may issue negotiable shares, bonds, or sukuk. Article 32- Offering Securities for Public Subscription No Company, other than a Public Joint Stock Company, may offer any Securities for Public Subscription. In all cases, no Company, entity, physical or juristic person incorporated or registered inside the State or in the free zones or abroad may publish any advertisements in the State, including the invitation for Public Subscription in Securities without the prior approval of the Authority. Chapter 3 Companies’ Registrar Article 33- Regulating the activities of the Registrar The Minister shall, in coordination with the Competent Authority, issue the regulation for the activities of the Registrar. Article 34- Notifying the Registrar with the Company’s data The competent authorities shall notify the Registrar of a statement in respect of the companies registered therewith, including the Company’s name, activity, capital, commercial licence, and any other data, information, or documents requested by the Registrar. Article 35- Controls for the registration of trade names The competent authorities shall set the necessary controls for the registration of trade names, while ensuring that the trade names of companies are not similar to an extent that may lead to confusion, and they shall provide the Registrar with any updates or amendments relating to the companies registered with them. Article 36- The Registrar’s preservation of a Company’s Documents The Minister shall issue a decision: 1- Determining the period during which the Registrar shall keep documents and upon expiry of which such documents may be destroyed. www.lexismiddleeast.com 2- Regulating the submission of documents to the Registrar via the electronic means of communication and any other means. This decision shall include provisions ensuring effective linkage between the registers kept by the Registrar and those kept by the Competent Authority. Article 37- Access to registers kept by the Registrar Subject to the provisions of this Decree-Law, the interested parties may request the Registrar to issue: 1- A copy of the particulars set out in the registers kept by the Registrar. 2- A certificate by the Registrar or the Competent Authority, including some of the particulars contained in such registers. Article 38- Fees payable to the Ministry and the Authority Based on a proposal made by the Minister and in coordination with the Ministry of Finance, the Council of Ministers shall issue a decision determining the fees payable by the companies for any activities conducted by the Ministry and the Authority within the scope of application of the provisions of this Decree-Law. Title 2 Partnerships Chapter 1 Joint Liability Company Article 39- Definition of the Company A Joint Liability Company is a Company which consists of two or more physical partners, to be severally and jointly liable in all their personal assets for the company’s obligations. Article 40- Capacity of the partners A joint partner shall have the capacity of a trader and shall be deemed practising commercial activities in the name of the Company. The adjudication of bankruptcy of a Joint Liability Company shall entail the adjudication of bankruptcy of all the partners ipso jure. Article 41- Name of the Company 1- The name of a Joint Liability Company shall consist of the name(s) of one or more partners in addition to the expression (& Co.) or any similar meaning, provided that the name of the Company is followed by the expression "Joint Liability Company". Moreover, the Company shall have its own trade name. 2- If the name of a Joint Liability Company includes the name of a person who is not a partner in the Company, with his knowledge thereof, said person shall be jointly liable for the Company's obligations toward any bona fide person who has dealt with the Company. Article 42- Memorandum of Association of the Company 1- A Joint Liability Company's Memorandum of Association shall include the following data: a- The full name, nationality, date of birth, and place of residence of each partner; b- The Company’s name, address, and trade name, if any, and the object for which it was incorporated; c- The Company’s head office and branches, if any; d- The Company’s capital and ownership interests of every partner and the estimated value of such shares, the means by which they are evaluated and the date of their maturity; e- The Company’s commencement and expiry date, if any; f- The method by which the Company is to be managed, with the names of those persons authorised to sign on behalf of the Company and the extent of their powers; g- The fiscal year’s commencement and expiry date; h- The percentage of profits and losses distribution; www.lexismiddleeast.com i- The conditions of assignment of ownership interests in the Company, if any. 2- If the Company’s Memorandum of Association contains the name(s) of the manager(s), the full name, nationality, place of residence, and powers of each such manager shall be stated. Article 43- Incorporation procedures The Joint Liability Company shall be incorporated and registered as follows: 1- The Competent Authority shall determine the data and documents required for the incorporation of the Company and shall issue a form for the application for incorporation in accordance with the provisions of this Decree-Law. 2- The application for incorporation shall be submitted to the Competent Authority, together with the required documents for the licence and registration procedures. 3- The Competent Authority shall instruct the applicant to complete the data and documents necessary to be submitted or to make any amendments to the Memorandum of Association of the Company to become consistent with the provisions of this Decree-Law and the decisions issued hereunder. 4- The Competent Authority shall issue its decision on the application for incorporation of the Company within no later than (5) five Working Days from the date of its filing, the completion of the data and documents, or the required amendments. If the application is rejected, such rejection shall be grounded. 5- If the Competent Authority rejects the application or the period set forth in clause (4) of this article expires without a decision, the applicant may file a grievance before the director-general of the Competent Authority or his representative within (15) fifteen Working Days. If the grievance is rejected or has not been adjudicated within (15) fifteen Working Days from the date of its filing, the applicant may file an appeal before the competent court within (30) thirty days from the date of his notification of the rejection or the expiry of the abovementioned period, as the case may be. 6- If the application for incorporation is accepted, the competent court shall enter the Company in the commercial register and issue a commercial licence for the Company. 7- The Company shall, within (5) five Working Days from the date of issuance of the commercial licence, provide the Registrar with a copy of the commercial licence and Memorandum of Association of the Company for publication in accordance with the conditions issued by the Minister in this respect. Article 44- Data and documents required to be kept The Joint Liability Company shall maintain at its head office: 1- A register including the names and addresses of the partners; 2- A copy of the Memorandum of Association of the Company and any amendments thereto; 3- A statement of the cash amounts and the nature and value of any assets contributed by each partner and the dates of such contributions; and 4- Any data, documents, or other records required to be provided under the provisions of this Decree-Law and the decisions issued in implementation thereof. Article 45- Management of the Company 1- The management of the Joint Liability Company shall be undertaken by all the partners. Every partner in a Joint Liability Company shall be deemed as the agent of such Company and the other partners in connection with the business of the Company unless such management is entrusted under the Memorandum of Association of the Company or an independent contract to one or more partners or to any person who is not a partner. 2- A partner who is not a manager may not interfere in the management affairs of the Company, unless otherwise agreed upon. However, such partner may request to inspect the Company’s works, books, and documents, and to express observation thereon to the manager of the Company. 3- Decisions in connection with the Company’s business shall be issued with the unanimous consent of the partners unless the Memorandum of Association of the Company provides otherwise. Article 46- Works in competition with the Company’s activity www.lexismiddleeast.com 1- A joint partner may not, without the written consent of the remaining partners, carry out for his own account or for the account of third parties, any activity competing with the activity of the Company, nor may he be a joint partner in another Company. 2- If a partner in a Joint Liability Company carries out, without the consent of the remaining partners, an activity of a nature similar to and competing with the activity of the Company, such partner shall return to the Company all the profits he has generated from such activity. Article 47- Dismissal of the manager 1- If the manager is a partner and appointed under the Memorandum of Association, he may only be dismissed with the unanimous consent of the remaining partners or by a judgment rendered by the competent court. 2- If the manager is a partner and appointed under a contract independent from the Memorandum of Association of the Company, or if he is not a partner, whether appointed under the Memorandum of Association or under an independent contract, he may be dismissed under a decision passed by the majority of the partners or by a judgment of the competent court. 3- The dismissal of the manager in the instances set out in the preceding two clauses shall not result in the dissolution of the Company unless the Memorandum of Association provides otherwise. Article 48- Resignation of the manager A manager, whether he is a partner or not, may resign from his office, provided that he notifies the partners in writing of his resignation at least (60) sixty days from the effective date of such resignation, unless his appointment contract provides otherwise, otherwise, he shall be liable to compensation, and his resignation shall not result in the dissolution of the Company unless the Memorandum of Association provides otherwise. Article 49- Acts prohibited to be carried out by the manager A manager may not carry out acts exceeding the ordinary management work except with the consent of all partners or by explicit provision in the Memorandum of Association. This prohibition applies in particular to the following acts: 1- Making donations other than small ordinary donations governed by the commercial practice; 2- Selling the Company's real estate unless such transaction falls within the objectives of the Company; 3- Mortgaging the Company's real estates or assets, even if the manager was authorised to sell its real estates under the Company's Memorandum of Association; 4- Securing obligations of third parties; 5- Selling, mortgaging, or leasing the Company's store. Article 50- The manager’s conclusion of contracts for his own account 1- The manager may not conclude a contract with the Company for his own account or for the account of his relatives up to the second degree except with the written permission of all the partners to be granted for each case separately. 2- The manager may not carry out an activity similar to that of the Company except with the written permission of all the partners to be renewed annually. Article 51- Liability of the manager The manager shall be liable for the damage sustained by the Company, the partners, or third parties due to the violation of the provisions of the Company’s Memorandum of Association or his appointment contract or due to any negligence or error committed by the manager upon performance of his job or due to his failure to carry out his work with due care. Any condition to the contrary shall be deemed null and void. Article 52- Liability of multiple managers 1- Where there are multiple managers and no particular competency is assigned to each of them, the single manager shall be liable only for the works within the scope of his own competencies. If there are multiple managers and it is stipulated that they shall undertake the management collectively, their decisions shall be valid only if issued unanimously or by the majority provided for in the Memorandum of Association of the Company. However, the www.lexismiddleeast.com Memorandum of Association may stipulate that each manager may carry out the urgent actions on his own, failure of which may result in substantial losses or loss of profits for the company. 2- Where there are multiple managers and no particular competency is assigned to each of them in the Memorandum of Association and it is not stipulated that they shall undertake the management collectively, each of them may individually undertake any of the management operations, provided that the remaining managers have the right to object to such operations before they are completed. In such case, the majority votes of the managers shall be the rule, and in the case of a tie, the matter shall be referred to the partners for decision and their decision shall be final. 3- The multiple managers shall act with due care in the performance of their works. Article 53 - Liability of the Company The Joint Liability Company shall be liable towards third parties for damages arising from the acts of any partner carried out with the consent of the remaining partners or upon carrying on the usual business of the Company. Article 54- Joining partner Where a partner joins the Company, he shall be jointly liable along with the remaining partners, and in all his personal assets, for all the Company’s former obligations prior to joining the Company, provided that the Company has already disclosed such obligations to said partner. Also, he shall be jointly liable along with the other partners, and in all his personal assets, for the obligations of the Company after joining it. Any agreement between the partners to the contrary shall not be enforceable against third parties. Article 55 - Withdrawing partner 1- Unless the Memorandum of Association of the Company stipulates otherwise, a partner may withdraw from a Joint Liability Company by virtue of a written agreement with the remaining partners. In the event of disagreement, the partner may file a lawsuit before the competent court to obtain a judgment of withdrawal, provided that the remaining partners be notified thereof by registered mail at least (60) sixty days from the date he set for the withdrawal. The Company shall be entitled to claim any compensation from the withdrawing partner, if justified. 2- The withdrawing partner shall remain jointly liable with the other partners in the Company for the Company’s debts and obligations prior to his withdrawal and shall be considered jointly liable along with the remaining partners therefor, in all his personal assets. 3- A partner withdrawing from the Company shall not be discharged from the obligations borne by the Company upon his withdrawal, unless such withdrawal is entered in the Commercial Register and published in two daily newspapers, one of them to be issued in Arabic, (30) thirty days following the date of completion of the last procedure. 4- If the Company consists of two partners and one of them withdraws therefrom, the other partner may, within (6) six months from the date of entering the withdrawal in the commercial register, admit one or more new partners in the Company instead of the withdrawing partner; otherwise, the Company shall be deemed dissolved ipso jure. Article 56- Assignment of shares 1- Ownership interests in the Joint Liability Company may not be assigned, except with the consent of all partners and subject to the restrictions set out in the Memorandum of Association of the Company. The assignee shall not become a partner in the Company except after registration of the assignment at the Competent Authority and notification of the Registrar thereof. 2- Any agreement providing for the unconditional transfer of ownership interests shall be deemed null and void. However, a partner may transfer rights related to his ownership interests in the company to third parties, and such agreement shall be enforceable only between its parties. Article 57- Rights of the deceased partner Unless the partners agree otherwise, the amount payable by the remining partners for the ownership interests of the deceased partner shall be deemed a debt payable from the date of dissolution of the Joint Liability Company or from the date of death of the partner, whichever is earlier. Article 58- The Company’s transactions after expiry of its term or completion of its object www.lexismiddleeast.com 1- The rights and obligations of the partners in a Joint Liability Company shall remain valid if the Company continues upon the expiry of its term or completion of the object for which it was incorporated. 2- If a bona fide third party continues to deal with one or more joint partner after amendment of the Memorandum of Association of the Company or the decision of its dissolution, believing that the Company is still existing, such partner shall be liable towards third parties prior to the amendment of its Memorandum of Association or the decision of its dissolution. The publication of the announcement in at least two local daily newspapers, one of them to be issued in Arabic, shall be deemed a sufficient notice to the persons who dealt with the Joint Liability Company prior to the date of its dissolution or prior to the announcement of the amendment to its Memorandum of Association. Article 59- Mutual obligations of the Company and the partners Without prejudice to the provisions of the Memorandum of Association of the Joint Liability Company, the following shall be taken into consideration: 1- The Company’s obligation to settle any amounts that the partner has personally paid on behalf of the Company to enable the Company to carry out its usual work or to maintain its assets and activities. 2- The partner’s obligation to compensate the Company for any benefit he has obtained upon performance of any work relating to the Company or use of its property, name, or trademarks without the approval of the Company. Article 60- Execution against the assets of the partner Execution may not be conducted against the assets of the partner for the obligations of the Company unless after obtaining a writ of execution against the Company, serving a payment notice thereto, and its failure to make such payment. The writ of execution against the Company shall be enforceable towards the partner. Article 61- Profits and losses 1- The profits and losses and the share of each partner in the Company shall be determined at the end of the Company's fiscal year in accordance with 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 as soon as this share is determined. Any deficit in the capital due to losses shall be made up from the profits of the subsequent years unless there is agreement to the contrary. Otherwise, a partner shall not be bound to make good any deficit resulting from losses in the Company’s capital, from his share therein except with his approval. Chapter 2 Limited Partnership Company Article 62- Definition of the Company A Limited Partnership Company is a Company which consists of one or more joint partners, having the capacity of traders, who shall be liable, severally and jointly, for the partnership’s obligations, and one or more silent partners who shall not be liable for the partnership’s obligations except to the extent of their contribution to the partnership’s capital. Silent partners shall not have the capacity of a trader. Article 63- Capacity of the silent partner Any physical or juristic person may be a silent partner in a Limited Partnership Company. Article 64- Name of the Company 1- The name of a Limited Partnership Company shall consist of the name of one or more of the joint partners with an indication as to its legal form. The Company may have its own trade name. 2- The name of a silent partner may not be included in the name of the Company. If the name of a silent partner name is stated therein with his knowledge thereof, he shall be deemed as a joint partner vis-à-vis bona fide third parties Article 65- Memorandum of Association of the Company www.lexismiddleeast.com 1- The provisions relating to the Joint Liability Company shall apply to a Limited Partnership Company subject to the provisions of this Chapter in connection with the silent partner. 2- The Memorandum of Association of a Limited Partnership Company shall include a statement of the names of the joint partners and the silent partners. If such partners are not identified in the Memorandum of Association, the Company shall be deemed as a Joint Liability Company and all the partners shall be deemed as joint partners. 3- The contribution of a silent partner in a Joint Liability Company may not consist of his work. Article 66- Management of the Company The management of the Company shall be undertaken exclusively by the joint partners. Decisions shall be passed by the unanimous consent of the joint partners unless the Memorandum of Association of the Company provides for a majority of votes. No change in the nature of the business of the Company or amendment to its Memorandum of Association shall be deemed valid without the consent of all the joint and silent partners. Article 67- Borrowing by the Company 1- A silent partner in a Limited Partnership Company shall have all the rights and powers of a partner in a Joint Liability Company and shall be governed by all the conditions, restrictions, and obligations imposed on the partner in the Joint Liability Company. 2- A loan or any other undertaking made by the joint partner in the name of the Company or for its account shall be deemed as the obligation of the Company itself. Article 68- Rights of the silent partner 1- A silent partner shall have the same rights as a joint partner in connection with the following: a- Lending the Company and concluding transactions therewith, subject to the consent of all the joint partners. b- Inspecting and obtaining copies or extracts of the Company’s books and registers at all times during the official working hours of the Company. c- Obtaining complete and accurate information on all the Company’s work and a formal statement thereon. d- Carrying out any of the works set forth in clause (1/a) of this article in person or through other partners or third parties, provided that this does not cause damage to the Company. 2- Upon application of the provisions of this article, a silent partner shall not be deemed participating in the management of a Limited Partnership Company upon conducting any of the Company’s internal regulatory affairs and shall not be jointly liable for the debts of the Company towards a bona fide third party. Article 69- Management affairs 1- A silent partner may not interfere in the management affairs related to third parties; however, he may request a copy of the profit and loss account and the balance sheet and verify the contents thereof by inspecting the books and documents of the Company in person or by any person acting on his behalf from the partners or third parties, provided that this does not cause damage to the Company. 2- If a silent partner violates the prohibition provided for in clause (1) hereabove, he shall be liable in all his assets for the obligations arising from his acts. 3- A silent partner may be deemed liable in all his assets for all the obligations of the Company if his management acts may lead third parties to believe that he is a joint partner. In such event, the provisions concerning the joint partners shall apply to the silent partner. 4- Should a silent partner conduct any of the prohibited management acts under an explicit or implicit authorisation by the joint partners, such partners shall be jointly liable for the obligations that may arise from such acts. Article 70- Assignment of partnership interests A silent partner may not assign his partnership interest in the Company to a third party, in full or in part, without the consent of all the partners or by the majority stipulated in the Memorandum of Association of the Company. The assignee shall not become a partner of the Company except after the registration of such assignment with the Competent Authority and notification of the Registrar thereof. www.lexismiddleeast.com Title 3 Limited Liability Company Chapter 1 Incorporation of the Limited Liability Company Article 71- Definition of the Company 1- A Limited Liability Company is a company that consists of a number of partners that is not less than (2) two and not more than (50) fifty, and each of them shall only be liable only to the extent of his share in the capital. 2- It is permissible for one physical or juristic person to incorporate and own a Limited Liability Company. The owner of the capital thereof shall be liable only for the obligations of the Company to the extent of the capital set out in its Memorandum of Association. The provisions of the Limited Liability Company contained in this Decree-Law shall apply to said person to the extent that does not contradict its nature. Article 72- Name of the Company 1- A Limited Liability Company shall have a name derived from its object or from the name(s) of one partner or more, provided that the name is followed by the expression "Limited Liability Company" or in short "LLC". In the event of a "Sole Proprietorship", the name of the Company shall be followed by the expression " Limited Liability (Sole Proprietorship)". Based on the Minister's proposal, the Council of Ministers may issue a decision regarding the procedures for incorporating and managing a sole proprietorship with “limited liability” in accordance with its nature. 2- If the manager - or managers - violates the provision of clause (1) of this article, such manager(s) shall be jointly liable and in their personal assets, for the obligations of the Company, and for payment of compensation, if justified. Article 73- Memorandum of Association of the Company and procedures for its incorporation 1- A Limited Liability Company shall be incorporated as set forth in Articles (42) and (43) of this Decree-Law. 2- The Memorandum of Association shall determine the methods for settling disputes arising from the Company's work, whether between the Company and any of its managers or between the partners thereof. Article 74- Register of the partners of the Company 1- The Company shall prepare at its head office a special register of the partners, including: a- The full name, nationality, date of birth, and place of residence of every partner and, if the partner is a juristic person, the address of its head office; b- The transactions effected on membership interests and the dates of such transactions. 2- The managers of the Company shall be liable for such register and for the validity of its particulars. The partners and any interested party shall have the right to inspect such register. 3- The Company shall dispatch to the Competent Authority and the Registrar in January of every year the particulars entered in the Partners Register, as well as any changes made therein during the last fiscal year. Article 75- Increase of the number of partners 1- If, at any time after the incorporation of the Company, the number of the partners exceeds the maximum limit prescribed for in Article (71) of this Decree-Law, the manager or managers, as the case may be, shall notify the Competent Authority within (30) thirty days from the date of such increase. 2- Save for the transfer of ownership of the interest of a partner by way of inheritance or a court ruling, the Company shall adjust its situation within (3) three months from the date of the notice. The Competent Authority may extend such period for another period of three months, otherwise, the Company shall be deemed terminated. The partners shall be severally and jointly liable in their personal assets for the debts and obligations of the Company as of the date of increase of the number of the partners. www.lexismiddleeast.com 3- The provisions of clause (2) of this article shall not apply to the partners who prove their lack of knowledge of such increase or their objection thereto. Article 76- Capital of the Company 1- The Company shall have a sufficient capital to achieve the object of its incorporation and the capital shall consist of shares equal in value. Based on the proposal of the Minister in coordination with the competent authorities, the Council of Ministers may issue a decision determining the minimum limit of the capital of the Company. 2- Contributions may be in cash and/ or in kind and shall be paid in full at the time of incorporation. 3- Contributions in cash shall be deposited with a bank operating in the State. The bank may not pay such contributions other than to the managers of the Company after providing evidence as to the Company’s registration with the Competent Authority within the limits prescribed in the manager’s appointment contract. Article 77- Indivisibility of the partners’ membership interest The membership interests in the Limited Liability Company shall be indivisible. If a membership interest is owned by several persons without appointing their representative before the Company, the partner whose name appears first in the Memorandum of Association shall be the representative of such partners. The Company may set a time limit for the selection and shall have the right after the expiry of the time limit, to sell the membership interests for the account of their owners, in which case the partners shall have the pre-emptive right to purchase them. Unless agreed otherwise, if the pre-emptive right is used by more than one partner, the membership interests shall be divided among them pro rata to their respective contributions in the capital. Article 78- Valuation of contributions in kind 1- Partners in a Limited Liability Company may provide contributions in kind in return for their membership interest in the Company. 2- The contribution in kind shall be evaluated at the expense of the person who provides it, by one or more financial consultants approved by the Authority and selected by the Competent Authority, otherwise, the valuation shall be deemed null and void. 3- The Competent Authority may discuss and object to the evaluation report and appoint another assessor, as required, at the expense of the partners providing such contributions. 4- Notwithstanding the provisions of clause (2) of this article, the partners may agree on the value of the contribution in kind. In such event, such value shall be approved by the Competent Authority. The partner providing such contribution shall be liable towards third parties for the correct valuation thereof in the Memorandum of Association. If, however, the contributions in kind are overvalued, the partner providing the contribution shall pay the difference in cash to the Company. Article 79- Assignment or mortgage of a partner’s membership interest in the Company 1- A partner may assign or mortgage his membership interest in the Company to another partner or to a third party. Such assignment or mortgage shall be made in accordance with the terms of the Memorandum of Association of the Company under an official authenticated document, pursuant to the provisions of this Decree-Law. Such assignment or mortgage shall not be enforceable towards the Company or third parties except from the date of its entry in the commercial register with the Competent Authority. 2- The Company may not refrain from entering such assignment or mortgage in the register unless the assignment or mortgage violates the provisions of the Memorandum of Association or this Decree-Law. Article 80- Procedures for the assignment of a partner’s membership interests in the Company 1- If a partner wishes to assign his membership interests to a person other than a partner in the Company, with or without consideration, he shall notify the other partners through the manager of the Company of the assignee or the purchaser and the terms of the assignment or sale. The manager shall notify the partners thereof forthwith upon the receipt of the notice. 2- Every partner may request to redeem the membership interests set forth in clause (1) of this article within (30) thirty days from the date of notifying the manager of the agreed-upon price. In the event of dispute on the price, such membership interests shall be evaluated by one or more experts with technical and financial experience in the www.lexismiddleeast.com subject matter of the membership interest, to be nominated by the Competent Authority at the request made by the applicant for pre-emption and at his own expenses. 3- If the pre-emptive right is exercised by more than one partner, the membership interest(s) sold shall be divided among such partners pro rata to their respective contributions in the capital, subject to the provisions of Article (76) of this Decree-Law. 4- If the time limit set forth in clause (2) of this article lapses without the partner’s exercise of the pre-emptive right, the partner shall be free to dispose of his membership interest. Article 81- Execution against a partner’s membership interests in the Company If a partner’s creditor commences the execution procedures against the proceeds of the membership interest of his debtor, the creditor may agree with the debtor and the Company to the method and the terms of the sale. Otherwise, the membership interest shall be offered for sale in public auction, by virtue of a request to be filed with the competent court. One or more partners may redeem the sold membership interest at the same terms awarded at the auction, within (15) fifteen days from the date on which the auction is awarded. These provisions shall apply in the event of bankruptcy of the partner. Article 82- Liability of a partner for any profit or benefit to the Company A partner in a Limited Liability Company shall be liable towards the Company for any of its properties held by such partner as a trustee or any profits or benefit made through the work or activities of the Company, or by his use of the property, name, or commercial relationships of the Company. Chapter 2 Management of the Company Article 83- Managers of the Company 1- The management of a Limited Liability Company shall be undertaken by one or more managers as determined by the partners in the Memorandum of Association. Such managers shall be elected from among the partners or third parties. If the managers are not appointed in the Memorandum of Association of the Company or under an independent contract, the General Assembly of Partners shall appoint such managers. If there is more than one manager, the partners may appoint a board of managers. Such board shall have the powers and functions set out in the Memorandum of Association. 2- Unless the contract appointing the manager of the Company or its Memorandum of Association or Statute provides for the powers granted to the manager, such manager shall be authorised to exercise full powers to manage the Company and his acts shall be binding on the Company, provided that the capacity of manager is stated upon doing such acts. Article 84- Liability of the managers of the Company 1- Every manager in a Limited Liability Company shall be liable towards the Company, the partners, and the third parties for any fraudulent acts committed by such manager and shall also be liable for any losses or expenses it incurs due to abuse of power or violation of the provisions of any applicable law, the Memorandum of Association of the Company or the contract of his appointment or for any gross error made by the manager. Any provision in the Memorandum of Association or the contract appointing the manager in conflict with the provisions of this clause shall be deemed null and void. 2- Subject to the provisions of the Limited Liability Company in accordance with this Decree-Law, the provisions applicable to the Board Members of Joint Stock Companies as set forth in this Decree-Law shall apply to the managers of Limited Liability Companies. Article 85- Vacancy of the office of the manager 1- Unless the Memorandum of Association of the Company or the contract appointing the manager provides otherwise, the manager shall be dismissed by decision of the general assembly, whether the manager is a partner or not. Also, the court may dismiss the manager at the request made by one or more partners in the Company if the court deems that such dismissal is justified. www.lexismiddleeast.com 2- The manager may file a written resignation to the general assembly, provided that he notifies the Competent Authority with a copy thereof. The general assembly shall issue its decision on such resignation within (40) forty 1 days from the date of its submission, otherwise his resignation shall be deemed effective as of the expiry of this period, unless the Memorandum of Association of the Company or the contract of appointment provides otherwise. 3- The Company shall notify the Competent Authority of the termination of the term of the manager’s appointment within no later than (30) thirty days from the date of the termination of the appointment contract’s term. The Company shall appoint a replacement thereof during such period. 4- If the term of membership of the Company’s board of managers expires, and the board of managers has not been reformed, the board of managers shall continue to run the company’s business for a period not exceeding (6) six months from the date of expiry of the aforementioned periods, and the general assembly shall form the board of managers forthwith upon the lapse of the (6) six-months period, otherwise, the Competent Authority may, in coordination with the authorities concerned with the activity - if any - appoint a board of managers from among the partners after the expiry of that period, for a period not exceeding one year, during which a general assembly shall be called to convene to elect members of the board of managers. Article 86- Conduct of competitive acts by the Company’s manager The manager may not, without the approval of the general assembly of the Company, undertake the management of a competing Company or a Company with similar objects nor conduct, for his own account or for the account of third parties, deal in a in competitive trade or similar to that of the Company, otherwise the manager may be dismissed and required to pay compensation. Article 87- Responsibility for preparing the accounts The manager of the Company shall prepare the annual balance sheet and the profit and loss account, and he shall also prepare an annual report on the activity and financial position of the Company and submit his recommendations on the distribution of the profits to the general assembly, within (3) three months from the end of the fiscal year. Article 88- Appointment of a Supervisory Board 1- If the number of the partners is over (15) fifteen, the partners shall appoint a Supervisory Board consisting of at least three partners for (3) three years starting as of the date of issuance of the appointment decision. The general assembly may re-elect such partners upon the expiry of such period or elect other partners. Also, the members of the Supervisory Board may be dismissed at any time for an acceptable reason. 2- The managers may not vote on the election or dismissal of the members of the Supervisory Board. Article 89- Powers of the Supervisory Board The Supervisory Board may examine the books and documents of the Company and request the managers at any time to provide a report on their management. Such Board shall supervise the balance sheet, the annual report, and the distribution of the profits. The Supervisory Board shall present its report in this regard to the general assembly of the partners at least (5) five days prior to the date of its convening. Article 90- Liability of the members of the Supervisory Board The members of the Supervisory Board shall not be held liable for the work of the managers unless such members were aware of the errors committed and omitted to state them in their report presented to the general assembly of partners. Article 91- Rights of partners who are not managers The partners who are not managers in the Limited Liability Company that does not have a Supervisory Board, shall have all the rights associated with the description of the partners provided for in this Decree-Law or in the Memorandum of Association. Any agreement to the contrary shall be deemed null and void. Chapter 3 1 This sentence appeared as such in the Official Gazette; therefore, mention is an order. www.lexismiddleeast.com General Assembly Article 92- Formation of the general assembly and its invitation to convene 1- The Limited Liability Company shall have a general assembly consisting of all the partners. The general assembly shall be convened by an invitation from the manager or the board of managers at least once per year within the four months following the end of the fiscal year of the Company. The general assembly shall be convened at the time and place set out in the letter of invitation to convene. 2- The manager or the authorised manager shall invite the general assembly to convene at the request of one or more partners holding at least (10%) of the Company’s capital. Article 93- Notification of the general assembly’s invitation to convene 1- With the exception of the general assembly adjourned due to the absence of quorum in accordance with the provisions of Article (96) of this Decree-Law, the invitation to convene the general assembly shall be made in accordance with the terms and conditions stipulated by a decision issued by the Minister in this regard, taking into account the following: a- The invitation of the general assembly to convene shall be announced before at least (21) twenty-one days from the date set for the meeting. b- The invitation to convene shall be announced in accordance with the method issued by a decision of the Minister. c- The partners shall be notified by registered letters or through the modern technology means stipulated in the Company's Memorandum of Association. d- The Competent Authority shall be provided with a copy of the invitation of the general assembly to convene before the announcement. 2- The announcement of the invitation shall include the agenda, place, date, and time of the first meeting, and of the second meeting in the case of absence of the legal quorum required for the validity of the first meeting, as well as the name of persons entitled to attend the meeting of the general assembly, their right to delegate whomever they choose from among partners other than the managing partners or from third parties, under a special power of attorney drafted in writing, and their right to discuss topics listed on the general assembly’s agenda and address questions to the manager or the board of managers and the auditor, along with the legal quorum required for the validity of the general assembly meetings and the decisions issued therein. 3- The general assembly meetings may be held by means of modern technology for remote attendance and the partner may participate in their deliberations and vote on its decisions, in accordance with the controls laid down by the Minister in this regard. Article 94- Competencies of the annual general assembly The annual general assembly of a Limited Liability Company shall be competent to consider and issue decisions with respect to the following matters: 1- The managers' report on the activity and financial position of the Company during the ended fiscal year, the auditor’s report, and the Supervisory Board’s report; 2- The balance sheet and the account of profits and losses and the approval thereof; 3- The profits to be distributed among the partners; 4- The appointment of the managers and determination of their remuneration; 5- The appointment of the members of the board of managers (if any); 6- The appointment of the members of the Supervisory Board (if any); 7- The appointment of the members of the Internal Sharia Control Committee and the Sharia Controller if the Company conducts its activity in accordance with the provisions of the Islamic Sharia; 8- The appointment of the auditor(s) and determination of his/their remuneration; and 9- Any other matter within the competencies of the general assembly pursuant to the provisions of this DecreeLaw or the Memorandum of Association of the Company. Article 95- Attendance of the general assembly meeting www.lexismiddleeast.com Every partner, irrespective of the number of the membership interests he owns, shall have the right to attend the general assembly meetings in person and may delegate another person who is not a manager to represent him at the general assembly. Every partner shall have a number of votes equal to the number of the membership interests he owns or represents. Article 96- Legal quorum for convening the general assembly and voting on its decisions 1- Unless the Company’s Memorandum of Association provides for a higher percentage, the general assembly’s meeting shall not be deemed valid unless attended by a number of partners owning at least (50%) of the Company's capital, subject to the provisions of Article (95) of this Decree-Law. 2- If the quorum is not present at the first meeting as indicated in clause (1) of this article, the general assembly shall be invited for a second meeting to be held after a period of no less than (5) five days and not exceeding (15) fifteen days from the date of the first meeting. The second meeting shall be deemed valid irrespective of the number of the partners present. 3- Subject to the provisions of this Decree-Law, the decisions of the general assembly shall not be deemed valid only if they are passed by the majority of membership interests represented at the meeting, unless the Memorandum of Association provides for a higher majority. Article 97- Listing a new topic on the agenda of the general assembly The general assembly may not discuss any topics other than those listed on the agenda, unless it is found during the meeting that some serious issues require deliberation. If, at the beginning of the meeting, a partner requests to list a certain topic on the agenda, the managers shall respond to this request, otherwise, such partner shall have the right to refer to the general assembly. Article 98- Discussion of the topics listed on the agenda of the general assembly Every partner shall have the right to discuss the topics listed on the agenda. The managers shall be bound to respond to the questions addressed by the partners to the extent that does not cause damage to the interests of the Company. If a partner deems that the reply to his question is not adequate, such partner may refer to the general assembly. The decision by the general assembly shall be enforceable. Article 99- Voting to discharge a managing partner A managing partner may not vote on the decisions to discharge him from liability for the Company’s management. Article 100- Register of the meetings of the general assembly A summary of the discussions of the general assembly shall be drawn up, and the minutes and decisions shall be recorded in a special register to be kept at the head office of the Company. Any partner may inspect the minutes in person or by proxy and may also inspect the balance sheet, the profit and loss account, and the annual report. Article 101- Amendment of the Memorandum of Association of the Company and the increase or decrease of its capital 1- With the exception of the provisions of Article (85) of this Decree-Law, it is not permissible to amend the Memorandum of Association of the Company nor to increase or decrease its capital except with the approval of a number of partners representing at least three quarters of the membership interests represented in the meeting of the general assembly, and the percentage of such increase or decrease shall be pro rata to the percentage of partners' membership interests in the Company. In all cases, the financial obligations of the partners may not be increased except by their unanimous consent. 2- If the increase in the Company's capital is necessary to save the Company from liquidation or to pay debts owed to third parties according to the report of the Company's financial manager or the like, and the said Company does not have sufficient liquidity to pay off such debts and the percentage stipulated in clause (1) of this article is not present, any partner shall have the right to refer to justice so as to obtain a summary judgment to increase the capital to the extent necessary to save the Company or pay off its debts. In the event that a partner is unable to pay his obligations arising from the increase, any other partner shall have the right to pay them on his behalf, and in this www.lexismiddleeast.com case, he shall be allocated a number of membership interests in the Company equivalent to the amount he paid for himself and for the said partner. Article 102- Auditor of the Company A Limited Liability Company shall have one or more auditors to be elected by the general assembly of the partners every year. Notwithstanding the provisions of Article (246) of this Decree-Law, the provisions concerning the auditors of Public Joint Stock Companies shall apply to the auditor of a Limited Liability Company. The expression "Competent Authority" shall substitute the term "Authority" wherever it appears. Article 103- The statutory reserve A Limited Liability Company shall set aside every year (5%) from its net profits to form a statutory reserve. The partners may decide to stop such allocation if the reserve reaches half the capital. Article 104- Application of the provisions of the Joint Stock Companies 1- For all that is not specifically provided for in this Decree-Law, the provisions concerning Joint Stock Companies shall apply to the Limited Liability Company to the extent that they are consistent with its nature. The expression "Competent Authority" shall substitute the term "Authority" wherever it appears. 2- The Council of Ministers, based on the proposal of the Minister, shall issue a decision that includes the provisions to be applied to Limited Liability Companies in cases where the provisions of the Joint Stock Company are not consistent with the nature of the Limited Liability Company and provided that they do not contravene or contradict the provisions of this Decree-Law, so long as the decision defines the related parties and transactions in respect of Limited Liability Companies. Title 4 Public Joint Stock Companies Chapter 1 Definition and Incorporation of the Public Joint Stock Company Article 105- Definition of the Company A Public Joint Stock Company is a Company whose capital is divided into equal and negotiable shares. The founders shall subscribe to part of such shares while the remaining shares shall be offered for Public Subscription. The shareholder shall be liable only to the extent of his share in the capital of the Company. The Council of Ministers, based on the proposal of the Minister and after coordination with the local authority, may issue a decision regarding the minimum and maximum percentage that the founders shall subscribe to. Article 106- Name of the Company Every Public Joint Stock Company shall have a trade name and may not carry the name of a physical person unless the company’s object is to invest in a patent registered in the name of such person or if the Company owns a trade name or has obtained the right to use such name. In all cases, the expression "Public Joint Stock Company" shall be added to the name of the Company. Article 107- Number of founders 1- Five or more persons may incorporate a Public Joint Stock Company. 2- The Federal Government, the Local Government, and any Company or entity fully owned by the Federal Government or Local Government may be a shareholder in a Public Joint Stock Company or incorporate by itself a Public Joint Stock Company, and may also join, in contribution to the capital, a number less than the number provided for in clause (1) of this article. 3- The conversion of any Company into a Public Joint Stock Company shall be exempt from the minimum limit stated in clause (1) of this article. www.lexismiddleeast.com Article 108- Term of the Company The term of the Company shall be determined in its Memorandum of Association and Statute. By virtue of a Special Decision, such term may be extended or shortened if the object of the Company so requires. Article 109- The founder 1- A founder is any person who signs the Memorandum of Association of the Company and owns in cash a percentage of its capital or provides contributions in kind at the time of its incorporation, subject to the provisions of this Decree-Law. 2- The founder shall be liable for any damages suffered by the Company or third parties due to the violation of the incorporation rules and procedures. The founders shall be jointly liable for their obligations. Any person delegated to undertake the incorporation of the Company shall be liable in person if he does not state the name of the principal or if the nullity of the authorisation letter is established. Article 110- Memorandum of Association and Statute of the Company 1- The founders shall draft the Memorandum of Association and Statute of the Company, including the following particulars: a- The name and the head office 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 founder; d- The amount of the capital and the number of the shares in the capital, the nominal value per share, and the amount paid from the value of each share; e- An undertaking by the founders to complete the incorporation procedures; f- An estimate statement of the amount of expenses, charges, and costs expected to be spent on the incorporation process, and that the Company undertakes to pay due to its incorporation; g- A statement of the contributions in kind, the name of the provider thereof, their initial value, the conditions of such provision, and the mortgage and preferential rights attached thereto, if any. 2- The Memorandum of Association and Statute of the Company shall be consistent with this Decree-Law and the decisions issued in implementation thereof and shall include the provisions, competencies, and powers of the board of directors and the general assembly of the Company. The Authority shall issue the form of the Memorandum of Association and Statute of the Company and the companies shall comply with such form. Article 111- Shareholders’ compliance with the Company’s Statute 1- Subject to the provisions of this Decree-Law, the Statute of the Company shall, upon its registration in the commercial register with the Competent Authority, be binding on all its shareholders. 2- Any amount payable by a shareholder to the Company in accordance with the provisions of the Statute shall be considered a debt due by such shareholder to the Company. Article 112- Founders Committee 1- The founders shall form from among them a committee to be called the "Founders Committee" and consisting of at least three members, to carry out the procedures for incorporating the Company. Said committee shall be liable for the validity, accuracy, and completion of all documents, studies, and reports submitted to the concerned authorities. 2- The Founders Committee may delegate one of its members or a third party to follow up on and complete the incorporation procedures before the Authority and the Competent Authority according to the controls laid down by the Authority in this respect. 3- The Founders Committee shall appoint a financial consultant, a legal consultant, and an auditor for subscription. Article 113- Incorporation procedures before the Competent Authority 1- The Founders Committee shall submit the application for incorporation to the Competent Authority, together with the Memorandum of Association and Statute of the Company, the economic feasibility of the project to be www.lexismiddleeast.com established by the Company, the timetable proposed for implementing such project, and any other documents required by the Competent Authority. 2- The Competent Authority shall consider the application for incorporation and notify the Authority of the application for incorporation and its attachments. Article 114- Incorporation procedures before the Authority 1- The Authority shall review the Memorandum of Association and Statute of the Company, the economic feasibility of the project intended to be established by the Company, the timetable proposed for implementing such project, the prospectus, and any approvals by the competent authorities and relating to the application, according to the applicable requirements of the Authority. 2- The Authority shall notify the Founders Committee of its observations on the application for incorporation and its attachments within (10) ten Working Days from the date of submitting the complete application or from the date on which the assessor appointed by the Authority presents his final report on the valuation of the contributions in kind, if any. The Founders Committee shall complete any deficiency or make any amendments that the Authority may deem necessary to complete the application for incorporation, within (15) fifteen Working Days from the date of the notice, otherwise, the Authority may consider this as waiver of the application for incorporation. 3- The Authority shall send a copy of the application and its attachments to the Competent Authority within (10) ten Working Days from the date of completing the application for consideration. Then, a joint Committee composed following a decision of the authority and in between the Authority and the Competent Authority shall meet within (10) ten Working Days from the date of sending the application to the Authority. If the Competent Authority has any observations thereon, the Authority shall notify the Founders Committee thereof and complete the deficiency or make such amendments as the Competent Authority may require for the completion of the application for incorporation within (10) ten Working Days from the date of notifying the Founders Committee, otherwise, the Authority may consider this as waiver of the application for incorporation. The Authority shall ensure that the application and all the documents and observations are complete. The amended copy shall be sent to the Competent Authority. 4- If the joint committee rejects the application for incorporation or if the period stated in clause (3) of this article lapses without a decision on the application, then the Founders Committee may file an appeal before the competent federal court against the rejection decision within (30) thirty days from the date of its notification of the rejection decision, or from the expiry of that period in the absence of a decision approving the incorporation of the Company. Article 115- Authentication of the Memorandum of Association The Founders Committee shall authenticate the Memorandum of Association in accordance with the provisions of this Decree-Law and provide the Authority with a copy thereof and a copy of the decision issued by the Competent Authority concerning the initial approval of the licence and a certificate issued by a bank licensed to operate in the State, confirming that the founders have paid the amounts payable, prior to the Authority’s approval of the prospectus publication. Article 116- Amendment to the particulars of the application for incorporation No amendment to the particulars of the application for incorporation may be made after submitting the application to the Competent Authority during any stage of the incorporation process, whether in relation to the capital or objects of the Company, the names of the founders or any other particulars in the application for incorporation. If this occurs, the matter shall be referred to the Competent Authority to take the appropriate action. Article 117- Contribution by the founders to the capital of the Company 1- The founders shall subscribe to shares in the Company’s issued capital within the limits of the percentage specified in the prospectus, prior to the invitation for Public Subscription to the remaining shares of the Company, taking into account the requirements of the Authority in this regard. 2- The founders may not subscribe to the shares offered for Public Subscription. Article 118- Valuation of the contribution in kind 1-The founders of the Company may provide contributions in kind against their shares in the Company. The contributions in kind shall be evaluated at the expense of those who provide them. www.lexismiddleeast.com 2- The contributions in kind shall be evaluated in accordance with the controls and procedures issued by a decision of the Authority in this regard. 3- The assessor may inspect any information or documents as he may deem necessary to enable him to make the required valuation and to prepare the assessment report efficiently. The Founders Committee or the board of directors, as the case may be, shall take the required procedures to provide it with the required information, documents, and instruments as soon as possible from the date of the request. 4- The Founders Committee and the board of directors - if any - shall be fully liable for the accuracy, adequacy, and completion of the statements and information. The assessor shall act with due care while performing his duties. 5- The Authority may discuss and object to the valuation report. The Authority may appoint another assessor if necessary, at the expense of the Company under incorporation. 6- The contribution(s) in kind provided by a public person may be a concession or right to use some public funds. Article 119- Valuation of the contributions in kind following incorporation The valuation of the contributions in kind following the incorporation of the Company shall be governed by the same valuation provisions in this Decree-Law. Article 120- Overvaluation of the contributions in kind 1- If it is established to the Authority that there is any exaggeration or negligence in the valuation of the contributions in kind by the assessor, the Authority may: a- Prevent the assessor from conducting the activity of valuation before the Authority for a period of at least two years. b- Prevent the assessor from conducting the activity of valuation before the Authority permanently in the event of recurrence of the violation. 2- The assessor may file a grievance against the decision of the Authority, before the Chairman of the Authority within (15) fifteen Working Days from the date of his notification of either decision as set out in clause (1) of this article. If the Chairman of the Authority’s Board of Directors rejects the grievance or fails to adjudicate it within (15) fifteen Working Days from the date of filing the grievance, the assessor may file an appeal before the Competent Court within (30) thirty days from the date of rejecting the grievance or expiry of the period prescribed for responding to the grievance, as the case may be. Article 121- Invitation to Public Subscription 1- The prospectus shall be signed by the Founders Committee, the board of directors, if any, and they shall be jointly liable for the validity of the information set out therein. The consultants and parties participating in the Public Subscription process and their representatives shall act with due care, and each of them shall be liable to perform his duties. 2- Invitation to the Public Subscription shall be made under a prospectus to be published in two daily local newspapers, one of them to be issued in Arabic, at least (5) five Working Days prior to the date of commencing the subscription. 3- Subscription to shares shall be made under an application whose particulars shall be determined by the Authority. In particular, the application shall include the name, object, and capital of the Company, the conditions for subscription, the name, address in the State, profession and nationality of the subscriber, the number of shares he wishes to subscribe thereto, and his undertaking to accept the provisions of the Memorandum of Association and Statute of the Company. Article 122- Entities authorised to receive subscriptions 1- Subscription shall be effected before the entity/entities licensed to do so in the State, as determined by the Founders Committee in the prospectus. Subscription may be made electronically as determined by the Authority in this respect. 2- The entity/ entities receiving subscriptions shall withhold the monies paid by the subscribers and the revenues from the amounts of subscription to the shares for the account of the Company under incorporation. Such monies may not be paid to the board of directors of the Company except after the Authority’s issuance of a certificate of incorporation and the registration of the Company in the commercial register before the Competent Authority. www.lexismiddleeast.com Article 123- Underwriters 1- Without prejudice to the provisions of Article (10) of this Decree-Law, the Company may have, upon incorporation or upon increasing its capital, one underwriter or more approved by the Authority in accordance with the conditions, terms, and procedures issued by a decision from the Authority. 2- The Authority’s Board of Directors shall issue a decision regarding the controls and conditions for practicing the underwriting activity in the State. Article 124- Subscription controls and procedures 1- Subscription shall remain open for the period specified in the prospectus, provided that it does not exceed (30) thirty Working Days. 2- If all shares offered for subscription are not underwritten within the scheduled period, the Founders Committee may apply to the Authority for approval to extend the period of subscription for an additional period not exceeding the period specified in the prospectus. 3- If such additional period expires without underwriting all the shares offered for Public Subscription, the founders may underwrite the balance of such applicable percentage, taking into consideration the requirements of the Authority in this regard. Article 125- Distribution of the shares to subscribers If the subscription exceeds the number of the shares offered, the shares may be distributed to subscribers, pro rata to their respective subscriptions or as determined in the prospectus and approved by the Authority. The distribution shall be made according to the nearest whole number. Article 126- Share allocation and repayment of excess amounts Entities licensed to receive subscriptions shall, upon the closure of subscription: 1- Allocate the shares to the subscribers within no later than (5) five Working Days from the date of closing the subscription. 2- Repay the extra amounts paid by the subscribers and the revenues thereon, for which no shares are allocated, within no later than (5) five Working Days from the date of allocating the shares to the subscribers. Article 127- Subscription by the Emirates Investment Authority The Emirates Investment Authority shall be entitled to subscribe to shares in any Public Joint Stock Company incorporated in the State and offering its shares for Public Subscription, within the limit of (5%) of the shares offered for Public Subscription, provided that the value of such shares be paid prior to closing the subscription and that the Authority be furnished with evidence as to such payment. Article 128- Announcing the non-incorporation of the Company If the Company is not incorporated, the Authority shall announce the same to the public. As a result of such announcement: 1- The subscribers shall have the right to recover the amounts they have paid within (10) ten Working Days from the date of the announcement, along with the revenues thereof. The founders shall be jointly liable for the payment of such amounts and, if justified, for compensation. 2- The founders shall bear the expenses paid for the incorporation of the Company and they shall be jointly liable towards third parties for any acts carried out by the founders during the incorporation period. Article 129- Securities Book Building Subject to the provisions of Articles (117) and (279) of this Decree-Law, the Authority may issue a decision to regulate the mechanism of subscription on the basis of the Securities Book Building. Entities wishing to follow such method shall comply with the provisions and procedures provided for in the decision issued by the Authority in this respect. Article 130- Incorporation expenses www.lexismiddleeast.com The Company shall bear all the expenses paid by the Founders Committee for the incorporation of the Company and issuance of its Securities. A detailed statement of such expenses shall be referred to the Constituent General Assembly of the Company for consideration and approval. Article 131- Constituent General Assembly 1- The prospectus for offering the Company’s shares for Public Subscription shall include an invitation to the shareholders to convene the Company’s Constituent General Assembly, the approval of the financial Market to list the Company’s shares therein, and the date specified for the start of trading in the Company’s shares in the financial Market. 2- Unless Company’s Statute provides for a higher percentage, the quorum at the Constituent General Assembly shall be deemed present if attended, in person or by proxy, by a number of shareholders representing at least (50%) of the capital of the Company. If the quorum is not present, the Constituent General Assembly shall hold another meeting within a period not less than (5) five days and not more than (15) fifteen days from the date of the first meeting. The second meeting shall be deemed valid irrespective of the number of the present shareholders. 3- The meeting shall be chaired by the person elected from among the founders by the Constituent General Assembly for such purpose. 4- The decisions of the Constituent General Assembly shall be passed by the majority votes of shareholders holding at least three quarters of the shares represented at the meeting. Article 132- Powers of the Constituent General Assembly In particular, the Constituent General Assembly shall consider and decide the following matters: 1- The founders’ report concerning the procedures and the costs of the incorporation of the Company. 2- The acts of the founders in connection with the Company during the incorporation period. 3- Approving the incorporation of the Company. 4- Electing the members of the first board of directors if not appointed by the founders. 5- Appointing the auditors if not appointed by the founders. 6- Appointing the members of the Internal Sharia Control Committee and the Sharia Controller if the Company conducts its business in accordance with the provisions of the Islamic Sharia, if not appointed by the founders. Article 133- Application to issue the certificate of incorporation The Company’s board of directors shall, within (10) ten Working Days from the date of convening the Constituent General Assembly, file an application with the Authority to issue a certificate of incorporation, and to which the following shall be attached: 1- A report by the entity that audited the subscription accounts. 2- An acknowledgement by the Founders Committee as to the complete subscription to the share capital in full, the amounts paid by the subscribers from the value of the shares and a statement of the names and nationalities of the subscribers, and the number of shares subscribed by each. 3- A bank certificate confirming that the amount payable from the capital of the Company has been deposited. 4- A statement of the names of the Company’s Board Members and an acknowledgement made by them to the effect that their membership is not in conflict with the provisions of this Decree-Law and the decisions issued hereunder. 5- A statement of the names of the members of the Internal Sharia Control Committee and the Sharia Controller if the Company conducts its business in accordance with the provisions of the Islamic Sharia. 6- The minutes of the meeting of the Constituent General Assembly. 7- Any other documents requested by the Authority. Article 134- Issuing the certificate of incorporation In the event of completion of the documents set forth in Article (133) of this Decree-Law, the Authority shall issue a certificate of incorporation of the Company within (5) five Working Days from the date of submitting a complete application by the Company’s board of directors. www.lexismiddleeast.com Article 135- Registration of the Company with the Competent Authority 1- The Company’s board of directors shall, within (10) ten Working Days from the date of issuance by the Authority of the incorporation certificate, conduct the registration procedures before the Competent Authority. 2- The Competent Authority shall enter the Company in the commercial register and issue a commercial licence therefor within (5) five Working Days from the date of completion of the documents and payment of the fees, and it shall notify the Authority with a copy of the commercial licence. Article 136- Notification of the Registrar The chairman of the Company’s board of directors shall, within (5) five Working Days from the date of the Competent Authority’s issuance of the commercial licence, notify the Registrar with the Company’s certificate of incorporation, the Memorandum of Association, Statute, and commercial licence for entry in the Companies Register and publication at the expense of the Company according to the conditions laid by the Minister in this respect. Article 137- Listing the shares of the Company in the financial Market 1- The Company’s board of directors that offered shares for Public Subscription shall, within (15) fifteen Working Days from the date of its entry in the commercial register at the Competent Authority, list the shares of the Company in one of the financial Markets licensed in the State according to the listing rules and regulations applicable at the Authority and the financial Market wherein its shares are to be listed. 2- Companies listed in a financial Market in the State shall comply with the financial Market’s applicable laws and regulations. Article 138- Founders’ acts Upon its entry in the commercial register with the Competent Authority, the effects of all the acts carried out by the founders for the account of the Company prior to the registration shall be transferred to the Company. The Company shall bear all the expenses paid by the founders in this respect. Article 139- Amending the Memorandum of Association or Statute of the Company Subject to the provisions of this Decree-Law, the Company may, subject to the approval of the Authority, issue a Special Decision to amend its Memorandum of Association or Statute. The Company shall provide the Competent Authority with a copy of this decision. Article 140- Access to statements and information 1- The Company shall provide a copy of its Memorandum of Association and Statute on the website of the Company and any documents or other information determined by the Authority. 2- The Company shall send a copy of its Memorandum of Association and Statute to any shareholder that may so request, at his own expenses. Article 141- Shareholders’ register and records of the Company 1- Every Company shall keep a register of its shareholders in accordance with the conditions prescribed by the Authority. 2- The Authority may inspect the shareholders register and the Company’s books, documents, and records. Article 142- Purchase of assets during the first fiscal year If, prior to the approval by the general assembly of the accounts of the first fiscal year, the Company purchases assets, companies, or establishments against an amount exceeding (20%) of its capital in aggregate, the board of directors shall notify the Authority thereof. The Authority may subject such assets, companies, or establishments to valuation in accordance with the provisions of this Decree-Law. Chapter 2 Management of the Public Joint Stock Company www.lexismiddleeast.com Article 143- Formation of the board of directors 1- The management of the Company shall be undertaken by a board of directors. The Statute of the Company shall determine the method of formation of the board of directors, the number of its members, and the term of membership, provided that the number of the members be not less than three and not more than eleven and that the term of membership does not exceed three calendar years, commencing from the date of election or appointment. A Board Member may be re-elected for more than one term. 2- The board of directors shall elect from among its members, by secret ballot, a chairman and a vice-chairman to replace the chairman in case of absence or impediment. A managing director of the Company may be elected, and he may not be a chief executive officer or a general manager of another Company. 3- The board of directors shall notify the Authority with the decisions for electing the chairman, the vicechairman, and the managing director. It is also required to obtain the approval of the Central Bank on such decisions with respect to companies licensed by it. 4- The Company shall have a secretary of the board of directors who is not a Board Member. 5- The Board of Directors of the Authority shall issue a decision stating the terms and conditions that the companies shall comply with for the formation of their boards of directors and the nominations to its membership. The Central Bank shall issue the required decision in this respect for companies licensed by it. Article 144- Election of the Board Members 1-Subject to the provisions of Article (143) of this Decree-Law, the general assembly shall elect the Board Members by secret cumulative voting. Notwithstanding the forgoing, the founders may appoint the members of the first board of directors in the Statute of the Company. 2- Cumulative voting means that each shareholder has a number of votes equal to the number of the shares he holds whereby he votes for a single candidate for the membership of the board of directors or distribute his votes among selected candidates, provided that the number of votes he allocates to the candidates does not exceed the number of votes he owns. 3- Subject to the provisions of this Decree-Law and the Company’s Statute, Board Members may be chosen from among experienced persons who are not shareholders. 4- Every Company shall keep a register of the Board Members and the secretary of the board at its head office. The Authority shall determine the particulars required to be available in such register. 5- The Company’s Board Members and secretary register set forth in clause (3) of this article shall be made available for any shareholder or Board Member, free of charge, during the working hours, subject to any reasonable restrictions that the Company may impose under its Statute. Article 145- Vacancy of the Board Member’s office 1- If the office of a Board Member becomes vacant, the board of directors shall, subject to the provisions of Article (143) of this Decree-Law, appoint a member in the vacant position within a maximum period of (30) thirty days, provided that this appointment is presented to the general assembly at its first meeting for approval or appointment of another member. In the event that a new member is not appointed in the vacant position during that period, the board of directors shall open the nomination period for electing a member for the vacant position at the first meeting of the general assembly, and the new member shall complete the term of his predecessor. 2- If the vacant positions reach one quarter of the number of Board Members, the remaining members shall invite the general assembly to convene within no later than (30) thirty days from the date of vacancy of the last office to elect new members for the vacant positions. Article 146- Mechanism of voting to elect the Board Members Every shareholder in the Company shall have a number of votes equal to the number of shares held by such shareholder. The Authority shall issue a decision to determine the mechanism of voting at the general assemblies to elect the Board Members. Article 147- Nomination for the membership of the board No person may be appointed or elected as a Board Member of the Company until such person acknowledges in writing his acceptance of the nomination, provided that such acknowledgement includes a disclosure of any activity www.lexismiddleeast.com conducted directly or indirectly by such person in competition of the business of the Company and of the names of the companies and establishments wherein such person works or is a Board Member. Article 148- Government membership in the board of directors Notwithstanding the provisions of Article (143), if the Federal Government or the Local Government owns (5%) or more of the capital of the Company, it may appoint representatives thereof as Board Members in the board of directors pro rata to that same percentage and with at least one member if the percentage required for the appointment of a member exceeds such percentage, and it shall forfeit its right in voting pro rata to the percentage of the appointment it made. If the Federal Government or the Local Government owns any balance percentage that does not entitle it to appoint another member, then it may use such percentage in voting. Article 149- Membership in the boards of directors of several Joint Stock Companies 1- No person may, in his personal capacity or in his capacity as the representative of a juristic person, be a Board Member in more than five Joint Stock Companies based in the State or a chairman or vice-chairman in more than two companies based in the State. Also, such person may not be a managing director in more than one Company based in the State. 2- The membership that violates the provision of clause (1) of this article with respect to companies’ boards of directors in excess of the legal quorum shall be annulled according to his recent appointment. Such violating member shall repay to the Company wherein his membership is annulled any amounts he has received therefrom. Article 150- Notification of conflict of interests by a Board Member 1- Every Board Member of the Company that may have a joint interest or a conflicting interest in a transaction presented to the board of directors for approval shall notify the board thereof and shall enter his avowal in the minutes of the meeting. Such member may not vote on the decision relating to such transaction. 2- If a Board Member fails to notify the board in accordance with the provisions of clause (1) of this article, the Company or any of its shareholders may file a lawsuit with the competent court to nullify the contract or to impose on the violating member to pay and return to the Company any profit or benefit he has generated from such contract. Article 151- Nationality of the Board Members Any requirements determined by the Council of Ministers or the Competent Authority in accordance with the provisions of Article (10) of this Decree-Law shall be taken into consideration in the formation of the board of directors. If the percentage of the UAE nationals in the board of directors falls below the percentage applicable under this article, such deficiency shall be completed within three months at most, otherwise the board's decisions after the expiry of this period shall be deemed null and void. Article 152- Acts prohibited for related parties 1- The related parties shall not use the information in the possession of any of them due to its membership or occupation in the Company, so as to achieve any interest whatsoever for them or for third parties as a result of dealing in the Securities of the Company and any other transactions. Also, they may not have a direct or indirect interest with any party that carries out operations intended to affect the prices of Securities issued by the Company with their knowledge thereof. 2- The Company may not conclude with the related parties any transaction not exceeding (5%) of its capital without the approval of the board of directors, while the approval of the Company’s general assembly is required for any excess thereof after valuation of the transaction in accordance with the controls and conditions issued by a decision of the Authority. 3- The Board Member may not, without the approval of the general assembly of the Company to be renewed every year, participate in any business in competition with the Company or trade for his own account or for the account of third parties in any branch of the activity conducted by the Company. Also, he may not disclose any information or statements related to the Company, otherwise the Company may claim compensation or any profits generated as a result thereof. 4- The related party shall, before concluding a transaction with the Company, disclose to the board of directors the nature and terms of the said transaction, as well as all essential information about its share or contribution in the two companies, parties to the transaction, and the extent of its interest or benefit therein. www.lexismiddleeast.com 5- The chairman of the Company’s board of directors shall, in the event that the Company concludes a transaction with related parties, provide the Authority with a statement containing data and information about the related party, the details of the transaction, the nature and extent of interest of the related party therein, as well as any data, information, or documents requested by the Authority, together with a written confirmation that the terms of the transaction concluded with the related party are fair, reasonable, and in the interest of the Company's shareholders. 6- The related parties, the transactions related to conflicts of interest, and the duties of the Company’s related party, as well as the transactions, shall be defined in accordance with the decisions and regulations issued by the Authority. Article 153- Prohibition of granting loans to the Board Members 1- With the exception of financial institutions subject to the control and supervision of the Central Bank, the Joint Stock Company may not provide loans to any of its Board Members, nor conclude guarantees or provide any collateral in connection with any loans granted to them. Any loan granted to the Board Member's spouse, children, or relative up to the second-degree shall be deemed to be granted to the Board Member in accordance with the provisions of this Decree-Law. 2- No loan may be granted to a Company wherein a Board Member or his spouse, children, or any of his relatives up to the second degree owns more than (20%) of its capital. 3- Any agreement that contradicts with the provisions of this article shall be deemed null and void. In the report presented to the general assembly of the Company, the auditor shall refer to such loans and the credits granted to the Board Members and the extent of the Company’s compliance with the provisions of this article. Article 154- Powers of the board of directors The board of directors shall have all the required powers to do such acts as required for the object of the Company, other than those reserved by this Decree-Law or the Statute of the Company to the general assembly. However, the board of directors may not conclude loans for periods in excess of three years, nor sell or mortgage the property of the Company or the store, mortgage the Company’s movable and immovable properties, discharge the debtors of the Company from their obligations, conclude reconciliations, or agree on arbitration, unless such acts are authorised under the Statute of the Company or are within the object of the Company by nature. In other than these two cases, the conclusion of such transactions require the issuance of a Special Decision by the general assembly. Article 155- Representation of the Company 1- The chairman of the board of directors shall be the legal representative of the Company before courts and in its relationships with third parties, unless the Company’s Statute provides that its general manager is the representative of the Company before courts and in its relationships with third parties. 2- The chairman of the board of directors may delegate some of his powers to another Board Member. 3- The board of directors may not delegate the Chairman to assume all the powers of the board in an absolute manner. Article 156- Meetings of the board 1- The board of directors shall meet at least (4) four times a year at the invitation of its chairman, unless the Company’s Statute provides for more meetings, in accordance with the procedures provided for in the Company’s Statute. However, the chairman may invite the board to convene at the request of at least two members, unless the Company’s Statute provides otherwise. 2- The meetings of the board shall be held at the head office of the Company unless the board deems otherwise. The board meeting shall not be deemed valid except after invitation of all the members to the meeting and the attendance of their majority in person unless the Company’s Statute permits the participation in the meetings by modern technology means as approved by the Authority. Article 157- Board decisions 1- The board decisions shall be passed by the majority votes and in the case of an equality of votes, the chairman shall have the casting vote. www.lexismiddleeast.com 2- Notwithstanding the provision of clause (2) of Article (156) of this Decree-Law, the board of directors may issue some decisions by circulation, in accordance with the terms and conditions decided by the Authority in this respect. Article 158- Absence of a Board Member A Board Member shall be deemed resigned if he fails to attend the board meetings (3) three consecutive times or (5) five intermittent times, within the term of the board, without an excuse acceptable to the board. Article 159- Minutes of the board of directors’ meetings The secretary of the board of directors shall prepare the minutes of the meetings. Such minutes shall be signed by the present members and the secretary. The Board Member who does not accept a decision passed by the board shall state his objection in the minutes of the meeting. The signatories to such minutes shall be liable for the validity of the statements contained therein. The Authority shall lay down the required conditions in this respect. Article 160- Delegation of a Board Member to attend the board meetings 1- A Board Member may not delegate another member to attend the board meetings unless the Company’s Statute so permits, provided that the delegated member represents only one other member and that the number of the members present in person is at least half the number of the Board Members. 2- No voting by correspondence shall be permitted. A delegated member shall vote on behalf of the absent member as determined in the proxy deed. Article 161- Liability of the Company for the acts of the board of directors The Company shall be bound by the acts of the board of directors within the limits of its powers. The Company shall also be liable for the damage due to unlawful acts by the Company’s chairman and Board Members while managing the Company. Article 162- Liability of the board of directors and the executive management 1- The Board Members and the executive management shall be liable towards the Company, the shareholders, and the third parties for all acts of fraud, abuse of power, and violation of the provisions of this Decree-Law or the Company’s Statute. Any provision to the contrary shall be deemed null and void. The executive management shall be represented by the general manager, the executive manager, or the chief executive officer of the Company and their deputies, each at the level of senior executive positions, as well as officials of the executive management who have been personally appointed in their positions by the board of directors. 2- The liability provided for in clause (1) of this article shall apply to all the Board Members if the error arises from a decision passed unanimously by them. However, where the decision, subject-matter of the liability, is passed by the majority, members who objected thereto shall not be held liable, provided that their objection is noted in the minutes of the meeting. Absence of the Board Member from the meeting at which the decision has been passed shall not discharge him from liability unless it is proven that the absent member was not aware of the decision or that he was aware thereof but was unable to object thereto. The liability stipulated in clause (1) of this article shall fall on the executive management if the error arises from a decision issued by it. 3- Without prejudice to any penalty stipulated in this Decree-Law or any other law, each of the Company’s chairman or any Board Member or any member of its executive management shall be dismissed from his position ipso jure upon the issuance of a court ruling proving that any of them has committed acts of fraud or abuse of power or concluded deals or transactions involving conflict of interests in violation of the provisions of this Decree-Law or the decisions issued in implementation thereof; in addition, the candidacy of any such person for membership in the board of directors of any Joint Stock Company in the State, or his performance of any tasks in the executive management in the Company, shall not be accepted until after the lapse of three years at least from the date of his dismissal. The occupancy of a member’s office of the Company's board of directors shall be governed by the provisions of Article (145) of this Decree-Law. In case of dismissal of all the Board Members, the Authority shall invite the general assembly to elect a new board of directors. Article 163- Acts of the Board Member www.lexismiddleeast.com The Company shall be bound by the acts of the Board Member towards a bona fide third party, even if it is found thereafter that the procedures of election or appointment of the member are invalid or that the applicable conditions for such election or appointment are not available. Article 164- Acts detrimental to the interests of the Company 1- If one or more shareholders holding at least (5%) of the Company's shares, deems that the Company's affairs are or have been conducted in a manner that is detrimental to the interests of its shareholders or some of them, or that the Company intends to perform an act or omit to perform an act in such a way that would be prejudicial thereto, he shall have the right to submit an application to the Authority accompanied by the evidentiary documents to issue the decisions it deems appropriate in this respect. 2- If the Authority rejects the application or does not issue its decision thereon within (30) thirty Working Days, the shareholder(s) shall have the right to resort to the competent court within (10) ten days from the date of rejection of the application or the lapse of such period, as the case may be. 3- The Authority shall have the right to resort to the competent court if it deems that the affairs of the Company have been or are conducted in a manner detrimental to the interests of its shareholders or some of them, or that the Company intends to perform an act or to omit an act in such a way that would be prejudicial thereto. 4- The competent court shall hear the lawsuit filed by the shareholder or the Authority summarily in both cases set forth in clauses (2) and (3) of this article. The court may assign one or more experts to provide a report on one or more transactions of management. The court may rule the nullity of the act or omission of an act, subject-matter of the application, or the continuation of an act omitted by the Company. Article 165- Lawsuits filed by the Company The Company may file a liability lawsuit against the board of directors due to the errors that may cause damage to all the shareholders, by virtue of a decision issued by the general assembly to appoint a representative of the Company to initiate the liability lawsuit in the name of the Company. Article 166- Lawsuits filed by the shareholder 1- The shareholder may file a lawsuit before the competent court against the Company, its board of directors, and executive management, if he suffers from any harm as a result of an act carried out by any of them in violation of the provisions of this Decree-Law. 2- The shareholder of the Company shall have the right to recover from the Company all the legal expenses that he has spent, and which are represented in the judicial and attorney fees paid in the lawsuit, upon the issuance of a final ruling by the Competent Court whether in favour of or against the shareholder (the plaintiff), provided that: a- He submits documents supporting those legal expenses. b- The shareholder (plaintiff) lawsuit is not vexatious and aimed at harming the defendant or the Company and its shareholders, or filed with the intention of defamation, extortion, or to affect the share price in the financial Market. Article 167- Lawsuits filed against the related party 1- A shareholder or a group of shareholders may file a lawsuit before the competent court in their name and on behalf of the Company against any related party for damages suffered by the Company, and resulting from the related party's violation of its obligations towards the Company according to this Decree-Law or any other law, subject to the following conditions: a- Existence of damage or breach of an obligation suffered by the Company. b- The plaintiff is a shareholder in the Company at the time the acts, subject-matter of the lawsuit, were committed, or has acquired this capacity as a result of transfer thereto of the interest or shares from a person who had this capacity at that time. c- The plaintiff or plaintiffs collectively owns shares representing at least (10%) of the Company's capital. d- The plaintiff has submitted a written request to the Company’s board of directors to file the lawsuit and the reasons therefor, and the board either rejected said request or failed to respond thereto within (30) thirty days. e- The case documents include a copy of the request stated in the preceding paragraph of this article, and details of all other efforts urging the Company to file the complaint itself. www.lexismiddleeast.com 2- It shall not be permissible for the plaintiff(s), in accordance with the provisions of clause (1) of this article, to conduct a reconciliation or settlement with the defendant in this lawsuit without the approval of the court after full disclosure of the details of the proposed reconciliation or settlement. 3- In the event that a judgment is issued in favour of the plaintiff(s) in accordance with the provisions of this article, amounts adjudged to be returned and damages awarded shall devolve to the Company, with the exception of legal expenses paid by the plaintiff(s) as judicial and attorney fees. The Competent Court shall approve the value of these legal expenses if it is ascertained that the lawsuit was not vexatious nor aimed at harming the defendant, the Company, or its shareholders, or filed with the intention of defamation, extortion, or to affect the share price in the financial Market. Article 168- Direct proceedings A shareholder or a group of shareholders may file a lawsuit before the competent court in their name against any party related to the Company for damages they have suffered as a result of violating the provisions of this DecreeLaw or any other law. Article 169- Prescription of the liability lawsuit Any decision passed by the general assembly to discharge the board of directors from its liability shall not prevent the filing of the liability lawsuit against the board of directors due to the errors committed by them during the performance of their duties. If the act giving rise to liability has been presented to and approved by the general assembly, the liability lawsuit shall be time-barred upon the lapse of one year from the date of such meeting. However, if the act ascribed to the Board Members is a criminal act, the lawsuit shall not be time-barred unless upon the prescription of the public lawsuit. Article 170- Dismissal of the Board Members 1- The general assembly may dismiss all or any of the Board Members, even if the Company’s Statute provides otherwise. In such event, the general assembly shall elect new Board Members to replace those dismissed, subject to the provisions of Articles (143) and (144) of this Decree-Law, and it shall notify the Authority and the Competent Authority of such election. 2- If a decision is issued to dismiss a Board Member, the dismissed member may not be re-nominated for the board membership before the lapse of three years from the date of issuing the dismissal decision. Article 171- Remuneration of the Board Members 1-The Company’s Statute shall state the method for calculating the remuneration of the Board Members provided that it does not exceed (10%) of the net profits of the fiscal year after deducting all the depreciations and reserves. 2- As an exception to clause (1) of this article, and subject to the regulations issued by the Authority in this regard, a Board Member may be paid a lump sum fee not exceeding (200,000) two hundred thousand dirhams at the end of the fiscal year, whenever the Company’s Statute permits so, and subject to the general assembly’s approval of payment of these fees, in the following cases: a- The Company's failure to achieve profits. b- If the Company makes profits and the Board Member’s share in those profits is less than (200,000) two hundred thousand dirhams, and in this case the remuneration and fees may not be combined. 3- Fines imposed on the Company due to the board of directors’ violations of the law or the Company’s Statute during the ending fiscal year shall be deducted from the remuneration of the board of directors, and the general assembly may not deduct such fines if it finds out that those fines are not the result of a default or error on the part of the board of directors. Article 172- Nullity of decisions 1- Without prejudice to the rights of a bona fide third party, any decision passed in violation of the provisions of this Decree-Law, the Company’s Memorandum of Association or Statute in favour or against a certain class of shareholders or to procure a special benefit to the related parties or others without consideration of the interest of the Company shall be deemed null and void. 2- The judgment of nullity shall render the decision void ab initio in respect to all the shareholders. www.lexismiddleeast.com 3- The board of directors shall publish the judgment of nullity in two daily local newspapers, one of them to be issued in Arabic. 4- The nullity lawsuit shall be time-barred after the lapse of (60) sixty days from the date of issuance of the contested decision. Filing the lawsuit shall not stay the execution of the decision unless the Competent Court orders otherwise. Chapter 3 General Assembly of the Public Joint Stock Company Article 173- Convening the general assembly 1- The general assembly of the shareholders shall be convened at the invitation of the board of directors at least once every year, within four months following the end of the fiscal year, at the time and venue determined in the invitation. The board may invite the general assembly to convene whenever the board may deem fit. 2- If the board of directors fails to send an invitation to convene the general assembly in the cases required by this Decree-Law, the auditor shall send such invitation, and whenever the need arises. In such event, the auditor shall prepare and publish the agenda. Article 174- Notification of the invitation to the meeting of the general assembly 1- With the exception of the general assembly meeting adjourned due to absence of quorum in accordance with the provision of Article (185) of this Decree-Law, the invitation to convene the general assembly meeting shall be sent, after the approval of the Authority, to all shareholders in accordance with the terms and conditions issued by a decision of the Authority in this regard, taking into account the following: a- The invitation of the general assembly to convene shall be notified no less than (21) twenty-one days before the date set for the meeting. b- The invitation shall be announced in accordance with the method of announcement issued by a decision of the Authority. c- The shareholders shall be notified by registered letters or through modern technology means stipulated in the Company's Statute. d- The Company shall furnish the Authority and the Competent Authority with a copy of the notification on the date of announcing the invitation. 2- The invitation shall include the agenda, place, date and time of the first meeting, and the second meeting in case of absence of the legal quorum required for the validity, as well as those entitled to attend the meeting of the general assembly, their right to delegate whomever they choose from among the Board Members under a special power of attorney established in writing as determined by the Authority in this regard, and a statement on the shareholder’s right to discuss the topics listed on the agenda of the general assembly and to address questions to the board of directors and the auditor, along with the legal quorum required for the validity of both the general assembly meetings and the decisions issued therein, and those entitled to dividends, if any. 3- The general assembly’s meetings may be held by means of modern technology for remote attendance and the shareholder may participate in their deliberations and vote on its decisions, in accordance with the controls laid down by the Authority in this regard. Article 175- Valid notification of the invitation of the shareholders If the invitation to hold the meeting of the general assembly is announced prior to the date of the meeting within a period less than the period as determined in Article (174) of this Decree-Law, the invitation to convene the general assembly shall be valid with the consent of shareholders representing (95%) of the capital of the Company. Article 176- The shareholders’ request to invite the general assembly to convene 1- The board of directors of the Company shall invite the general assembly to convene at the request of one or more shareholders holding at least (10%) of the company’s shares, provided that the invitation is addressed within (5) five days from the date of the request. The general assembly shall be convened within a period not exceeding (30) thirty days from the date of the invitation. www.lexismiddleeast.com 2- The request set out in clause (1) of this article shall be deposited at the head office of the Company and shall state the purpose of the meeting and the topics to be discussed therein. The shareholder(s) requesting the meeting shall provide a certificate from the financial Market wherein the shares of the Company are listed, indicating the prohibition of disposition of the shares held thereby upon his request until the meeting of the general assembly. Article 177- The auditor’s request to invite the general assembly to convene 1- The board of directors shall invite the general assembly to convene at the request of the auditor. If the board fails to send the invitation within (5) five days from the date of the request, the auditor shall send the invitation. 2- The general assembly shall be convened within a period not less than (15) fifteen days and not exceeding (30) thirty days from the date of invitation to the meeting. Article 178- The Authority’s request to invite the general assembly to convene 1- The Authority may request the chairman of the Company’s board of directors or his representative to send an invitation to convene the general assembly in any of the following cases: a- Upon expiry of the thirty-day period from the date determined in Article (173) of this Decree-Law without inviting the general assembly to convene; b- If the number of the Board Members is less than the minimum limit required for the validity of the meeting; c- If the Authority finds out at any time that there are any violations of the law or the Company’s Statute or that any error in its management has occurred; or d- If the board of directors of the Company fails to respond to the request of shareholder(s) in accordance with the provisions of Article )176) of this Decree-Law. 2- If the chairman of the Company’s board of directors or his representative fails to invite the general assembly to convene in any of the above cases within (5) five days from the date of the Authority’s request, the Authority shall address the invitation to the meeting at the expense of the Company. Article 179- Competencies of the annual general assembly In particular, the annual general assembly of the Company shall be competent to consider and issue decisions with respect to the following matters: 1- The report prepared by the board of directors in respect of the activity and the financial position of the Company during the year, the auditor’s report and the report of the Internal Sharia Control Committee, if the Company conducts its activity in accordance with the provisions of the Islamic Sharia, and their ratification; 2- The Company’s balance sheet and the profits and losses account; 3- The election of the Board Members where necessary; 4- The appointment of the members of the Internal Sharia Control Committee if the Company conducts its activity in accordance with the provisions of the Islamic Sharia; 5- The appointment of the auditors and determination of their remuneration; 6- The proposals of the board of directors concerning the distribution of profits, whether in cash or bonus shares; 7- The proposals of the board of directors concerning the remuneration of the members and the determination thereof; 8- The discharge or dismissal of the Board Members and the filing of the liability lawsuit against them, as the case may be. 9- The discharge or dismissal of the auditors and the filing of the liability lawsuit against them, as the case may be. 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 the number of his shares. Any shareholder who has the right to attend the general assembly may delegate to this effect any person elected by such shareholder, other than a Board Member, under a special written proxy. A proxy of a number of shareholders shall not hold in this capacity over (5%) of the capital of the Company. Shareholders who are incapacitated or lack capacity shall be represented by their legal representatives. www.lexismiddleeast.com 2- A juristic person may delegate one of its representatives or those in charge of its management under a decision passed by its board of directors or whomever is acting on its behalf to represent such juristic person in any general assembly of the Company. The delegated person shall have the powers prescribed under the delegation decision. Article 181- Control of the meetings of the general assembly 1- The Authority and the Competent Authority may send one or more controllers representing each of them to attend the meetings of the general assembly of companies without having any right to vote. The presence of such controllers shall be stated in the minutes of meeting of the general assembly. 2- The Central Bank or the Insurance Authority may send one or more controllers to attend the meetings of the general assembly of companies licensed by the Central Bank and the Insurance Authority, without having the right to vote. The presence of such controllers shall be stated in the minutes of meeting of the general assembly. Article 182- Powers of the general assembly 1- Subject to the provisions of this Decree-Law, the decisions issued hereunder, and the Company’s Statute, the general assembly shall have the power to consider all the issues in connection with the Company. The general assembly may not deliberate other than the topics listed on the agenda. 2- Notwithstanding the provisions of clause (1) of this article, the general assembly shall have the right to deliberate the serious incidents revealed during the meeting, and if the Authority or a number of shareholders holding at least (5%) of the capital of the Company requests, before commencing the discussion of the agenda of the general assembly, to list certain topics on the agenda, the president of the meeting shall respond to such request. The Authority may issue a decision determining the applicable conditions to list a new topic on the agenda of the general assembly. Article 183- Register of the meetings of the general assembly The shareholders shall register their names to attend the Company's general assembly in accordance with the controls, conditions, and procedures to be determined by a decision issued by the Authority in this regard. Article 184- Chairman of the general assembly The general assembly shall be chaired by the chairman of the board of directors of the Company, or his deputy in his absence, or any Board Member chosen by the board, in their absence. If the board of directors does not choose said member, the general assembly shall be chaired by any person it chooses. Also, the general assembly shall appoint a secretary for the meeting. If the general assembly considers a matter related to the president of the meeting, then it shall elect from among the shareholders a president of the meeting while discussing this matter. Article 185- Quorum at the meeting of the general assembly Unless the Company’s Statute provides for a higher percentage, the quorum at a meeting of the general assembly shall be deemed present if attended, in person or by proxy, by a number of shareholders representing at least (50%) of the capital of the Company. If the quorum is not present, the general assembly shall hold another meeting within a period not less than (5) five days and not more than (15) fifteen days from the date of the first meeting. The second meeting shall be deemed valid irrespective of the number of the present shareholders. Article 186- Withdrawal from the meeting of the general assembly If any of the shareholders or their representatives withdraws from the meeting of the general assembly after the quorum has been met, such withdrawal shall not affect the validity of the said meeting, provided that the decisions are passed by the majority prescribed in this Decree-Law for the remaining shares represented therein. Article 187- Discussion of the agenda of the general assembly 1- Every shareholder attending the general assembly shall have the right to discuss the topics listed on the agenda of the general assembly and to address questions to the Board Members and the auditor. The Board Members and the auditor shall reply to the questions to the extent as not to expose the interest of the Company to damage. 2- A shareholder may resort to the general assembly if he deems that the reply to his question is not adequate. The decision made by the general assembly shall be enforceable. Any provision to the contrary in the Company’s Statute shall be deemed null and void. www.lexismiddleeast.com Article 188- Voting on the decisions of the general assembly 1- Subject to the provision of Article (146) of this Decree-Law, voting on the general assembly’s decisions shall be conducted as determined by the Company’s Statute. However, voting shall be made by secret ballot if it is related to the election, dismissal, or accountability of the Board Members. Voting in the meetings of the general assembly may be made electronically subject to the controls and terms issued by the Authority in this regard. 2- Subject to the provision of Article (180) of this Decree-Law, the Board Members may not participate in voting on the decisions of the general assembly as regards to their discharge from liability for their management of the Company or matters in connection with their own benefit, conflict of interests, or a dispute arising between them and the Company. Article 189- Minutes of meetings of the general assembly 1- The minutes of the general assembly shall be drawn up, and they shall include the names of the shareholders present or represented, the number of the shares held by them, in person or by proxy, the votes prescribed for them, the decisions passed, the number of votes for or against such decisions, and a summary of the discussions at the meeting. 2- The minutes of the meeting of the general assembly shall be regularly drawn up after each meeting in a special register, to be kept in accordance with the conditions determined by a decision of the Authority. The minutes shall be signed by the chairman and secretary of the meeting, the canvasser, and the auditor. The persons who sign the minutes of meetings shall be responsible for the validity of their contents. Article 190- Decisions of the general assembly 1- The decisions of the general assembly shall be passed by the majority of the shares represented at the meeting, or a higher majority determined by the Company’s Statute. 2- Decisions passed by the general assembly in accordance with the provisions of this Decree-Law and the Company’s Statute shall be binding on all the shareholders, whether they were present or absent from the meeting at which the decisions have been passed and whether they agreed or objected to such decisions. Article 191- Execution of the decisions of the general assembly The chairman of the Company shall execute the decisions of the general assembly and notify a copy thereof to the Authority, the financial Market wherein the shares of the Company are listed, and the Competent Authority in accordance with the conditions specified by the Authority in this respect. Article 192- Access to the minutes of the general assembly 1- The minutes of meetings of the general assembly of shareholders shall be kept at the head office of the Company. Any shareholder may access such minutes free of charge within the prescribed working hours. 2- If the Company refuses or fails to comply with the provisions of this article, the Authority may issue an order to inspect the contents of the minutes in respect of the deliberations of the general assemblies. The Authority may issue an order imposing on the Company to deliver the required copies to the person or persons requesting them. Article 193- Stay of execution of a decision of the general assembly 1- At the request of shareholders who hold a percentage of at least (5%) of the shares of the Company, the Authority may issue a decision to stay the execution of the decisions passed by the general assembly of the Company to the detriment of the shareholders or in favour of a certain class of the shareholders or which bring a special benefit to the Board Members or others whenever it is established that the grounds of the request are serious. 2- A request to stay the execution of the decisions of the general assembly shall not be acceptable upon the expiry of (3) three Working Days from the date of such decisions. 3- The interested parties shall file the lawsuit to nullify such decisions before the Competent Court and notify the Authority with a copy thereof within (5) five days from the date of the decision staying the execution of the decisions of the general assembly, otherwise the stay of execution shall be deemed as void ab initio. 4- The court shall hear the lawsuit to nullify the decisions of the general assembly, and may order, summarily, the stay of execution of the decision made by the Authority at the request of the opponent until adjudication of the merits of the lawsuit. www.lexismiddleeast.com Article 194- Failure of electing the board of directors or to appoint the auditor 1- Subject to the provisions of Article (143) of this Decree-Law, if the general assembly of the Company fails to take a decision relating to the election of the Board Members at two consecutive meetings although the quorum is present, the Authority shall refer the matter to its chairman, after consultation with the Competent Authority and the entities supervising the activity conducted by the Company in the State, to appoint a temporary board of directors for not more than one fiscal year. At the end of the fiscal year, the temporary board of directors shall invite the general assembly of the Company to elect the Board Members. If such general assembly fails to elect the Board Members, the Authority shall refer the matter to its chairman, after consultation with the Competent Authority and the entities supervising the activity conducted by the Company in the State, to take the appropriate decision, including the dissolution of the Company. 2- If the general assembly of the Company fails to take a decision relating to the appointment of its auditor at its annual meeting in accordance with the provisions of Articles (245) and (246) of this Decree-Law although the quorum is present, the Authority may appoint the auditor of the Company for one fiscal year and determine his fees. Chapter 4 Capital of a Public Joint Stock Company Article 195- Capital of the Public Joint Stock Company The issued capital of the Public Joint Stock Company shall not be less than (30,000,000) thirty million dirhams. This minimum limit may be modified by a Cabinet decision based on the proposal of the Chairman of the Authority’s Board of Directors. Article 196- Increase of the Company’s capital 1- Subject to the provisions of this Decree-Law, the shareholders shall approve, by virtue of a Special Decision, each issue of new shares to increase the issued capital. 2- The Company may decide, after full payment of its issued capital, by virtue of a Special Decision, to increase its issued capital, and its board of directors shall implement this decision within three (3) years from the date of its issuance, otherwise, it shall be deemed as void ab initio in respect to the increase that was not implemented during the mentioned period. 3- The decision to increase the issued capital of the Company shall indicate the amount of such increase and the price of the new share issue. 4- If the increase of the issued capital of the Company involves contributions in kind, the provisions related to the valuation thereof as contained in this Decree-Law shall be applied. 5- The Authority shall issue a decision determining the conditions and controls for increasing the issued capital of the Company. Article 197- Methods to increase the capital of the Company The capital of the Company may be increased by any of the following ways: 1- Issue of new shares; 2- Capitalisation of the reserve; or 3- Conversion of the bonds or Sukuk issued by the Company into shares. Article 198- Issue premium and discount 1- The Company’s capital increase shares shall be issued with a nominal value equal to the nominal value of the original shares. However, the Company may by a Special Decision, subject to the approval of the Authority, decide the following: a- Adding an issue premium to the nominal value of the share and specifying its amount in case the market value exceeds the nominal value of the share. The issue premium shall be added to the statutory reserve even if it exceeds half of the capital. www.lexismiddleeast.com b- Granting an issue discount on the nominal value of the share and specifying its amount in case the market value is lower than the nominal value of the share. Against the issue discount, a negative reserve shall arise in the equity in the balance sheet to be paid by deduction from the Company’s future profits before approving the distribution of any dividends. 2- The Authority shall be provided with a report from an independent financial consultant accredited before the Authority specifying the method of calculating the issue premium or discount. Article 199- Pre-emptive right 1- Subject to the provisions of Articles (225), (226), (227), (228), (231), (285), and (299) of this Decree-Law, the shareholders shall have the pre-emptive right to subscribe to the new shares. Any provision to the contrary in the Company’s Statute or the decision to increase the issued capital shall be deemed null and void. 2- A shareholder may sell the pre-emptive right to another shareholder or to third parties in return for material consideration. The Board of Directors of the Authority shall issue the decision regulating the conditions and procedures for selling the pre-emptive right. Article 200- Subscription to new shares 1- Subscription to new shares shall be governed by the rules of subscription to the original shares. 2- The board of directors shall publish a summary for the pre-emptive rights issue accredited by the Authority in two local daily newspapers, one of them to be issued in Arabic, in order to notify the shareholders of their preemptive right in subscription to the new shares. Articles 201- Distribution of the new shares 1- New shares shall be distributed to the shareholders applying for subscription to shares, according to the number of shares they hold provided that this does not exceed the requests of each. 2- Subject to clause (2) of Article (199), the remaining shares shall be distributed to the shareholders who submitted applications for subscription to shares in excess of the number of shares they hold. Any balance shares thereafter shall be offered for Public Subscription, in accordance with the conditions determined by the Authority. Article 202- Capitalisation of the reserve By virtue of a Special Decision, the reserve may be merged in the capital of the Company by creating bonus shares to be distributed to the shareholders pro rata to the shares each of them holds, or by the increase of the nominal value of the shares, pro rata to the percentage of urgent increase in the capital. This shall not result in imposing on the shareholders any financial obligation. Article 203- Conversion of bonds or sukuk to shares Bonds or sukuk shall be converted to shares according to the prospectus and conditions approved by the Authority. The approval by the Central Bank shall be obtained in the event of companies licensed by it. Article 204- Decrease of the capital of the Company The capital of the Company may not be decreased without the consent of the Authority and the issuing of a Special Decision after hearing the report of the auditor. The capital may be decreased in either of the following cases: 1- If it exceeds the needs of the Company; 2- The Company has incurred a loss that cannot be compensated by future profits. Article 205- Methods to decrease the capital of the Company The capital may be decreased by any of the following methods: 1- Decreasing the nominal value of the shares, either by refunding part of its value to the shareholders or discharging them from the value of the share or any part thereof; 2- Decreasing the value of the shares by cancelling a part of such value equal to the loss incurred by the Company; 3- Cancelling a number of shares equal to the amount of the capital intended to be decreased; or www.lexismiddleeast.com 4- Purchasing a number of shares equal to the part intended to be decreased and cancelled. Article 206- Procedures to decrease the capital of the Company 1- Upon decreasing the capital by any method of decrease in accordance with the provisions of this Decree-Law, the Company shall adhere to the following: a- The controls, conditions, and procedures determined by a decision issued by the Authority. b- Publication of the decrease decision in accordance with the controls and procedures specified by the Authority, provided that the announcement includes the amount of the capital before and after the decrease, the value of each share and the effective date of the decrease. The creditors shall provide the Company with documents supporting their debts within (30) thirty days from the date of publishing the decrease decision. 2- If the decrease of the capital is made by the repayment of part of the nominal value of the shares to the shareholders or the discharge of the shareholders to the extent unpaid of the value of the shares or any part thereof, such decrease shall not be invoked towards the creditors who submitted their claims within the time limit set forth in clause (1/b) of this article, unless such creditors have collected their due debts or obtained the securities adequate for the repayment of the debts that have not yet fallen due. Article 207- Decision to increase or decrease the capital of the Company The board of directors of the Company shall, within (5) five Working Days from the effective date of the decision to increase or decrease its capital, register such decision with the Authority, the Competent Authority, and the Registrar. Chapter 5 Shares, Bonds, and Sukuk Article 208- Rights attached to shares 1- For all that is not specifically provided for in this Decree-Law, the shareholders of the Company shall be equal in the rights attached to the shares. The Company shall not issue different classes of shares. 2- Notwithstanding the provision of clause (1) of this article, the Council of Ministers may, upon proposal by the Chairman of the Authority’s Board of Directors, issue a decision determining other classes of shares and the conditions of issuing the shares, the rights and obligations arising therefrom, and the rules and procedures regulating them. 3- A shareholder may not request to recover his contribution to the capital of the Company. Article 209- Nominal value of the shares 1- The share shall have a nominal value, in accordance with the value specified in the Company’s Statute. 2- Shares may be issued by payment of their nominal value at least, provided that the balance value of such shares be paid within no later than (3) three years from the date of registration of the Company with the Competent Authority. 3- The Company may, by virtue of a Special Decision and subject to the approval of the Authority, divide the nominal value of its shares. Article 210- Nature of the shares The shares shall be nominal. No shares to the bearer shall be issued. The shares shall be negotiable. Article 211- Disposal of shares The method and conditions of disposal of shares shall be determined in accordance with the provisions of this Decree-Law, the regulations, and decisions issued by the Authority and the Company’s Statute, provided that the disposal of the shares does not entail the decrease of the share of the UAE Nationals in the capital of the Company below the limit prescribed by this Decree-Law. Article 212- Mortgage of shares www.lexismiddleeast.com Shares may be mortgaged by the delivery thereof to the creditor or his representative upon following the procedures prescribed in this respect. A mortgagee creditor shall collect the profits and use the rights attached to the share, unless otherwise agreed upon in the mortgage contract. Article 213- Transfer of ownership of shares listed in the Markets Ownership of the Company’s shares listed in any of the financial Markets licensed in the State shall be transferred in accordance with the applicable procedures of the Authority and the financial Market wherein such shares are listed. Article 214- Transfer of ownership of shares not listed in the Markets 1- Ownership of shares not listed in the Markets shall be transferred by the written entry of such disposal in a register maintained by the Company. Such shares shall be noted to this effect and the disposal may not be invoked against the Company or third parties only except as of the date of such entry in the register. 2- The Company may not register the disposal of the shares in the following cases: a- If such disposal is in violation of the provisions of this Decree-Law or the decisions issued in implementation thereof or the Company’s Statute; b- If the shares are mortgaged or attached by a Court order; c- If the certificate of shares is lost and the Company did not issue a replacement thereof; d- If the Company holds a debt on the shares, the Company may suspend the registration of the transfer of the shares, unless its debt is repaid; and e- If any of the contracting parties lacks capacity, is incapacitated, or declares its bankruptcy or insolvency. Article 215- Transfer of ownership of shares by inheritance, will, or a court ruling 1- If the ownership of a share is transferred by way of inheritance or will, the heir or legatee shall request to enter the transfer of ownership in the Shares Register. 2- If the transfer of ownership is under an enforceable court judgment, such transfer shall be entered in the Shares Register in accordance with this judgment. The transferee shall use the rights derived from such transfer from the date of such registration. Article 216- Non-divisibility of the share A share shall be indivisible. However, if the ownership of a share is transferred to several heirs or a share is held by several persons, they shall choose from among them a representative towards the Company. Such persons shall be jointly liable for the obligations arising from the ownership of the share. If they fail to agree on a representative, any of them may resort to the competent court to appoint such representative. Article 217- Restrictions of trading the shares of the founders 1- The founders’ shares in cash or in kind may not be traded prior to the publication of the balance sheet and the profit and loss account for at least two fiscal years commencing from the date of listing the Company in the financial Market in the State or from the date of entry of the Company in the commercial register with the Competent Authority in respect to companies excluded from listing. Such shares shall be noted to the effect that they constitute founders' shares. The provisions of this article shall apply to the subscriptions by the founders in the event of increase of the capital prior to the expiry of the prohibition period. 2- During the prohibition period, such shares may be mortgaged, their ownership transferred by a founder’s sale to another founder or by the heirs of a founder, in the event of his death, to third parties or by the bankruptcy trustee of a founder to third parties or under a final judgment. 3- The Board of Directors of the Authority may issue a decision to expand the period of prohibition set forth in clause (1) of this article, provided that it does not exceed (3) three years. Article 218- Attachment of shares The funds of the Company may not be attached due to debts payable by a shareholder. However, the creditors of the shareholder may attach the latter’s shares and the profits deriving therefrom. The share shall be noted to this effect in the share register and in the financial Market wherein the Company’s shares are listed. www.lexismiddleeast.com Article 219- Non-payment by a shareholder of the balance value of the share 1- If a shareholder in a Joint Stock Company fails to pay the instalment of the share value on the maturity date, the board of directors may notify the shareholder to pay the outstanding instalment by virtue of a registered letter. If the shareholder fails to make payment within (30) thirty days, the Company may sell the share in public auction or according to the decisions issued by the Authority. 2- The Company shall collect from the sale proceeds any overdue instalments and expenses as compensation for the delay and shall pay the balance amount to the holder of the share. The Company shall have the right of recourse against the shareholder’s own funds if the sale proceeds is not sufficient to settle the rights of the Company, and the shares shall be entered in the share register in the name of the purchaser. Article 220- Discharge of shareholders 1- The Company may not discharge a shareholder from his obligation to pay the value of a share. Such obligation may not be set off against any rights of the shareholder in the Company. 2- Any of the creditors of the Company may file a lawsuit against the shareholder to claim the value of the share. Article 221- Treasury shares 1- The Company may not mortgage its own shares or purchase such shares unless the purchase is intended to decrease the capital or to redeem the shares. In such event, such shares shall have no vote in the deliberations of the general assembly or a share of the profits. 2- Notwithstanding the provision of clause (1) of this article, and subject to the approval of the general assembly, the Company that has been incorporated since at least two fiscal years, may purchase a percentage not exceeding (10%) of its shares for the purpose of disposal thereof by any manner whatsoever, including disposals transferring ownership, in accordance with the terms and conditions determined by a decision of the Authority. Treasury shares may not be counted within the legal quorum in the general assembly meetings, and they shall have no vote in the deliberations thereof, nor a share of the profits until after the transfer of their ownership or their cancellation. In the event that those shares are cancelled, the Company’s capital shall be decreased pro rata to the number of the cancelled shares. The reduction process in this case shall not be governed by the provisions of Articles (204) and (206) of this Decree-Law. Article 222- Omitting the entry of data in the Shares Register If the name of any person or the number of the shares held by such person is omitted to be entered in the register of the shareholders of the Company, or in the event of any unjustified failure or delay to enter a data indicating that any person is not a shareholder, the injured person or any shareholder of the Company may request the Company to modify the particulars of the register, and the Company may reject the application for modification. In such event, the injured person may refer to justice. Article 223- Shareholders’ rights 1- A shareholder in a Joint Stock Company shall enjoy: a- All the rights attached to the share, particularly the right to obtain its share of the profits and assets of the Company upon its liquidation, and the right to attend the meetings of the general assembly and voting on its decisions, all in accordance with the terms and conditions provided for in this Decree-Law and the Company’s Statute. b- The right to have access to the books and documents of the Company and any documents in connection with a deal made by the Company and concluded with a related party under an authorisation from the board of directors or a decision of the general assembly or as provided by the Company’s Statute in this respect. 2- The court may impose on the Company to provide specific information to the shareholder in such a manner that does not conflict with the interests of the Company. 3- Any decision issued by the board of directors or the general assembly of the Company that may prejudice the rights of the shareholder vested therein under the provisions of this Decree-Law or the Company’s Statute or requires the increase of the obligations of such shareholder shall be deemed null and void. Article 224- Financial aid www.lexismiddleeast.com 1- The Company or any of its subsidiaries may not provide a financial aid to any person so as to enable him to own any Securities issued by the Company. Financial aid includes in particular the following: a- Providing loans. b- Granting gifts or donations. c- Providing the Company's assets as collateral. d- Providing a collateral or guarantee for the obligations of another person. e- Using any of the Company's reserves or funds or profits generated to pay off any of that person's obligations. 2- Financial aid does not include any guarantees, undertakings, or compensation that the Company provides to any of the underwriters during any offering or subscription to the Company's shares. 3- As an exception to the provisions of clause (1) of this article, companies licensed by the Central Bank to engage in financing activities may provide loans to any person to enable him to own any Securities issued by these companies, provided that the loans granted do not include any preferential terms that they do not grant to their other clients and in a manner that does not conflict with the legislation and regulations in force at the Central Bank. Article 225- Contribution by the Strategic Partner 1- Notwithstanding the provisions of Articles (197), (199), (200) and (201) of this Decree-Law, the Company may under a Special Decision, increase its capital by admitting a Strategic Partner. The Board of Directors of the Authority shall issue a decision determining the conditions and procedures for the entry of the Strategic Partner as a shareholder of the Company. 2- The board of directors of the Company shall present to the general assembly a study showing the benefits to be achieved by the Company from the entry of the Strategic Partner as a shareholder in the Company. 3- The Authority and the Competent Authority may reject the Strategic Partner’s contribution in the Company if such contribution may contravene the applicable laws or regulations of the State or prejudice the public interest. Article 226- Conditions of the Strategic Partner’s contribution 1- The board of directors of the Company shall offer the shares to the Strategic Partner within three months from the date of the issuance of the decision approving the entry thereof as a shareholder in the Company, and after taking into account any conditions or controls set by the Authority in this regard. 2- If the board of directors fails to offer the new shares to the Strategic Partner within the three-month period set forth in clause (1) of this article or if the Strategic Partner fails to subscribe to such shares within a period not exceeding (30) thirty days from the date of offering the shares to such partner, the decision of the general assembly increasing the Company’s capital to admit the Strategic Partner shall be deemed as void ab initio. Article 227- Capitalisation of cash debts 1- Notwithstanding the provisions of Articles (197), (199), (200) and (201) of this Decree-Law, the Company may under a Special Decision, increase its capital by the capitalisation of its cash debts. 2- The Company’s board of directors shall submit to the general assembly a study showing the necessity to capitalise the cash debts. 3- Any debts payable to the Federal Government, the Local Governments, the public authorities and establishments in the State, the banks, and the financing companies, shall be deemed as cash debts in accordance with the provisions of this Decree-Law. 4- The Board of Directors of the Authority shall issue a decision determining the conditions and procedures for capitalising the cash debts. Article 228- Employees’ share incentive scheme 1- Notwithstanding the provisions of Articles (197), (199), (200) and (201) of this Decree-Law, the Company may under a Special Decision, increase its capital by the application of the share incentive scheme for the employees of the Company. 2- The Company’s board of directors shall submit to the general assembly, the share incentive scheme for the employees of the Company. 3- The Board Members of the Company may not participate in the employees’ share incentive scheme. www.lexismiddleeast.com 4- The Board of Directors of the Authority may issue a decision including the conditions and mechanism to implement an employees’ share incentive scheme. Article 229- Share certificates 1- Unless the Company, after its incorporation, has listed its shares in any of the financial Markets in the State, the board of directors shall, within (3) three months from the date of registration of the Company in the Commercial Register with the Competent Authority, substitute the notices to allocate the shares by share certificates. 2- Share certificates shall be signed by at least two Board Members, stating the name of the shareholder, the number of the shares subscribed thereto, the method of payment of their value, the part paid of such value, the date of payment, the serial number of the certificate, the numbers of the shares held by the shareholder, the issued capital of the Company, the head office and the term of the Company, and the date of the decision authorising the incorporation of the Company. Such certificates shall substitute the shares. Shares certificates may be issued, signed, and saved electronically, in accordance with the controls issued by the Authority in this regard. 3- If the value of the share is paid in instalments, the Company’s obligation to deliver the share certificate shall be adjourned until full payment of the value of the shares. The shares representing contributions in kind may not be delivered until after the transfer of ownership of such contributions in kind to the Company. Article 230- Loss or destruction of shares, bonds, or sukuk certificates 1- If a share, bond or sukuk certificate is lost or destroyed, the holder of the certificate in whose name the certificate is registered may request a replacement thereof. The holder of the certificate shall publish the numbers of the lost or destroyed certificates and their quantity in two daily local newspapers, one of them to be issued in Arabic. 2- If no objection is filed with the Company within thirty days from the date of publication, the Company shall give the holder of the former certificate a new certificate, stating that it is a replacement of the lost or destroyed certificate. Such new certificate shall confer all the rights on its holder and impose on him all the obligations connected with the lost or destroyed certificate. Article 231- Issuing bonds or sukuk 1- After the Authority’s approval, the Company may issue negotiable bonds or sukuk, whether or not they are convertible into shares in the Company, for equal values per each issue. 2- Bonds or sukuk shall remain nominal until full payment of its value. 3- Bonds or sukuk may not be converted into shares unless stipulated in the prospectus. If conversion is decided as regards bonds or sukuk which are not required to be converted into shares, the holder thereof shall have solely the right to accept the conversion or collect the nominal value of the bond or sukuk. 4- As an exception to the provisions of Articles (196), (199), (200) and (201) of this Decree-Law, the Company may, by virtue of the Special Decision approving the issue of the bonds or sukuk convertible into shares, increase its capital by converting the same into shares in its capital. Article 232- Conditions to issue bonds or sukuk 1- Bonds or sukuks and any other debt instruments shall be issued by virtue of a Special Decision made by the general assembly of the Company. The general assembly may authorise the board of directors to schedule the date for issuing the bonds or sukuk. 2- The Authority shall issue a decision specifying the conditions, controls, and procedures for issuing bonds or sukuk and any other debt instruments. Article 233- Increase or decrease of the capital after issuing bonds or sukuk Upon issuing a Special Decision to issue bonds or sukuk convertible to shares and until the date of such conversion or payment of their value, the Company may not decrease its capital or increase the rate decided to be distributed as a minimum limit of profits to the shareholders. In the event of decrease of the capital of the Company due to the losses by way of cancellation of a number of shares or decrease of the nominal value of the share, the capital shall be decreased, as if the holders of the bonds are shareholders. Article 234- Profits of bonds or sukuk upon their conversion into shares www.lexismiddleeast.com Shares obtained by holders of bonds or sukuk that have been converted into shares in the Company’s capital shall have a share of the profits to be distributed for the fiscal year during which the conversion took place unless the prospectus for the issue of those bonds or sukuk provides otherwise. Article 235- Date of payment of bonds or sukuk The Company may not advance or delay the date of payment of bonds or sukuk unless otherwise provided by the decision to issue the bonds or sukuk and the prospectus. However, if the Company is dissolved other than by merger, the holders of bonds or sukuk may claim the value of their bonds or sukuk prior to their maturity date. The Company may also offer such payment to them. In either event, if payment is made, interests shall not be forfeited for the remaining period of the loan. Article 236- Rights of the holders of bonds or sukuk The rights of the holders of bonds or sukuk issued by the Company, which are not offered for Public Subscription in the agreement giving rise to such bonds or sukuk shall be determined. Such agreement shall also include procedures necessary for the holders of bonds or sukuk to hold meetings and appoint any committees, voting rights, and all the other related issues and the conditions of converting them to shares in the Company if they are convertible. The Authority may issue a decision regulating the rights of the holders of bonds or sukuk. Chapter 6 Finance of the Public Joint Stock Company Article 237- Preparing the accounts of the fiscal year 1- The board of directors of each Joint Stock Company shall prepare accounts of every fiscal year including the balance sheet as per the last day of the fiscal year and a statement of the profits and losses account. 2- The accounts of the Company shall be prepared in accordance with the International Accounting Practices and Standards. Such accounts shall reflect a true and fair view of the profits or losses of the Company for the fiscal year and the affairs of the Company at the end of the fiscal year and shall comply with any other requirements prescribed in this Decree-Law and the decisions issued by the Authority in this respect. 3- The financial statements shall be approved upon signing them by the Board Members or by the chairman and the auditor. Article 238- Auditing the accounts of the fiscal year 1- The accounts of the Company’s fiscal year shall be reviewed by the auditor, who shall prepare a report thereon. Such accounts shall be approved by the board of directors and presented to the general assembly together with the auditor's report, within (4) four months from the end of the fiscal year of the Company. 2- The Company shall provide the Authority and the Competent Authority with a copy of the accounts and the auditor's report within (7) seven days from the date of convening the general assembly to whom the accounts and the auditor's report have been provided. Article 239- Accounting practices and standards The International Accounting Practices and Standards shall be applied by the companies upon preparing their periodical and annual accounts and determining the dividends. Article 240- Publication of the balance sheet of the Company The annual financial statements of the Company shall be published in accordance with the controls set by the Authority, and a copy thereof shall be deposited with both the Authority and the Competent Authority. Article 241- Statutory reserve 1- (10%) of the net profits of the Company shall be set aside every year and allocated to create a statutory reserve, unless the Company’s Statute provides for a higher percentage. www.lexismiddleeast.com 2- The general assembly may suspend such deduction whenever the statutory reserve reaches (50%) of the paid capital of the Company, unless the Company’s Statute provides for a higher percentage. 3- The statutory reserve may not be distributed as dividends to the shareholders. However, the statutory reserve exceeding (50%) of the capital may be distributed as profits to the shareholders in accordance with the percentage determined in the Statute in the years wherein the Company does not make sufficient net profits to distribute such percentage. Article 242- Optional reserve The Statute of any Joint Stock Company may provide for the allocation of a certain percentage of the net profits to create an optional reserve to be allocated for the purposes provided by the Statute. The optional reserve may not be used for any other purposes except by virtue of a decision by the general assembly of the Company. Article 243- Distribution of profits 1- The general assembly of the Company shall determine the percentage of net profits to be distributed to the shareholders after deducting the statutory reserve and the optional reserve. 2- A shareholder shall be entitled to his share of the profits pursuant to the conditions determined under a decision of the Authority. 3- Subject to clause (1) of this article, the Company’s Statute may provide for the distribution of annual, semiannual, or quarterly profits. Article 244- Social responsibility of Companies 1- The Company, after the approval of the Authority, may decide by virtue of a Special Decision, to allocate a percentage of its annual profits or accumulated profits to social responsibility. 2- The Company shall disclose on its website after the end of the fiscal year whether or not it has carried out its social responsibility. 3- The auditor's report and the Company's annual financial statements shall include the entity or entities that benefit from these social contributions. Chapter 7 Auditors of Public Joint Stock Companies Article 245- Appointment of the Company’s auditor 1- Every Public Joint Stock Company shall have one or more auditors to be nominated by the board of directors and presented to the general assembly for approval. 2- The general assembly shall appoint an auditing company for one renewable year, and the Company's board of directors may not be delegated to this effect, provided that the auditing company does not undertake the audit of the Company for a period of more than six (6) consecutive fiscal years from the date of assuming the audit thereof. In this case, the partner responsible for auditing the Company shall be changed after the end of three (3) fiscal years. The auditing company may be reassigned to audit the Company’s accounts after the lapse of at least two (2) fiscal years from the date of the expiry of its appointment period. The founders of the Company may upon its incorporation appoint one auditing company or more to be approved by the Authority to assume its duties until the completion of the general assembly's work for the first fiscal year. 3- The general assembly shall determine the fees of the auditor. The board of directors may not be delegated to this effect, provided that such fees be reflected in the Company’s accounts. Article 246- Conditions to be met by the Company’s auditor The Board of Directors of the Authority shall issue a decision determining the conditions to approve the auditors of Public Joint Stock Companies. In particular, the auditor shall meet the following conditions: 1- He shall be licensed to practice the profession in the State and have experience in auditing Joint Stock Companies for at least (5) five years; www.lexismiddleeast.com 2- His name shall be approved by the Authority; 3- He shall not combine the profession of auditor and the capacity of a shareholder in the Company, nor occupy the office of Board Member or any technical, administrative, or executive office therein; 4- He shall not be a partner or agent of any of the founders of the Company or any of its Board Members or a relative of any of them up to the second degree. 5- The name of the auditor shall be approved by the Central Bank with respect to companies licensed by the latter. 6- He shall provide a professional insurance to the Authority when it so requires. Article 247- Audit report 1- Subject to the provisions of the Federal Law on the Regulation of the Auditing Profession, and its amendments, the auditor shall issue a report on the accounts audited by him. If the Company has more than one auditor, said auditors shall distribute the duties among themselves and each of them shall provide a separate report on the issues of the task assigned thereto, and then all the auditors shall prepare a joint report for which they shall be jointly liable. The auditor shall state his name on the report and sign it. 2- The report shall state whether the accounts have been prepared in accordance with the provisions of this Decree-Law and whether the accounts give a fair view of the financial position of the Company. Article 248- Duties of the Company’s auditor 1- The auditor shall audit the accounts of the Company, inspect the balance sheet and the profits and losses account, review the transactions of the Company with the related parties, and verify the application of the provisions of this Decree-Law and the Company’s Statute. The auditor shall provide a report on such inspection to the general assembly and dispatch a copy thereof to the Authority and the Competent Authority. 2- Upon preparing his report, the auditor shall verify the following: a- The extent of validity of the accounting registers kept by the Company. b- The extent of consistency between the Company’s accounts and the accounting registers. 3- The auditor shall review all the registers, papers, and other documents of the Company. He may require such explanations as the auditor may deem necessary to perform his duties. The auditor may also verify the assets, rights, and obligations of the Company. 4- If no facilities are provided to the auditor to perform his duties, the auditor shall evidence the same in a report to be submitted to the board of directors. If the board of directors fails to facilitate the task of the auditor, the latter shall send a copy of the report to the Authority. 5- The subsidiary and its auditor shall provide any information and explanations requested by the auditor of the holding Company for the purposes of audit. Article 249- Confidentiality of the particulars of the Company The auditor shall keep the confidentiality of the particulars of the Company he has perused in the course of performing his duties with the Company. The auditor may not disclose such particulars to third parties or to the shareholders other than during the general assembly, failing which the auditor shall be dismissed, without prejudice to the civil and criminal liability, where necessary. Article 250- Prohibition of trading in Securities by the auditor The auditor and his employees may not purchase the Securities of the Company whose accounts are audited by him or sell such Securities directly or indirectly or provide any consultancies to any person in connection with such Securities, failing which the auditor shall be dismissed, without prejudice to the civil and criminal liability, where necessary. Article 251- Notification of crimes and violations 1- The auditor shall notify the Authority of any violations of the provisions of this Decree-Law or any violations that constitute a crime detected upon performance of his duties at the Company, within (10) ten days from the date of detecting the violation. www.lexismiddleeast.com 2- If the auditor breaches the provision of clause (1) of this article, the Authority may suspend the auditor from auditing the accounts of Public Joint Stock Companies for no more than (1) one year, cancel his accreditation by the Authority, or refer the auditor to the Public Prosecution, where necessary, and at all events, notify the Ministry and the Competent Authority in this respect. Article 252- Contents of the auditor's report The auditor shall read his report at the general assembly of the Company upon consideration of the balance sheet of the Company, provided that his report states whether the auditor has inspected the information that he deems necessary for the satisfactory performance of his duties and prepared the accounts in accordance with the provisions of this Decree-Law, and that such accounts reflect, in particular, the following issues: 1- The position of the Company at the end of the fiscal year, particularly the balance sheet of the Company; 2- The profits and losses account; 3- The Company’s maintaining of regular accounts; 4- A statement whether the Company has purchased any shares or stocks during the fiscal year; 5- An indication that the data contained in the board of directors’ report are identical to the books and registers of the Company; 6- A statement of the deals with conflicts of interest and the financial transactions made between the Company and any of the related parties and the procedures taken in that respect; 7- A statement whether, within the limit of the information made available to the auditor, any violations of the provisions of this Decree-Law or the Company’s Statute have occurred during the fiscal year so as to adversely affect the activity or financial position of the Company, whether such violations still exist or not, and whether there are any fines imposed on the Company due to such violations; 8- A statement whether there are fines imposed on the Company due to violations of this Decree-Law or the Company’s Statute during the ending fiscal year and whether such violations still exist; and 9- In the event of accounts of any group, a statement indicating the financial position at the end of the fiscal year and the profits and losses account of the holding Company and its subsidiaries, including the consolidated statements as a whole, in connection with the relevant parties in the holding Company. Article 253- Dismissal of the Company’s auditor 1- The Company may, under a decision taken by its general assembly, dismiss the auditor. 2- The chairman of the board of directors shall notify the Authority of the decision dismissing the auditor and the reasons therefor, within a period not exceeding seven (7) days from the date of the dismissal decision. Article 254- Resignation of the Company’s auditor 1- The auditor may resign from his office under a written notice given to the Company and the Authority. Such notice shall be deemed as termination of his task as an auditor in the Company from the date of giving the notice or on any later date as determined in the notice. 2- The auditor who resigns for any reason shall file with the Company and the Authority a statement of the reasons for his resignation. The board of directors of the Company shall invite the general assembly to convene within (10) ten days from the date of filing for resignation to consider the reasons for resignation and appoint another auditor and determine his fees. Article 255- Liability of the Company’s auditor The auditor shall be liable towards the Company for the audits and the validity of the statements in his report and to indemnify the damage incurred by the Company due to his acts upon performing his job. If there is more than one auditor, each of them shall be liable for his own fault that caused the damage. Article 256- Liability lawsuit against the Company’s auditor The liability lawsuit against the auditor of the Company shall be time-barred upon the expiry of one year from the date of convening the general assembly at which the auditor's report is read. If the act attributed to the auditor constitutes a crime, the liability lawsuit shall not be time-barred except upon the prescription of the public lawsuit. www.lexismiddleeast.com Title 5 Private Joint Stock Companies Article 257- Definition of the Private Joint Stock Company 1- A Private Joint Stock Company is a Company wherein the number of the shareholders is not less than two. The capital of the Company shall be divided into shares of equal nominal value, to be paid in full without offering any shares for Public Subscription, and conducted by signing the Company’s Memorandum of Association and complying with the provisions of this Decree-Law in terms of its registration and incorporation. A shareholder shall be liable only to the extent of his share in the capital of the Company. 2- As an exception to the minimum number of shareholders stipulated in clause (1) of this article, a juristic person may incorporate and own all shares in a Private Joint Stock Company, and the owner of the Company's capital shall not be liable for its obligations except within the limits of the Company's capital stated in its Memorandum of Association. The name of the Company shall be followed by the expression "Sole Proprietorship - Private Joint Stock Company". The provisions of the Private Joint Stock Company set forth in this Decree-Law shall apply to such owner to the extent that does not conflict with the nature of the Company. The Minister shall issue a decision on the procedures for incorporating and managing a Sole Proprietorship - Private Joint Stock Company in a manner that is consistent with its nature. Article 258- The Company’s capital 1- The issued capital of the Company shall not be less than (5,000,000) five million dirhams and shall be paid in full. Such limit may be modified by virtue of a Cabinet decision based on the proposal of the Minister. 2- Private Joint Stock Companies existing and registered with the Ministry prior to the effective date of this Decree-Law shall be excluded from the minimum limit of capital set forth in clause (1) of this article. Article 259- Founders Committee 1- The founders shall choose from among them a committee to be called the "Founders Committee" and consisting of at least two members, to carry out the procedures for incorporating and registering the Company with the competent authorities. Said committee shall be fully liable for the validity, accuracy, and completion of all documents, studies, and reports submitted to the relevant authorities in connection with the incorporation, licensing, and registration of the Company. In the event of a Sole Proprietorship, the founder shall act as the said committee. 2- The Founders Committee may delegate one of its members or a third party to follow up and complete the incorporation procedures with the Authority and the Competent Authority according to the controls laid down by the Ministry in this respect. Article 260- Filing the application for incorporation with the Competent Authority 1- The Founders Committee shall submit the application for incorporation to the Competent Authority, together with the Memorandum of Association and Statute of the Company, the economic feasibility of the project to be established by the Company and the timetable proposed for implementing such project. 2- The Competent Authority shall consider the application for incorporation and issue its initial approval thereof or reject it and shall notify the Founders Committee within (10) ten Working Days from the date of submission of the application, if the application is complete or from the date of completion of the required documents or statements. The Competent Authority’s failure to issue its initial approval within the said period shall be deemed as a rejection of the application for incorporation. 3- The Founders Committee may file an appeal before the competent court, against the rejection decision issued by the Competent Authority within (30) thirty days from the date of its notification of the decision of rejection or from the lapse of the period set out in clause (2) of this article if no such decision has been issued. Article 261- Filing the application for incorporation with the Ministry 1- The Founders Committee shall submit the application for incorporation to the Ministry together with the initial approval of the Competent Authority, the Memorandum of Association and Statute of the Company, the economic feasibility of the project to be established by the Company, the timetable proposed for implementing such project, and any approvals made by the concerned authorities and relating to the application, according to the applicable requirements of the Ministry. www.lexismiddleeast.com 2- The Ministry shall consider the application for incorporation and notify the Founders Committee of its observations on the application for incorporation and its documents within (10) ten Working Days from the date of its submission or from the date of filing the valuation of the contributions in kind, if any. The Founders Committee shall complete any deficiency or make any amendments that the Ministry may deem necessary to complete the application for incorporation, within (10) ten Working Days from the date of the notice, failing which the Ministry may consider the same as a waiver of the application for incorporation. 3- The Ministry shall dispatch a copy of the application and its documents to the Competent Authority within (5) five Working Days from the date of completing the application for consideration. Then, the Ministry shall meet with the Competent Authority within (5) five Working Days from the date of sending a copy the application to the Ministry. If the Competent Authority has any observations thereon, the Ministry shall notify the Founders Committee thereof and complete the deficiency or make any amendments that the Competent Authority may deem necessary to complete the application for incorporation within 5 (five) Working Days from the date of notifying the Founders Committee, failing which the Ministry may consider the same as a waiver of the application for incorporation. 4- The Competent Authority shall issue a decision to grant the licence after the approval of the Ministry. Article 262- Shares Register Secretariat 1- Private Joint Stock Companies shall have a register wherein the names of the shareholders, the number of shares held by each of them, and any dispositions thereof shall be entered. Such register shall be delivered to the Shares Register Secretariat. 2- The Authority shall, in coordination with the Ministry, issue a decision to regulate, supervise and control the work of the Shares Register Secretariat. Article 263- Certificate of incorporation 1- The Founders Committee or its representative shall apply to the Ministry for the issuance of the incorporation certificate of the Company. The application shall be accompanied with: a- A bank certificate confirming the deposit of the issued capital of the Company; b- The authenticated Memorandum of Association and Statute of the Company; c- A copy of the Competent Authority’s decision of the initial licensing approval; d- A statement of the names of the Board Members of the Company and written acknowledgement by them that their membership is not in conflict with the provisions of this Decree-Law and the decisions issued hereunder; e- A statement of the names of the members of the Internal Sharia Control Committee and the Sharia Controller if the Company conducts its business in accordance with the provisions of the Islamic Sharia; f- A certificate confirming that the register of shareholders has been delivered to the Shares Register Secretariat; and g- Any other documents requested by the Ministry. 2- In the event of completion of the documents set forth in clause (1) of this article, the Ministry shall issue a certificate of incorporation of the Company within (2) two Working Days from the date of submitting the complete application. 3- The registration of the Company with the Ministry shall be published in accordance with the conditions laid by the Minister in this respect at the expense of the Company. Article 264- Commercial licence of the Company 1- The board of directors of the Company shall, within (5) five Working Days from the date of the Ministry’s issuance of the incorporation certificate, undertake its registration procedures before the Competent Authority. 2- The Competent Authority shall enter the Company in the commercial register and issue a commercial licence therefor within (3) three Working Days from the date of completion of the documents and payment of the fees. Article 265- Transfer of ownership of shares www.lexismiddleeast.com 1- Ownership of shares shall be transferred by the registration of such disposal with the Shares Register Secretariat. Such disposal may not be invoked towards the Company or third parties except from the date of such registration with the Shares Register Secretariat. 2- A Private Joint Stock Company shall not register any assignment of its shares except through the Shares Register Secretariat. 3- The Shares Register Secretariat may refuse to enter the assignment of shares in any of the cases provided for in clause (2) of Article (214) of this Decree-Law. Article 266- Restrictions on the transfer of ownership of shares 1- Ownership of shares of a Private Joint Stock Company may not be transferred prior to the publication of the balance sheet and the profits and losses account for at least one fiscal year commencing from the date of registration of the Company in the commercial register with the Competent Authority. The provisions of this article shall apply in the event of increase of the capital prior to the expiry of the prohibition period. 2- During the prohibition period, such shares may be mortgaged, their ownership may be transferred by the shareholder’s sale thereof to another shareholder, or by the shareholder’s heirs sale thereof in the event of his death, to third parties or by the bankruptcy trustee of a shareholder to third parties or under a final judgment. 3- The Minister may issue a decision to extend or shorten the period of prohibition set forth in clause (1) of this article, provided that it is not less than (6) six months and not more than (2) two years. Article 267- Application of the provisions concerning Public Joint Stock Companies Notwithstanding the provisions of Public Subscription, and for all that is not specifically provided for herein, all the provisions of this Decree-Law concerning Public Joint Stock Companies shall apply to Private Joint Stock Companies, and the term "Ministry" shall replace the term "Authority" wherever it may appear therein. Title 6 Holding Companies and Investment Funds Chapter 1 Holding Companies Article 268- Definition of the holding Company 1- A holding Company is a Joint Stock Company or a Limited Liability Company that establishes subsidiaries inside the State or abroad or controls existing companies, by holding shares or membership interests enabling such Company to control the management of the subsidiary and have influence on the decisions thereof. 2- The name of the Company followed by the expression “Holding Company” shall appear on all the papers, advertisements, and other documents issued by the Holding Company. Article 269- Objects of the Holding Company 1- The objects of a Holding Company shall be limited to the following: a- Holding shares or membership interests in Joint Stock Companies and Limited Liability Companies; b- Providing loans, guarantees, and finance to its subsidiaries; c- Owning movables and real estates required to commence its activity; d- Managing its subsidiaries; and e- Owning industrial property rights from patents, trademarks, industrial drawings and models, royalties, and leasing the same to its subsidiaries or to other companies. 2- Holding Companies may not conduct their activities except through their subsidiaries. Article 270- Accounts registers to be kept by subsidiaries www.lexismiddleeast.com A Holding Company shall take the required procedures to ensure that the subsidiaries keep the required accounting registers to enable the Board Members or the board of managers of the Holding Company to confirm that the financial statements and the profits and losses account are compliant with the provisions of this Decree-Law. Article 271- Subsidiaries 1- A Company shall be considered as a subsidiary of a Holding Company in any of the following cases: a- If the Holding Company holds dominating and controlling shares in the capital of the Company and controls the formation of its board of directors; or b- If the Company is affiliated to a subsidiary. 2- A subsidiary shall not be a shareholder in its own Holding Company. Any allocation or transfer of any shares in a Holding Company to any of its subsidiaries shall be deemed null and void. 3- If a Company that owns shares or membership interests in a Holding Company becomes a subsidiary of such Holding Company, such Company shall continue to be a shareholder in the Holding Company, provided that: a- The subsidiary be deprived of the right to vote in the meetings of the board of directors of the Holding Company or the meetings of its general assembly; and b- The subsidiary disposes of its shares in the Holding Company within (12) twelve months from the date of the Holding Company’s acquisition of the subsidiary. Article 272- Fiscal year of the Holding Company The Holding Company shall, at the end of every fiscal year, prepare a consolidated balance sheet, the profits and losses account, and the cash flow of the Holding Company and all its subsidiaries and shall present them to the general assembly, together with the relevant notes and statements, in accordance with the internationally accepted accounting and audit practices and standards. Chapter 2 Investment Funds Article 273- Formation of Investment Funds 1- Investment Funds shall be established according to the conditions and controls stated in a decision issued by the Authority in this regard. 2- The licenses of Investment Funds issued by the Central Bank before the date of entry into force of this DecreeLaw shall be excluded from the provisions of clause (1) of this article. Article 274- Legal personality of the Fund The Investment Fund shall have an independent legal personality, legal form, and financial liability. Title 7 Conversion, Merger, and Acquisition of Companies Chapter 1 Conversion of Companies Article 275- Rules of Conversion Any Company may be converted from one form into another, while keeping its legal personality, in accordance with the provisions of this Decree-Law and the regulations and decisions regulating the conversion of companies issued by the Ministry or the Authority, each within its own competencies, in coordination with the Competent Authority. Article 276- Conversion of the Company into another legal form www.lexismiddleeast.com 1- Subject to the provision of Article (299) of this Decree-Law, a Public Joint Stock Company may be converted to a Private Joint Stock Company if the following conditions are met: a- The approval of the joint committee formed, under a decision by the Minister, from the Ministry of Economy, the Securities & Commodities Authority, and the Competent Authority, to consider the application for conversion into a Private Joint Stock Company; b- The lapse of (5) five audited fiscal years from the date of registration in the commercial register as a Public Joint Stock Company. In the event of its conversion into a Private Joint Stock Company, the Company may not reapply for conversion into a Public Joint Stock Company until after the expiry of (5) five audited fiscal years from the date of registration in the commercial register as a Private Joint Stock Company; and c- Issue of a Special Decision by the general assembly approving the conversion of the majority shares representing (90%) of the capital of the Company. 2- Save for a Public Joint Stock Company, a Company may convert into a Joint Liability Company, a Limited Partnership Company, a Limited Liability Company, or a Private Joint Stock Company if the following conditions are met: a- Issuance of a decision in accordance with the conditions prescribed for amending the Memorandum of Association and the Statute of the Company. b- Expiry of a period of at least two audited fiscal years of the Company from the date of its registration in the commercial register. c- The unanimous consent of the partners in the event of conversion into a Joint Liability Company. d- The completion of the incorporation and registration procedures prescribed for the proposed form of conversion. Article 277- Conversion into a Public Joint Stock Company Subject to the provisions of Article (275) of this Decree-Law, the following is required for the conversion of a Company into a Public Joint Stock Company: 1- The payment of the full value of the issued shares or the partners’ shares; 2- The expiry of at least two audited fiscal years; 3- The issuance of a Special Decision or any similar action to convert the Company into a Public Joint Stock Company. 4- Any other conditions specified in a decision of the Authority’s Board of Directors. Article 278- Documents of conversion into a Public Joint Stock Company 1- Any Company may be converted into a Public Joint Stock Company, by virtue of an application on the form prepared by the Authority for such purpose, signed by the authorised signatory of the Company. 2- The following documents shall be attached to the application: a- The amended Memorandum of Association and Statute of the Company; b- The decision by the general assembly of the relevant Company or whomever is acting on its behalf passed by the majority prescribed for amending the Memorandum of Association or Statute of the Company, including the approval of any necessary increase of the capital and the conversion of the Company into a Public Joint Stock Company. The decision of conversion made by the partners or shareholders shall include any changes in the Memorandum of Association or Statute of the Company as required by the circumstances, including the change of the name of the Company; c- The approval by the Ministry and the Competent Authority on the conversion of the Company into a Public Joint Stock Company; d- A balance sheet of the Company prepared within six months prior to the date of the application for conversion, in addition to a copy of a reservation-free report from the auditor of the Company regarding such balance sheet; e- A written statement by the auditors of the Company, wherein they acknowledge that the net assets of the Company on the date of preparing the balance sheet are not less than the required share capital and undistributed reserves. www.lexismiddleeast.com f- An assessment of the contributions in kind of the Company, prepared in accordance with the provisions of Article (118) of this Decree-Law. g- An acknowledgement by any manager or the board of directors, as the case may be, confirming that the following conditions are met: 1- The issuance of a decision by the general assembly of the Company or whomever is acting on its behalf approving the conversion and the fulfilment of all the other requirements provided for in this Decree-Law; and 2- The absence of any adverse material change in the financial position of the Company during the period from the date of the relevant balance sheet and the date of application for conversion. h- Any other documents required by the Authority for conversion. Article 279- Announcement of the conversion decision 1- The Company shall announce the conversion decision in two daily local newspapers issued in the State, one of them to be issued in Arabic, within (5) five Working Days from the date of the conversion decision and shall notify the shareholders or partners and the creditors thereof by registered letters. 2- The announcement and the notice to the shareholders or partners and the creditors set forth in clause (1) of this article shall include the right of any of the creditors of the Company and the holders of loan bonds or sukuk, and any concerned shareholders or partners to object to the conversion at the head office of the Company. Article 280- Objection to the conversion decision 1- A partner or shareholder who objects to the conversion decision may withdraw from the Company and recover the value of his interests or shares, by virtue of an application filed in writing with the Company within (15) fifteen days from the date of completion of the publication of the conversion decision. The value of the shares or membership interests shall be paid according to their market or book value on the date of conversion, whichever is higher. 2- The shareholders or partners, the creditors of the Company, the holders of loan bonds or sukuk, and any concerned party may file an objection with the Company within (30) thirty days from the date of the notice of the conversion decision and a copy of the objection shall be delivered to the Ministry or the Authority, as the case may be, and the Competent Authority, provided that the objecting party states the subject-matter of his objection and the grounds of such objection, and the damage that he claims to have suffered specifically. 3- If the Company fails to settle the objections for any reason whatsoever within no later than (30) thirty days from the date of delivery of a copy of the objection to the Ministry or the Authority, as the case may be, and the Competent Authority, the objecting party may resort to the competent court. 4- The conversion decision shall remain stayed unless the objection is waived by the objecting party or the Court rejects the objection by a final judgment, or the Company pays the debt if urgent or provides sufficient securities if deferred. 5- If no objection has been filed against the conversion decision within the period provided for in clause (2) of this article, the same shall be deemed as an implicit acceptance of the conversion. Article 281- Sale of part of the shares of the Company upon its conversion 1- A Company wishing to convert into a Public Joint Stock Company, after the approval of the Authority and the issuance of a Special Decision by its general assembly, shall sell its shares and/or offer new shares for Public Subscription in accordance with the regulations issued by the Authority in this regard. 2- The Authority shall issue a decision specifying the controls and conditions for selling and offering shares for Public Subscription when the company converts into the legal form of Public Joint Stock Company. 3- The shareholders or partners of the Company wishing to convert into a Public Joint Stock Company shall bear all the expenses resulting from the conversion until the completion of the procedures for the conversion of the Company and its registration as a Public Joint Stock Company with the Authority and the Competent Authority. These expenses shall include, for example, the valuation of the company and all fees of the parties participating in the subscription process. The shareholders subscribed in the Public Joint Stock Company shall not bear such fees. 4- As an exception to the provision of clause (1) of Article (217) of this Decree-Law, the in cash or in kind shares of the founders in the company may be traded after its conversion into a Joint Stock Company as of the date of its www.lexismiddleeast.com listing in the financial Market in the State or from the date of its registration in the commercial register with the Competent Authority in the case of companies excluded from listing. Article 282- Notification of the conversion decision Subject to the provisions of Article (276) of this Decree-Law, the Company shall provide a copy of the decision for conversion to the Ministry or the Authority, as the case may be, and the Competent Authority together with: 1- A statement of the assets, rights, and obligations of the Company and the estimate value of such assets, rights and obligations; and 2- A statement of the settlement of the objection or the expiry of its term. Article 283- Consequences of the Company’s conversion 1- Upon conversion, every partner or shareholder shall have a number of shares or interests in the new Company equal to the value of his shares or interests in the Company prior to conversion. If the value of the shares or interests of a partner is less than the minimum limit prescribed for the nominal value of the new shares or interests, the difference shall be completed in cash, failing which such partner shall be deemed as having withdrawn from the Company. The value of his shares or interests shall be paid according to their market or book value on the date of conversion, whichever is higher. 2- After its conversion and re-registration under the new legal form, the Company shall maintain its legal personality and its rights and obligations prior to such conversion. Such conversion shall not discharge the joint partners from the obligations of the Company prior to the conversion unless the creditors agree thereto in writing. Article 284- Notation to the effect of the conversion 1- After approval of the conversion decision by the Ministry or the Authority, as the case may be, and the Competent Authority, the particulars kept by the Registrar shall be modified; 2- The Competent Authority shall enter the Company in the commercial register and issue a commercial licence according to the new form of the Company. The conversion shall be deemed effective from the date of issuing the commercial licence. Chapter 2 Merger Article 285- Merger 1- Notwithstanding the provisions of Articles (199), (200) and (201), the Company may, under a Special Decision issued by the general assembly or the like, even during the liquidation process, merge with another Company by virtue of a contract to be concluded between the merged companies in this respect. 2- Subject to the applicable rules of the Central Bank, in the event of merger of the companies licensed by the latter, the Minister shall issue the decision regulating the methods, conditions, and procedures for the merger in respect of all companies, except the Public Joint Stock Companies, for which the Board of Directors of the Authority shall issue such decision. Article 286- Merger contract The merger contract shall determine the conditions and method of merger. In particular, it shall determine the following matters: 1- The Memorandum of Association and Statute of the merging Company or the new Company after merger; 2- The name and address of each Board Member or the proposed manager of the merging Company or the new Company. 3- The method of conversion of the shares or interests of the merged companies into shares or interests of the merging Company or the new Company. Article 287- Presenting the merger contract to the general assembly www.lexismiddleeast.com 1- The Board Members or managers of every merged and merging Company shall present the draft merger contract to the general assembly or whomever is acting on its behalf for approval by the majority prescribed for amending the Memorandum of Association of the Company. 2- Requirements for the invitation of the general assembly to convene in consideration of the merger: a- The invitation shall be accompanied by a copy or summary of the merger contract; b- The contract shall clearly state the right of any individual or more shareholders holding at least (20%) of the capital of the Company, who objected to the merger, to file an appeal against it before the competent court within (30) thirty days from the date of approval of the merger contract by the general assembly or whomever is acting on its behalf. Article 288- Merger of Holding Companies and subsidiaries 1- A Holding Company may merge with one or more of the companies fully owned by such Holding Company into one single Company without being bound to conclude a merger contract. Merger shall be made under a Special Decision by such companies, passed by the majority prescribed for amending the Memorandum of Association of each Company. 2- Two or more companies fully owned by a Holding Company may merge into one single Company without being bound to conclude a merger contract. 3- In the event of merger where the merged Company is a Holding Company, the provisions of merger in this Decree-Law and the decisions issued in implementation thereof shall apply to its subsidiaries fully owned by the Holding Company. Article 289- Refunding the value of shares 1- Except for Joint Stock Companies, the partners who objected to the merger decision may request to withdraw from the Company and recover the value of their shares, by submitting a written application to the Company within (15) fifteen Working Days from the date of the merger decision. 2- The value of the shares, subject-matter of the withdrawal, shall be assessed by mutual agreement. In the event of disagreement on such assessment, the matter shall be referred to a committee formed by the Competent Authority for this purpose in respect of all companies prior to referring to justice. 3- The undisputed value of the shares, subject-matter of the withdrawal, shall be paid to their holders prior to the completion of the merger procedures and prior to resorting to the committee set forth in the preceding clause in connection with the disputed value. Article 290- Notifying the creditors of the merger decision Every merging Company or merged Company shall notify its creditors within (10) ten Working Days from the date of approval of the merger by the general assembly, provided that such notice: 1- States that the Company intends to merge with one or more companies; 2- Be served in writing to every creditor of the Company to notify him of the merger; 3- Be published in two daily local newspapers issued in the State, provided that one of them is issued in Arabic; and 4- Provides for the right of any of the creditors of the (merging and merged) Company or companies, the holders of loan bonds or sukuk, and any interested party to object to the merger at the head office of the Company, and to deliver to the Ministry or the Authority, as the case may be, a copy of the objection, within (30) thirty days from the date of the notice. Article 291- Objection to the merger 1- A creditor who notifies the Company of his objection in accordance with the provisions of clause (4) of Article (290) of this Decree-Law, without payment or settlement of his claim by the Company within 30 (thirty) days from the date of the notice, may apply with the competent court to order the stay of the merger. 2- If, upon filing the application for the stay of the merger, the Court finds out that the merger would adversely affect the interests of the applicant unlawfully, the Court may order to stay the merger, in accordance with any other conditions as it may deem appropriate. www.lexismiddleeast.com 3- The merger shall remain stayed unless the objection is waived, or the Court rejects the objection by a final judgment, or the Company pays the debt if urgent or provides sufficient securities if deferred. 4- If no objection has been filed against the merger decision within the period provided for in clause (4) of Article (290) of this Decree-Law, the same shall be deemed as an implicit acceptance of the merger decision. Article 292- Approval of the merger 1- Upon approval of the merger decision by the Ministry or the Authority, as the case may be, the particulars kept by the Registrar shall be amended; 2- The Competent Authority shall indicate the termination of the merged Company and notify the same to the Ministry or the Authority, as the case may be. Article 293- Results of the merger Merger shall result in the termination of the legal personality of the merged Company or companies and the merging Company, or the new Company’s substitution thereof in all their rights and obligations. The merging Company shall be a legal successor of the merged Company or companies. Chapter 3 Division of the Company Article 294- Division of the Company 1- Without prejudice to all legal rules and procedures regulating the incorporation of companies, the division of the Joint Stock Company shall be in application of the provisions of this Decree-Law by separating the company’s assets or activities and the related obligations and ownership rights in two or more separate companies, and as an exception to the provisions of the incorporation of Joint Stock Companies stipulated in this Decree-Law, the Ministry or the Authority, as the case may be, shall issue, each within its own competencies, the conditions, controls, and procedures that companies shall abide by in connection with the division. 2- Both the dividing Company and the divided Company shall have an independent legal personality. 3- The divided Company shall substitute the dividing Company in its rights and obligations within the limits of whatever has devolved upon it unless there is an agreement to the contrary with the creditors regarding their debts. Article 295- Types of division 1 -The division shall be horizontal when the shares of the companies resulting from it are owned by the same shareholders of the company before the division and with the same ownership ratios, and vertical when it is done by separating part of the assets or activities in a new subsidiary company owned by the Company under division. In both cases, the division of assets and their related obligations shall be on the basis of the book value, unless the Ministry or the Authority, each within its own competencies, as the case may be, agree on another method of valuation in accordance with the regulations issued in this regard. Shareholders’ rights shall be divided from the capital, reserves, and withheld profits in accordance with a Special Decision issued by the Company's general assembly in this regard. The Company continuing with the same legal personality shall be called the "Dividing Company", and each separate company shall be called the "Divided Company". 2 -The division shall be implemented by issuing the shares of the dividing Company in light of the net assets of the Company after the division, either by modifying the number of shares or the nominal value of the share, and by issuing new shares for the divided Company in light of its part in the Company’s net assets. Article 296- Preparation of a Detailed Division Draft The Company’s board of directors shall prepare the draft detailed division, in particular, the assets and liabilities of the dividing Company and the companies resulting from the division for presentation to the general assembly, accompanied by the following: 1- Reasons for the division. 2- The method of dividing assets and liabilities. 3- The nominal value of the shares of the companies resulting from the division. www.lexismiddleeast.com 4- A report with the auditor's opinion on the detailed division draft. 5- The hypothetical financial statements of the dividing Company and the companies resulting from the division on the basis of assets, liabilities, property rights, revenues and expenses of activities that were divided for two years before the division, accompanied by a report on the opinion of the auditor. 6- A draft amendment to the Memorandum of Association and Statute of the dividing company, and the draft Memorandum of Association and Statute for the companies resulting from the division. 7- A memorandum on the opinion of an independent legal consultant clarifying the extent to which the division is in compliance with the applicable legal rules, and the extent of the Company's commitment to follow all due legal procedures. 8- The agreements concerning the rights of creditors after the division with the dividing company and the divided companies, and the measures taken by the holders of bonds of all kinds. 9- In all cases, the financial statements shall be accompanied by a report from the Company’s auditor free of any reservations, and the interval between the date of the financial statements taken as the basis for division and the general assembly’s decision of approval shall not exceed one calendar year. The approval of the general assembly on the division shall be issued by a Special Decision, unless the Company’s Statute provides for a higher percentage. Article 297- Requirement of a no objection certificate from the Ministry or the Authority The Company’s board of directors shall obtain a no objection certificate from the Ministry or the Authority, each within its own competencies, as the case may be, regarding the division method and the draft detailed division, in particular, the assets and liabilities of each of the companies resulting from the division and the hypothetical financial statements of each Company resulting from the division on the basis of assets, liabilities, property rights, and revenues and activity expenses. Article 298- Issuance of the Dividing Company Shares The shares of the dividing Company shall be issued after the amendment, and the shares of the divided Company shall be issued after their registration with the Competent Authority. Notation shall made in the commercial register to the effect of the amendment to the capital of the dividing Company and the entry of the divided Company in the commercial register after the approval of the Ministry or the Authority, each within its own competencies, as the case may be. Chapter 4 Acquisition Article 299- Acquisition process 1- Where a person or group of associated persons to be determined by the decision issued by the Authority in this regard, purchases or performs any act that may lead to the acquisition of shares or Securities convertible into shares in the capital of a Public Joint Stock Company incorporated in the State, and whose shares have been offered for Public Subscription or have been listed in one of the State’s financial Markets, said person or group of associated persons shall comply with the provisions of the Authority’s decision issued on the acquisition. 2- The conditions and procedures issued by the Authority to regulate acquisitions may include a condition stipulating that those whose ownership in the capital has reached the percentage determined by the Authority, shall have the right to impose upon the minority shareholders to assign their shares in the acquiree Company in their favour and a condition stipulating that the minority shareholders who hold the percentage specified by the Authority shall have the right to impose upon those whose ownership percentage in the capital has reached the percentage determined by the Authority to accept the assignment of their shares in their favour, and that in return of a consideration consistent with the provisions of the Authority’s decisions governing the terms and procedures of the acquisition. The Authority shall undertake the implementation of the transfer of ownership of Securities, subjectmatter of the assignment. 3- The Company may, by virtue of a Special Decision, increase its issued capital with the aim of acquiring an existing Company and issuing new shares for the benefit of the partners or shareholders of that acquiree Company. www.lexismiddleeast.com The acquisition process shall be excluded from the provisions of Articles (199), (200), and (201) of this DecreeLaw. Article 300- Violation of the acquisition rules and procedures Without prejudice to the right of the affected parties to refer to justice, if it is established that any person has violated the provisions of Article (294) of this Decree-Law or the decision issued by the Authority in this respect, the Authority may impose one or more of the following administrative penalties: 1- Serving a warning with respect to the violation and granting the violating party a time limit to correct it in accordance with the mechanism specified by the Authority. 2- Depriving the violating party of running for membership in the board of directors of the target acquisition Company, until after the correction or implementation of the procedure specified by the Authority. 3- Suspending or forfeiting the membership of the violating party if he is a Board Member of the Company. 4- Depriving the violating party of voting in the general assembly meetings, within the limits of the violation. 5- Any other administrative penalties decided by the Authority. Article 301- Publication of the acquisition decision The company shall publish the acquisition decision on the Company’s website and on the website of the financial Market if it is listed in one of the State’s Markets. Title 8 Termination of the Memorandum of Association of the Company Chapter 1 Reasons for the Termination of Companies Article 302- General Reasons for the Termination of Companies Subject to the provisions concerning the termination of companies, a Company shall be dissolved for any of the following reasons: 1- The expiry of the term provided for in the Memorandum of Association or Statute of the Company, unless such term is renewed in accordance with the rules provided in either of them; 2- The termination of the object for which the Company was incorporated; 3- The loss of all or most of the assets of the Company, in such a manner that renders the investment, or the remainder thereof not profitable; 4- Merger in accordance with the provisions of this Decree-Law; 5- Unanimous consent by the partners to end its term, unless the Memorandum of Association provides for a specific majority; or 6- The issuance of a judgment to dissolve the Company. Article 303- Dissolution of a Joint Liability Company and a Limited Partnership Company Without prejudice to the rights of third parties, and subject to the provisions of this Decree-Law and the contracts concluded between the partners, the Joint Liability Company and the Limited Partnership Company shall be dissolved for any of the following reasons: 1- Upon the death, bankruptcy, or insolvency of any of the partners of the Company or his loss of legal capacity, unless agreed otherwise in the Memorandum of Association of the Company. The Memorandum of Association of the Company may provide for its continuity with the heirs of the dead partners, even if all or any of the heirs are minors. If the dead partner is a joint partner and the heir is a minor, the minor shall be deemed as a silent partner to the extent of his share in the estate. In such event, the continuity of the Company shall not require the issuance of a court order to keep the assets of the minor in the Company. 2- If the single joint partner withdraws from the Limited Partnership Company; or www.lexismiddleeast.com 3- If, for six months, the Joint Liability Company remains with a single partner and the Company fails to adjust its legal situation during such period. Article 304- Continuity of the Joint Liability Company or the Limited Partnership Company by agreement 1- Unless the Memorandum of Association of the Joint Liability Company or the Limited Partnership Company provides for its continuity for the other partners in the event of withdrawal or death of a partner, the issuance of a judgment of interdiction or declaring his bankruptcy or insolvency, the partners may, within (60) sixty days from the date of occurrence of any of the above events, decide unanimously the continuity of the Company between themselves. The partners shall register such agreement with the Competent Authority within the (60) sixty-day period hereabove mentioned. 2- If the Company continues with the remaining partners, the share of the withdrawing partner shall be assessed according to the last inventory, unless the Memorandum of Association of the Company provides for another method of assessment. Such partner or his heirs shall have no share in the rights of the Company upon such withdrawal except to the extent where such rights are derived from transactions made prior to his withdrawal from the Company. Article 305- Order to dissolve a Joint Liability Company or a Limited Partnership Company 1- The Court may rule to dissolve any Joint Liability Company or Limited Partnership Company at the request of a partner if the Court finds that such dissolution is justified by serious reasons. The Court may also rule to dissolve the Company at the request of a partner due to the failure by a partner to perform his obligations. 2- If the reasons justifying the dissolution arise from the acts of a partner, the Court may rule to exit him from the Company. In such event, the Company shall continue between the remaining partners and shall deduct the share of the partner upon its assessment in accordance with the last inventory or by any means that the Court may deem to follow. 3- Any condition to deprive a partner of using the right to dissolve a Company by a court ruling shall be deemed as void ab initio. Article 306- Dissolution, liquidation, or suspension of the activity of a Sole Proprietorship 1- The Sole Proprietorship shall be dissolved upon the death of the physical person or the termination of the legal person that incorporated it. However, the Company shall not be terminated by the death of the physical person in a Sole Proprietorship if the heirs choose its continuity, while adjusting its situation in accordance with the provisions of this Decree-Law. Such heirs shall choose a representative to manage the Sole Proprietorship on their behalf, within no later than (6) six months from the date of death. 2- If the owner of a Sole Proprietorship liquidates it or suspends its activity in bad faith, prior to the expiry of its term or the achievement of the object for which it was incorporated, the owner shall be liable for its obligations with his personal assets. Article 307- Death or withdrawal of a partner in a Limited Liability Company The death of a partner in a Limited Liability Company or his withdrawal by a judgment of interdiction or declaring his bankruptcy or insolvency shall not lead to its dissolution unless the Memorandum of Association of the Company so provides. The share of each partner shall be transferred to his heirs. A legatee shall be considered as an heir. Article 308- Losses incurred by a Limited Liability Company 1- If the losses of a Limited Liability Company reach half of the capital, the managers shall refer the dissolution matter to the general assembly of the partners. The dissolution decision shall be passed by the majority prescribed for amending the Memorandum of Association of the Company. 2- If the losses reach three quarters of the capital, the partners holding one quarter of the capital may request to dissolve the Company. Article 309- Losses incurred by the Joint Stock Company www.lexismiddleeast.com 1- If the accumulated losses of the Joint-Stock Company reach half of its issued capital, the board of directors shall within (30) thirty days from the date of disclosure of periodic or annual financial statements to the Ministry or to the Authority - each within its own competencies - invite the general assembly to convene within (30) thirty days from the date of the invitation, in order to consider making a decision as regards the Company’s continuation of its activity or dissolution prior to the expiry of its term. If the board of directors fails to invite the general assembly to convene or if the general assembly fails to issue a decision in the matter, each interested party may file a lawsuit before the competent court seeking the dissolution and liquidation of the Company in accordance with the provisions of this Decree-Law. 2- Upon inviting the general assembly to convene in accordance with the provisions of clause (1) of this article, the Company’s board of directors, shall observe the following: a- If the board of directors recommends the continuation of the Company's activity, the approved restructuring plan and the auditor's report shall be attached to the invitation. The restructuring plan attached to the invitation shall include the feasibility study, the debt management plan, and the implementation timetable. b- If the board of directors recommends the Company’s dissolution prior to the expiry of its term and its liquidation, then the auditor’s report, the Company's liquidation plan and the timetable therefor, as approved by the Company's board of directors and its financial consultant, shall be attached to the invitation, along with the nomination of one or more liquidators approved by the Authority. 3- The board of directors shall supervise the implementation of the restructuring plan and notify the Authority with a report every (3) three months on the results of the implementation of this plan and the extent of adherence to its timetable; and after obtaining the approval of the Authority, it may appoint a financial consultant to assist it in preparing and implementing the plan. The Authority may dismiss the financial consultant and appoint a replacement thereof in the event that he fails to perform the tasks entrusted to him. Article 310- Deregistration of the Company 1- Subject to the cases set forth in this Decree-Law or in any other law, if it is established to the Ministry, the Authority or the Competent Authority, each within its own competencies, that the Company ceased to conduct its business or that it conducts such business in contravention of the provisions of this Decree-Law and the decisions issued in implementation thereof, the Ministry, the Authority or the Competent Authority, each within its own competencies, shall notify the Company of its deregistration within (3) three months from the date of the notice, unless an acceptable reason for not deregistering the Company is provided. 2- If the Ministry, the Authority or the Competent Authority, each within its own competencies, receives upon the expiry of the (3) three-month period set forth in clause (1) of this article, a confirmation that the Company still suspends its business or if the Company fails to provide a reasonable justification for such suspension, the matter shall be referred to the competent court to take the required procedure in connection with the liquidation of the Company. 3- The liability of the Board Members, managers, shareholders, and partners of the Company deregistered in accordance with the provisions of this article shall continue as if the Company has not been dissolved. Article 311- Suspension of the registration of the company 1- Without prejudice to the cases mentioned in this Decree-Law or any other law, if it is proven to the Ministry, the Authority, or the Competent Authority - each within its own competencies - that the Company has ceased to carry out its business or that it is carrying out its business in violation of the provisions of this Decree-Law and the decisions issued in implementation thereof, the Ministry, the Authority, or the Competent Authority - each within its own competencies - may notify the Company that the registration of the Company and its licence will be suspended within (3) three months from the date of the notice unless it provides an acceptable justification. 2- The Ministry, the Authority, or the Competent Authority, each within its own competencies, may deregister the Company if the registration suspension procedure continues for a period of (3) three years, as of the date of notice of the suspension of registration. Article 312- Notification of the Competent Authority and the Registrar of the dissolution 1- The entity authorised to manage the Company shall notify the Competent Authority and the Registrar upon materialisation of any of the reasons for the dissolution of the Company. www.lexismiddleeast.com 2- If the partners agree to dissolve the Company, the agreement shall include the method of liquidation and the name of the liquidator. 3- Upon the dissolution or liquidation of the Company, no partner or shareholder shall be entitled to a share in its capital unless its debts are repaid. Article 313- Registration of the dissolution of the Company The Company’s managers, chairman of the board, and liquidator, as the case may be, shall enter the Company’s dissolution in the Commercial Register with the Competent Authority and publish the dissolution in two daily local newspapers, one of them to be issued in Arabic. The dissolution of the Company shall not be invoked towards third parties except after the date of such registration. Chapter 2 Liquidation of the Company and Division of its Assets Article 314- Applicable provisions for liquidation Unless the Memorandum of Association or Statute of the Company provides for the method of liquidation or the partners agree otherwise upon the dissolution of the Company, the provisions of this Decree-Law shall apply to the liquidation of the Company. Article 315- Termination of the authority of the managers or the board of directors The authority of the managers or the board of directors shall terminate by the dissolution of the Company. However, they shall continue to manage the Company and they shall be considered as liquidators vis-à-vis third parties until a liquidator is appointed. The management of the Company shall remain effective during the period of liquidation, and to such extent, and within the powers as the liquidator may see required for the liquidation process. Article 316- Appointment of the liquidator 1- The liquidation shall be conducted by one or more liquidators appointed by the partners or under a decision by the general assembly or whomever is acting on its behalf, provided that the liquidator is not an auditor of the Company currently or has already audited its accounts within (5) five years preceding the appointment. 2- If liquidation is based on a judgment, the competent court shall point out the method of liquidation and appoint the liquidator. In all cases, the task of the liquidator shall not be terminated by the partners’ death, declaration of bankruptcy, insolvency, or interdiction order, even if the liquidator is appointed by the partners. Article 317- Multiple liquidators If there is more than one liquidator, their acts shall not be valid without the unanimous consent of the liquidators, unless the document appointing them provides otherwise. This condition shall not be invoked towards third parties until after the registration thereof in the commercial register. Article 318- The decision appointing the liquidator The liquidator shall enter the decision of his appointment and the agreement of the partners, or the decision issued by the general assembly concerning the method of liquidation or the judgment issued for such purpose in the commercial register. The appointment of the liquidator or the method of liquidation shall not be invoked towards third parties except from the date of entry thereof in the commercial register. The liquidator shall be entitled to the fee as determined in the decision of his appointment, failing which the competent court shall determine such fee. Article 319- Dismissal of the liquidator 1- The liquidator shall be dismissed in the same manner followed for his appointment. Any decision or judgment to dismiss a liquidator shall include the appointment of a new liquidator. 2- The dismissal of a liquidator shall be entered in the commercial register and such dismissal shall not be invoked towards third parties except from the date of such registration. www.lexismiddleeast.com Article 320- Inventory of the assets and liabilities of the Company The liquidator shall, forthwith upon his appointment, prepare an inventory of all the assets and liabilities of the Company. The managers or the chairman of the board shall provide the liquidator with the books, documents, and accounts of the Company. Article 321- Preparation of a list of the assets and liabilities of the Company The liquidator shall issue a detailed list of the assets and liabilities of the Company and its balance sheet to be signed by the managers of the Company or its chairman. The liquidator shall keep a book to record the liquidation procedures. Article 322- Duties of the liquidator The liquidator shall undertake any measure required to maintain the assets and rights of the Company and collect the debts of the Company from third parties and shall deposit the amounts collected in a bank for the account of the Company under liquidation forthwith upon such collection. However, the liquidator may not claim the partners to pay the balance value of their shares except as required for the liquidation process and provided that the partners are treated equally. Article 323- The liquidator’s representation of the Company The liquidator shall perform all acts required for the liquidation and in particular he shall represent the Company before courts, pay the Company’s debts, sell the movables and real estates of the Company in public auction or by any other way, unless the document appointing the liquidator provides for a specific sale method. However, the liquidator may not sell the assets of the Company all at once without permission from the partners or the general assembly of the Company. Article 324- Notification of the creditors of the liquidation All the debts payable by the Company shall become immediately outstanding upon its dissolution. The liquidator shall notify all the creditors by registered letters with acknowledgment of receipt of the commencement of the liquidation, inviting the creditors to submit their claims. The notice shall be published in two local daily newspapers; one of them to be issued in Arabic. In all case, the notice of liquidation shall include a period granted to the creditors of at least (30) thirty days from the date of the notice to present their claims. Article 325- Repayment of the Company’s debts If the assets of the Company are not sufficient to repay all the debts, the liquidator shall pay part of such debts, without prejudice to the rights of preferred creditors. Every debt arising from the liquidation procedures shall be settled from the funds of the Company before any other debts. Article 326- Deposit of the debts in the court treasury If some creditors fail to submit their claims, their debts shall be deposited in the treasury of the competent court. Sufficient amounts to pay the share of the disputed debts shall also be deposited, unless the holders of such debts obtain adequate securities, or it is decided to adjourn the division of the assets of the Company until the conclusion of the dispute in the said debts. Article 327- The Company’s new works The liquidator may not commence new works unless they are required to complete previous works. If the liquidator performs any new works not required for liquidation, the liquidator shall be liable in all his funds for such works. If there is more than one liquidator, they shall be held jointly liable. Article 328- Term of liquidation The liquidator shall complete his task within the period determined in the document appointing him. If no such period is determined, any partner may refer the matter to the competent court to determine the term of liquidation. Such period may not be extended except under a decision by the partners or under a Special Decision by the general assembly, as the case may be, upon perusal of the liquidator's report stating the reasons for not completing www.lexismiddleeast.com the liquidation in due time. If the term of liquidation is determined by the competent court, it may not be extended without the permission of the Court. Article 329- Submission of an interim account for the liquidation procedures The liquidator shall provide all the partners or the general assembly every (3) three months with an interim account of the liquidation procedures. The liquidator shall state any information and statements as required by the partners on the status of liquidation. Within one week from the date of the approval by the general assembly, the liquidator shall notify the partners to receive their dues within no later than (21) twenty-one days under an announcement to be published in two daily local newspapers, one of them to be issued in Arabic. Article 330- Final account of the liquidation 1- The liquidator shall, upon completion of liquidation, provide the partners or the general assembly or the competent court with a final account of the liquidation process. Such process shall be complete upon approval of the final account. 2- The liquidator shall enter the completion of the liquidation in the commercial register with the Competent Authority. The completion of liquidation shall not be invoked towards third parties except from the date of such entry. The registration of the Company shall be deleted from the commercial register maintained with the Competent Authority. Article 331- Acts of the liquidator The Company shall comply with the liquidator’s acts required for the procedures of liquidation as long as such acts are within the limits of the liquidator’s powers. The liquidator shall not be liable for performing such acts. Article 332- Liability of the liquidator The liquidator shall be liable if he mismanages the affairs of the Company during the period of liquidation. The liquidator shall also be liable for the damage incurred by third parties due to his professional faults in the liquidation process. Article 333- Division of the assets of the Company 1- The assets of the Company resulting from liquidation shall be divided among all the partners upon payment of the debts. Each partner, upon division, shall obtain an amount equal to his share in the capital, and the balance shall be divided among the partners pro rata to their shares in the profits. If a partner fails to appear to collect his share, the liquidator shall deposit such share in the treasury of the competent court. 2- If the net funds of the Company are not sufficient to pay the shares of the partners in full, the loss shall be distributed among them in accordance with the prescribed rate for the distribution of losses. Article 334- Prescription of the liability lawsuit 1- Upon denial and absence of a legitimate excuse, lawsuits filed against the liquidator on the ground of the liquidation works and those filed against the partners, managers, or Board Members, or auditors of the Company due to their work, shall be time-barred upon the expiry of (3) three years, unless the law provides for a shorter period. 2- Such period shall start to run from the date of entering the completion of liquidation in the commercial register in the former case, and from the date of the act creating liability in the latter case. 3- If the act attributed to any of such persons constitutes a crime, the liability lawsuit shall not be time-barred except upon the prescription of the public lawsuit. Title 9 Foreign Companies Article 335- Foreign Companies governed by the provisions of this Decree-Law Subject to the special agreements concluded between the Federal Government or the Local Government or any entity of either of them and foreign companies, the provisions of this Decree-Law, excluding the provisions concerning incorporation, shall apply to the foreign companies that conduct their activities in the State or their place of management is based in the State. www.lexismiddleeast.com Article 336- Foreign Company’s practice of its activity 1- Other than foreign companies licensed to conduct their activities in free zones in the State, foreign companies may not conduct an activity inside the State or establish an office or branch therein without a licence to this effect by the Competent Authority subject to the approval of the Ministry. The licence issued shall determine the activity that the Company is licensed to conduct. 2- If a foreign Company or its office or branch conducts its activity in the State prior to completion of the above procedures in this Decree-Law, the persons who conduct such activity shall be severally and jointly liable for such activity. Article 337- Registration procedures of foreign Companies 1- No foreign Company may conduct its activity in the State unless it is entered in the Foreign Companies Register at the Ministry in accordance with the provisions of this Decree-Law and it has obtained the required approvals and licences under the applicable laws in the State. 2- The procedures for registration in the Foreign Companies Register and the conditions to prepare the accounts and balance sheets of the branches of foreign companies in the State shall be determined under a decision by the Minister. The office or branch of a foreign Company shall be deemed as its domicile in respect of its activity in the State. The activity conducted shall be governed by the provisions of the applicable laws in the State. 3- The Ministry shall issue the decisions stating the documents required to be attached to the application for registration. Such decisions may determine the cases and conditions that shall be observed for the management and closure of the branch or office of the foreign Company. 4- In the event of closure of a branch of a foreign Company, the Ministry shall delete such branch or office from the Foreign Companies Register maintained by the Ministry. Article 338- Balance sheet of the foreign Company Other than representative offices, foreign companies or their branches shall have an independent balance sheet and an independent profits and losses account and shall have an auditor registered in the roll of auditors practicing in the State. Such foreign companies or branches shall provide the Competent Authority and the Ministry annually with a copy of the balance sheet and the final accounts, together with the auditor’s report and a copy of the final accounts of its holding Company, if any. Article 339- Representative offices 1- Foreign companies may establish representative offices whose object is limited to the study of markets and production capabilities without engaging in any commercial activity. 2- The executive decisions of this Decree-Law shall determine the aspects of control exercised by the Ministry and the Competent Authority on such offices. Title 10 Control and Inspection of Companies Article 340- Control of Companies 1- Subject to the competencies of the Central Bank, the Ministry, the Authority, and the Competent Authority, as the case may be, shall have the right to control Joint Stock Companies and inspect the works, books, or any papers or records at the branches and subsidiaries of the companies inside the State and abroad or in the custody of the auditor or any other Company related to the Company, subject-matter of inspection. It may, together with the Inspection Committee, seek the assistance of one or more experts with the required technical and financial experience in the subject-matter of inspection, to verify that the Company is compliant with the provisions of this Decree-Law and the decisions issued in implementation thereof and with the Statute of the Company. The inspectors may request, at their own discretion, any information or statements from the board of directors, the executive officer, the managers, or the auditors of the Company. 2- The Ministry, the Authority, or the Competent Authority, as the case may be, may request to dissolve the Company if incorporated or if it performs its activity in violation of the provisions of this Decree-Law. The competent court shall adjudicate the request summarily. www.lexismiddleeast.com Article 341- Inspection regulation The Minister shall issue the regulation for inspection of the Private Joint Stock Companies. The Board of Directors of the Authority shall issue the regulation for inspection of Public Joint Stock Companies. The regulation shall determine the inspection procedures and the powers and duties of the inspectors. Article 342- Request for Inspection of the Company 1- Subject to the provisions of Articles (340) and (341) of this Decree-Law, shareholders holding at least (10%) of the capital of the Company may request the Minister or the Authority, as the case may be, to order to inspect the Company in respect of the serious breaches attributed to the Board Members or the auditors upon performing their duties provided for in this Decree-Law or the Company’s Statute where there are reasons that suggest the occurrence of such violations. 2- The request for inspection shall include: a- Evidence indicating that the applicants have serious grounds justifying such procedures. b- Deposit by the applicant shareholders - of their shares until adjudication of the request. 3- The Ministry or the Authority, as the case may be, may, after hearing the statements of the applicants and the Board Members or any other person acting on his behalf and the auditors, at a session held in camera, order to inspect the works, books, or any papers or records with another Company associated with the Company, subjectmatter of the inspection, or in the custody of the auditor, and may appoint for such purpose one or more experts at the expense of the applicants for inspection. Article 343- Facilitating the work of the inspectors Subject to the provisions of Article (340) of this Decree-Law, the Company’s chairman of the board, executive officer, general manager, employees, and auditors shall provide those assigned for inspection, with all the books, minutes of meeting (board of directors, committees, and general assemblies), registers, documents and papers of the Company as they deem necessary, along with the required clarifications and information. Article 344- Inspection report 1- Subject to the provisions of Articles (341) and (342) of this Decree-Law, upon completion of the inspection, the inspectors shall provide a final report to the Minister in respect of Private Joint Stock Companies or to the Chairman of the Authority’s Board in respect of Public Joint Stock Companies. 2- If the Ministry or the Authority, as the case may be, finds out that there are violations constituting a crime and attributed to the Board Members or the auditors, it shall invite the general assembly to convene. In such event, the meeting shall be chaired by the representative of the Ministry or the Authority, as the case may be, with the rank of an executive officer or the like, to consider the following: a- The dismissal of the Board Members and filing of a liability lawsuit against them; and b-The dismissal of the auditors and filing of a liability lawsuit against them. 3- The general assembly’s decision shall be valid in the case set out in clause (2) of this article if approved by the present majority after excluding the share of the Board Member whose dismissal is under consideration. In the event the Board Member represents a juristic person, the share of such person shall be excluded. Article 345- Publication of the results of inspection If the Ministry or the Authority, as the case may be, finds out that the violations attributed by the applicants for inspection to the Board Members or the auditors are not valid, the Ministry or the Authority may order to publish the result of inspection in a daily local newspaper issued in Arabic and impose on the applicants for inspection to pay its expenses, without prejudice to the civil and criminal liability where necessary. Title 11 Crimes and Penalties Article 346- Providing false statements or statements in violation of the law Shall be punished by imprisonment for a period of no less than (6) six months and not exceeding (3) three years, and a fine of no less than (200,000) two hundred thousand dirhams and not exceeding (1,000,000) one million www.lexismiddleeast.com dirhams, or either of these two penalties, whoever intentionally records in the Company’s Memorandum of Association, Statute, prospectuses of subscription to shares or bonds, or other documents of the Company, false statements or any statements a violation of the provisions of this Decree-Law, as well as anyone who knowingly signs or distributes these documents. Article 347- Overvaluation of the contributions in kind Shall be punished by imprisonment for a period of no less than (6) six months and not exceeding (3) three years, and a fine of no less than (200,000) two hundred thousand dirhams and not exceeding (1,000,000) one million dirhams, or either of these two penalties, whoever, in bad faith, assesses the contributions in kind provided by the founders or shareholders in excess of their actual value. Article 348- Distribution of profits or interests in violation to the Decree-Law Every manager or Board Member who distributed to the partners or to others, profits or interests in violation of the provisions of this Decree-Law or the company’s Memorandum of Association or Statute, as well as every auditor who approved this distribution with his knowledge of the violation, shall be punished by imprisonment for a period of no less than (6) six months and not exceeding (3) three years and a fine of no less than (50,000) fifty thousand dirhams and not exceeding (500,000) five hundred thousand dirhams, or either of these two penalties. Article 349- Concealing the true financial position of the Company Any manager, Board Member, auditor, or liquidator who deliberately provides false statements in the balance sheet or the profits and losses account or in a financial report or omits material incidents in such documents for the purpose of concealing the true financial position of the Company shall be punished by imprisonment for a period of no less than (6) six months and no more than (3) three years, and/ or a fine not less than (AED 100,000) one hundred thousand and not exceeding (AED 500,000) five hundred thousand. Article 350- False data in the inspection report Shall be punished by imprisonment for a period of no less than (3) three months and not exceeding (2) two years and a fine of no less than (10,000) ten thousand dirhams and not exceeding (100,000) one hundred thousand dirhams, or either of these two penalties: 1- Any person appointed by the Ministry, the Authority, or the Competent Authority to inspect the Company, who deliberately states in the inspection report false incidents or deliberately omits to state material incidents that may affect the results of inspection; and 2- The chairman, Board Member, chief executive officer or general manager of the company who deliberately refrains from submitting documents or information to the inspectors after the Ministry or the Authority has imposed the fine prescribed in this regard, according to the list of administrative penalties for acts made in violation of the provisions of this Decree-Law and issued by the Council of Ministers. Article 351- Deliberate damage to the Company by the liquidator Shall be punished by imprisonment for a period of no less than (3) three months and not exceeding (3) three years, and a fine of no less than (50,000) fifty thousand dirhams and not exceeding (500,000) five hundred thousand dirhams, or either of these two penalties, every liquidator who deliberately causes harm to the Company, shareholders, partners or creditors. Article 352- Issuing securities in violation of the provisions of this Decree-Law Shall be punished by imprisonment for a period of no less than (3) three months and not exceeding (2) two years and a fine of no less than (100,000) one hundred thousand dirhams and not exceeding (500,000) five hundred thousand dirhams, or either of these two penalties, whoever issues shares, subscription receipts, interim certificates or bonds, or offers them for trade in violation to the provisions of this Decree-Law. Article 353- Providing a loan, guarantee, or security Shall be punished by imprisonment for a period not exceeding (3) three months and a fine of no less than one hundred thousand dirhams and not exceeding (500,000) five hundred thousand dirhams, or either of these two penalties: www.lexismiddleeast.com 1- Any Board Member of a Joint Stock Company who obtains for himself or for his spouse or relatives up to the second degree a loan, guarantee, or security from the Company wherein he is a Board Member, in violation of the provisions of this Decree-Law, and he shall be required to repay such loan, guarantee, or security. 2- The chairman, Board Member, executive officer, or general manager of a Joint Stock Company who accepts to provide a loan, guarantee, or security to a Board Member of the Company or to his spouse or relatives up to the second degree a loan, in violation of the provisions of this Decree-Law. Article 354- Disclosure of the secrets of the Company Shall be punished by imprisonment for a period not exceeding (6) six months and a fine of no less than (50,000) fifty thousand dirhams and not exceeding (500,000) five hundred thousand dirhams, or either of these two penalties: 1- Whoever exploits the statements or information obtained from the Constituent Committee at any stage of incorporation of the Company from the legal or financial consultants or the subscription administrator, the underwriter, or the parties participating in the incorporation procedures or their representatives. 2- The chairman, Board Member, or other employee of the Company, who uses or discloses a secret of the Company or deliberately attempts to cause damage to the activity of the Company. Article 355- Influencing the prices of Securities Shall be punished by imprisonment for a period not exceeding (6) six months and a fine of no less than (1,000,000) one million dirhams and not exceeding (10,000,000) ten million dirhams with the return of the realized profit, or either of these two penalties, every chairman or Board Member of a Company or any of its employees who participates, directly or indirectly, with any entity that makes transactions intended to cause an effect that does not reflect the true value of the Securities issued by the company. Article 356- Imposition of severer penalties The penalties provided for in this Decree-Law shall be without prejudice to any severer penalty set forth in any other law. Article 357- Criminal liability Criminal Liability for the violations provided for in this Decree-Law and committed by the Company, shall be addressed to the legal representative of the Company. Article 358- Capacity of law enforcement officers The employees designated under a Decision by the Minister of Justice in agreement with the Minister and in coordination with the Authority or the Competent Authority, as the case may be, shall have the capacity of law enforcement officers to report any acts in violations of the provisions of this Decree-Law and the regulations and decisions issued in implementation thereof, each within his own competencies. Title 12 Transitional and Final Provisions Article 359- Adjustment of situation 1- Existing companies subject to the provisions of this Decree-Law shall adjust their positions according to the provisions hereof no later than one year from the date of entry into force of its provisions. Such period may be extended for another similar period by virtue of a Cabinet decision based on the proposal of the Minister. 2- Subject to the penalties provided for in this Decree-Law, if a Company fails to comply with the provisions of clause (1) of this article, the Company shall be deemed as dissolved in accordance with the provisions of this Decree-Law. Article 360- Delegation The Council of Ministers may, based on the proposal of the Minister and the approval of the Competent Authority, delegate any of the powers of the Ministry stated in this Decree-Law to the competent authorities. Article 361- Rules of motivation of Companies www.lexismiddleeast.com The Council of Ministers shall issue the rules necessary for the motivation of the companies to undertake their social responsibility and the stages of implementation thereof. Article 362 - List of administrative penalties The Council of Ministers shall issue a list of administrative penalties for acts committed in violation of the provisions of this Decree-Law and its Implementing Regulation and the decisions issued in implementation thereof - based on the Minister’s proposal - within (6) six months from the day following the date of its publication, in accordance with the following controls: 1- The value of the administrative fine shall not be less than (100) one hundred dirhams, and not exceeding (10,000,000) ten million dirhams. 2- The administrative fine shall be doubled when the same administrative violation is repeated, provided that it does not exceed (20,000,000) twenty million dirhams. Article 363- Issuing Implementing Regulations and decisions The regulations and decisions issued in implementation of the provisions of Federal Law no. (2) of 2015 on Commercial Companies shall remain in force, to the extent that they do not conflict with the provisions of this Decree-Law, until the Ministry and the Authority, each within its own competencies, issue the necessary regulations, rules, and decisions to implement its provisions. Article 364- Abrogation The aforementioned Federal Law no. (2) of 2015 shall be abrogated, as well as any provision that contravenes or contradicts the provisions of this Decree-Law Article 365 - Publication and entry into force of the Decree-Law This Decree-Law shall be published in the Official Gazette and shall come into force as of 2 January 2022. Issued by us at the Presidential Palace in Abu Dhabi On 13/Safar/1443H. Corresponding to 20/September/2021 Khalifa bin Zayed Al Nahyan President of the United Arab Emirates The present Decree-Law was published in the Official Gazette of the United Arab Emirates, issue no. 712 Annex, dated 26/09/2021, p. 211.

www.lexismiddleeast.com Federal Decree-Law No. (37) of 2021 Issued on 20/09/2021 Corresponding to 13 Safar 1443 H. ON THE COMMERCIAL REGISTER Abrogating Federal Law no. 5 of 1975 We, Khalifa bin Zayed Al Nahyan, President of the United Arab Emirates State, After perusal of the Constitution, Federal Law no. (1) of 1972 on the Competencies of Ministries and Powers of Ministers, and its amendments; Federal Law no. (5) of 1975 on the Commercial Register; Federal Law no. (5) of 1985 promulgating the Civil Transactions Law and its amendments; Federal Law no. (11) of 1992 promulgating the Civil Procedure Law and its amendments; Federal Law no. (10) of 1993 promulgating the Law of Evidence in Civil and Commercial Transactions, and its amendments; Federal Law no. (18) of 1993 promulgating the Commercial Transactions Law, and its amendments; Federal Law no. (4) of 2000 on UAE Securities & Commodities Authority and Market, and its amendments; Federal Law no. (8) of 2004 on the Financial Free Zones; Federal Law no. (1) of 2006 on Electronic Transactions and Commerce and its amendments; Federal Decree-Law no. (9) of 2016 on Bankruptcy, and its amendments; Federal Decree-Law no. (14) of 2018 on the Central Bank and the Regulation of Financial Institutions and Activities, and its amendments; Federal Decree-Law no. (19) of 2019 on Insolvency; Federal Law no. (4) of 2020 on Securing Interest with Movable Property; Federal Decree-Law no. (32) of 2021 on Commercial Companies; And according to the suggestion of the Minister of Economy and the approval of the Cabinet, Issued the following Decree-Law: Article 1 – Definitions In the implementation of the provisions of this Decree-Law, the following words and expressions shall have the meanings stated beside them unless the context requires otherwise: State: The United Arab Emirates. Ministry: Ministry of Economy Minister: Minister of Economy Competent Authority: Local government entity and free zone authorities competent to issue licences for Economic Activities, which include commercial, industrial, tourism, media and other Economic Activities licensed in the State. Economic Activity: It includes commercial, industrial, tourism, media, and other Economic Activities licensed in the State. Economic Register: A database to be established at the Ministry that includes Commercial Register data, such as names and data of those subject to the provisions of this Decree-Law and the Commercial Register number, which is provided by the Competent Authority, in addition to any other data specified by the Implementing Regulation of this Decree-Law. Commercial Register: A database to be established at the Competent Authority, in which the names and data of those subject to the provisions of this Decree-Law are registered with the Competent Authority, each within its competence. Economic Register Number: An identification number issued to the establishment of Economic Activity upon its registration in the Economic Register at the Ministry. Commercial Register Number: An identification number issued to the establishment of Economic Activity upon its registration in the Commercial Register at the Competent Authority. Article 2 – Objectives This Decree-Law aims to: 1- Regulate the uses of the Commercial and Economic Registers in the State. 2- Provide an accurate and unified database for all the data related to traders and Economic Activities licensed in the State, and any updates or modifications to such data. Article 3 - Scope of Implementation The provisions of this Decree-Law shall apply to everyone who carries out an Economic Activity in the State, and in particular the following categories: 1- Companies subject to the provisions of the Commercial Companies Law. 2- Civil companies that take one of the forms of commercial companies. 3- Companies established by the federal Government or local Governments or in which they participate, and that carry out an Economic Activity in the State. 4- Companies and establishments that practice a professional activity. 5- Companies established by law or pursuant to a Law or Decree to practice a commercial activity. 6- Branches, offices and agencies of foreign companies. 7- Companies and establishments that practice their activities in the free zones in the State. 8- Sole proprietorships. 9- Any other entities to be added by virtue of a Cabinet Decision. Article 4 - Establishment of the Commercial and Economic Registers 1- A Commercial Register shall be established in the Competent Authority in which the names of those subject to the provisions of this Decree-Law shall be stated, along with all data and documents stipulated in this Decree-Law and those specified by the Implementing Regulation of this Decree-Law and other laws. Every change in such data shall also be stated therein. 2- A register called the Economic Register shall be established in the Ministry, which includes the data of those subject to the provisions of this Decree-Law, along with the data and information of the Commercial Register and every change that occurs to such data. This register may include any other data specified by the Implementing Regulation of this Decree-Law. 3- The economic data in the Economic Register shall be the property of the Ministry. 4- It shall be prohibited for any physical or legal person to practice any Economic Activity unless it is registered in the Commercial Register. Article 5 - Application for Registration in the Commercial Register 1- Those subject to the provisions of this Decree-Law shall submit an application for registration in the Commercial Register to the Competent Authority according to the form prepared by the latter, containing the following data: a- Name of the applicant and proof of his identity and address. b- The trade name with which he wishes to practice the commercial activity, if any. c- The legal form he wishes to take to carry out the activity. www.lexismiddleeast.com d- Type of activity he wishes to practice. e- Amount of capital, if any. f- Address of business concern, if any. g- Names of authorised signatories. h- E-mail address and contact numbers. i- Any other documents or data stipulated in the Implementing Regulation or in other laws. 2- The Competent Authority shall, after the licensing requirements being met, decide on the application for registration, and in the event of approval of the application for registration, the applicant shall be granted a certificate of his registration in the Commercial Register, after paying the prescribed fee. The Competent Authority shall include the data referred to in Clause (1) above in its Commercial Register and shall update such data and any changes occurring thereto. 3- The Competent Authority shall link and share the data referred to in Clause (1) above, and any change or update occurring thereto in the Economic Register, during the period and by the means and mechanism specified by the Implementing Regulation of this Decree-Law. The Ministry and the Competent Authority shall complete the procedures for electronic linkage with the Economic Register. Article 6 - Notation of Change or Amendment of the Data of Registration in the Commercial Register 1- The person registered in the Commercial Register shall request notation of any update or amendment occurring to the registration data during the period specified by the Competent Authority, and the same procedures of registration in the Commercial Register shall apply in this regard. 2- The Competent Authority may, sua sponte, notate any change or modification that occurs to the registration data, in accordance with the cases and procedures specified by the Implementing Regulation of this Decree-Law. In such event, the Competent Authority shall notify the person whose data is notated in the Commercial Register within the period specified by the Implementing Regulation of this Decree-Law. Article 7 - Registration Renewal in the Commercial Register The registration renewal in the Commercial Register shall be in accordance with the rules and procedures specified by the Implementing Regulation of this Decree-Law. Article 8 - Commercial Register Number and Display of the Registration Certificate The Implementing Regulation of this Decree-Law shall specify the cases in which those subject to the provisions of this Decree-Law shall mention the Commercial Register number in their businesses and transactions with third parties, as well as the cases and conditions in which their registration certificate in the Commercial Register shall be displayed inside the business concern or on the websites of the business concern. Article 9 - Cases of Deletion of Registration in the Commercial Register 1- The person subject to the provisions of this Decree-Law or his representative, heirs or liquidators - as the case may be - shall request, in accordance with the conditions prescribed for registration, the deletion of registration from the Commercial Register in any of the following cases: a- In cases of sole proprietorships and the like: (1) The person subject to the provisions of this Decree-Law abandons his Economic Activity, or leaves the State permanently, unless he appoints a responsible manager in his place to manage his Economic Activity. (2) Death of the person subject to the provisions of this Decree-Law, unless his heirs request the continuation of the Economic Activity, provided that the provisions of any other law are not violated and that they meet the conditions for carrying out that activity. b- In case of legal entity: (1) End of the company's liquidation. (2) Demise of the legal entity of the company. c- Any other cases specified by the Implementing Regulation of this Decree-Law. 2- The application shall be submitted within the period specified by the Competent Authority. If the concerned person does not submit the application for deletion on the specified date, the Competent Authority may, after verifying the event that leads to the deletion, delete this registration sua sponte. The data shall be updated in the Commercial Register, and the Ministry and the concerned entities shall be notified thereof. Article 10 - Judicial Rulings and Notation in the Commercial Register Courts or judicial committees shall send to the competent local authority a copy of the rulings set forth hereinafter within the period and by the means and mechanism specified by the Implementing Regulation of this Decree-Law, for notation accordingly in the Commercial Register: 1- Rulings for adjudicating or canceling bankruptcy, rulings for setting the date for cessation of payment of debts, or amending the same, or decisions for accepting and ending judicial deposits, and rulings for objecting thereto (if any). 2- Rehabilitation rulings. 3- Rulings and decisions issued to impose enjoinment on those subject to the provisions of this Decree-Law, to appoint trustees or agents for absentees, or to dismiss them or lift the enjoinment. 4- Rulings for the dismissal of partners or dismissal of managers. 5- Rulings for the dissolution and liquidation of companies or their nullification and the appointment or dismissal of liquidators. 6- Rulings for placing the business concern under judicial custody. 7- Rulings and decisions issued to give permission to a minor or his representative to trade, cancel or restrict permission to trade in a business concern. 8- Rulings issued to impose penalties preventing the person subject to the provisions of this Decree-Law from carrying out his business, and to state the name of the trustee and the date of his appointment. 9- Rulings issued concerning judicial custody. 10- Any other rulings or decisions issued by the Courts or Judicial Committees specified by the Implementing Regulation of this Decree-Law. The Competent Authority shall notate in the Commercial Register in accordance with these rulings and decisions as soon as it is notified of the same, in accordance with the procedures prescribed in the Implementing Regulation of this Decree-Law. Article 11 - Mortgage of Business Concern Any mortgage of the business concern or any of its elements specified in the Implementing Regulation of this Decree-Law shall be registered in the Commercial Register. The Implementing Regulation of this Decree-Law shall specify the procedures for its registration. Article 12 - Regulation of the Procedures of Deletion and Restoration of Registration The Implementing Regulation of this Decree-Law shall regulate the procedures and rules for deletion of registration in the Commercial Register, and the procedures and conditions for restoration thereof. Article 13 - Data and Information of the Commercial Register and Economic Register www.lexismiddleeast.com The Ministry and the Competent Authority, as the case may be, may publish on its website the data of the Commercial or Economic Register specified by the Implementing Regulation of this DecreeLaw. Article 14 - Liability for Validity of Data The applicant for registration shall be liable for the validity and accuracy of the data and documents contained in the application, and the Competent Authority shall not be liable for the invalidity and inaccuracy of the data. Article 15 - Res Judicata of Registration Data The data entered in the Commercial Register and the Economic Register shall be considered an argument in favour of the establishment with Economic Activity, or against it, from the date of its registration, and it is not permissible to protest against third parties with any statement that shall be registered or notated unless this procedure is taken. However, a third party with interest may invoke this statement against the person subject to the provisions of this Decree-Law. Article 16 - Access to the Registration Data 1- Any person may access the basic data and documents registered in the Commercial or Economic Register as specified by the Implementing Regulation of this Decree-Law. 2- Any person may request the Ministry or Competent Authority to obtain an extract of the registration data in the Commercial or Economic Register or any other specified data, as specified by the Implementing Regulation of this Decree-Law. 3- Government entities may access the registration data in the Commercial Register or the Economic Register as required by the nature of their work and to the extent necessary to carry out the same, in accordance with the Implementing Regulation of this Decree-Law. Article 17 - Correction of Errors 1- If the Competent Authority finds that a material or procedural error has occurred during the registration or amendment process, it shall correct it within the period specified by the Implementing Regulation from the date of discovering the error or from the date of submitting the correction application by a person with a capacity or the legal representative of the establishment with Economic Activity. 2- If a correction request is submitted by a person with a capacity or the legal representative of the establishment with Economic Activity, and the Competent Authority finds that there is no error, its decision to reject the request shall be justified. Article 18 - Appeal Any interested party may file an appeal to the Competent Authority against the decision of registration or notation of amendment, removal, or restoration, within a period of (15) fifteen days from the date of notification of the decision of rejection, provided that the appeal is justified and accompanied with all supporting documents. Such appeal shall be decided upon within (30) thirty days from the date of submittal thereof according to the procedures in force at the Competent Authority. Article 19 – Administrative Sanctions The acts committed in violation of the provisions of this Decree-Law and the decisions issued thereunder shall be subject to the administrative sanctions issued by the Competent Authority in this regard. Article 20 - Adjustment of Situations Those addressed by the provisions of this Decree-Law shall adjust their situation in accordance with its provisions, within a period not exceeding one year from the date of becoming aware of its provisions, and such period may be extended by a Cabinet Decision. Article 21 - Economic Register Fees The Cabinet may issue a decision concerning the fees necessary for the implementation of the provisions of this Decree-Law. Article 22 - Implementing Regulation The Cabinet shall – upon the Minister's suggestion and in coordination with the Competent Authority – issue the Implementing Regulation of this Decree-Law within (6) months from the day following the date of publication thereof. Article 23 - Abrogations 1- Federal Law no. (5) of 1975 on the Commercial Register shall be abrogated, as well as any provision contrary to or inconsistent with the provisions of this Decree-Law. 3- The decisions and rules in force before the provisions of this Decree-Law come into force, and in a manner that does not conflict with its provisions, shall continue to be effective until the issuance of their replacement in accordance with the provisions of this Decree-Law. Article 24 - Publication and Entry into Effect of the Decree-Law This Decree-Law shall be published in the Official Gazette and shall enter into effect (6) months from the day following the date of publication thereof. Issued by us at the Presidential Palace in Abu Dhabi: On: 13 Safar 1443 H Corresponding to: 20 September 2021 Khalifa bin Zayed Al Nahyan President of the United Arab Emirates State This Federal Decree-Law was published in the Official Gazette of the United Arab Emirates no. 712, dated 26/09/2021, p. 417.

Federal Law No. 11 Issued on 19/12/2019 Corresponding to 22 Rabi' Al-Akhar 1441 H. ON THE RULES AND CERTIFICATES OF ORIGIN We, Khalifa Bin Zayed Al Nahyan, President of the United Arab Emirates State, After perusal of the Constitution, Federal Law no. (1) of 1972 on the Competencies of Ministries and Powers of Ministers, and its amendments; Federal Law no. (5) of 1975 on the Commercial Register; Federal Law no. (1) of 1979 on the Regulation of Industrial Affairs; Federal Law no. (18) of 1981 on the regulation of commercial agencies, and its amendments; Federal Law no. (6) of 1983 on the determination of fees imposed on the certificates of origin of the national Products of the United Arab Emirates; Federal Law no. (3) of 1987 promulgating the Penal Code, and its amendments; Federal Law no. (11) of 1992 promulgating the Civil Procedure Law, and its amendments; Federal Law no. (35) of 1992 promulgating the Penal Procedure Law and its amendments; Federal Law no. (37) of 1992 on Trademarks, and its amendments; Federal Law no. (18) of 1993 on the promulgation of the Commercial Transactions Law; Federal Law no. (18) of 1995 on simple crafts; Federal Law no. (22) of 2000 on the Federation of the Chambers of Commerce and Industry; Federal Law no. (17) of 2002 on the regulation and protection of industrial property rights for patents and industrial designs and models, and its amendments; Federal Law no. (17) of 2004 on Anti-Commercial Concealment; Federal Law no. (1) of 2006 on electronic transactions and commerce; Federal Law no. (2) of 2015 on Commercial Companies and its amendments; Federal Law no. (8) of 2015 on the Federal Customs Authority; Federal Law no. (19) of 2016 on Combating Commercial Fraud; Federal Law no. (1) of 2017 on Anti-dumping and Compensatory and Countervailing Measures; And according to the suggestion of the Minister of Economy, the approval of the Cabinet and the Federal National Council and the ratification of the Federal Supreme Council, Issued the following Law: Chapter 1 Article 1- Definitions In the implementation of the provisions of this Law, the following words and expressions shall have the meanings stated beside them unless the context requires otherwise: State: The United Arab Emirates. Ministry: Ministry of Economy. Minister: Minister of Economy. Department: Competent Department at the Ministry. Customs Departments: Local customs departments in every Emirate. Chamber: Chambers of Commerce and Industry at the State. Commodities: Materials and Products: Materials: Any items, raw materials, components, parts, etc. used in the manufacture of the Product. Products: Manufactured Products, even if they are intended for use in other Manufacturing processes. Manufacturing: All operating or preparation processes, including assembly processes or specific processes. Customs Value: Value of the Commodity determined according to the Customs Law at the State. Rules of Origin: Basics that determine the Country of Origin of the Commodity, according to this Law or the Conventions. Certificate of Origin: Document proving the Country of Origin of the Commodity. Preferential Origin: Country of Origin specified based on the Conventions in order to give Preferential Treatment to the Commodity upon import or export. Non-Preferential Origin: Country of Origin specified based on the general application of the Rules of Origin, without giving Preferential Treatment to the Commodity upon import or export. Indication of Origin: Any expression indicating or stating that the goods were manufactured or produced in a country, whether stated on the Commodity itself or on its packaging in a nonremovable manner. Conventions: International, regional or bilateral Conventions to which the State is a party. Country of Origin: Country where the Commodity is produced, manufactured or extracted according to the Rules of Origin. Preferential Treatment: Granting the Commodities exemption or reduction of customs duties or granting them other advantages upon import or export, as determined by the provisions of the Conventions. Chapter 2 Rules of Determination of the Country of Origin Article 2- Fully Acquired Commodities The Commodity shall be considered of the Country of Origin where it is fully acquired in any of the following cases: 1- Mineral Products extracted from its territory or seafloor. 2- Agricultural Products harvested therein. 3- Live animals born and raised therein. 4- Products of live animals raised therein. 5- Hunting or fishing Products therein. 6- Fishing Products and other Products obtained outside the country’s territorial waters through the vessels of such country, and the Products manufactured on board such vessels, according to the rules determined by the Implementing Regulation of this Law. 7- Used Commodities collected therein and only suitable for the recovery of the raw materials therefrom. 8- Waste of Products resulting from the Manufacturing process therein. 9- Products extracted from the marine soil or soil outside the territorial waters of that country, provided that it alone has the right to exploit such soil. 10- Commodities produced therein of the Products referred to in paragraphs (1) to (9) hereof. Article 3- Commodities Fully Prepared, Operated or Manufactured The Products shall be considered of the origin of the country where they were obtained, containing Materials not fully obtained from that country, provided that sufficient preparation, operating or Manufacturing processes were conducted inside that country, according to the standards and rules determined by the Implementing Regulation of this Law. Article 4- Insufficient Operating Cases The operating processes are considered insufficient or secondary, whether conducted individually or jointly, in order to give the Commodity the capacity of the Country of Origin in any of the following cases: 1- Processes carried out to ensure that the Products are kept in good condition during transportation and storage, such as ventilation, deployment, drying, cooling, removal of damaged parts and other similar secondary processes. 2- Simple processes carried out on the Products such as the removal of dust, sifting, arranging, sorting, washing, painting, cutting, changing the packages, disassembling and assembling them, simple packaging in bottles, flasks, bags or boxes, pasting trademarks on the Products and their packages, simple mixing, animal slaughter and other similar simple processes. Chapter 3 Proof of Country of Origin Article 5- Cases of Proof of Country of Origin 1- The Commodities imported to the State are subject to the proof of Country of Origin, by submitting a Certificate of Origin or any other documents issued by the competent entity of the country of export, or the presence of a non-removable proof of origin on the Product, according to the rules agreed upon within the framework of Conventions and cases determined by the Implementing Regulation of this Law. 2- Notwithstanding the provisions of paragraph (1) of this Article, the Commodities imported to the State may be exempt from the submittal of a Certificate of Origin or documents proving the Country of Origin, according to the cases determined by the Implementing Regulation of this Law. Article 6- Issuance of Certificates of Origin 1- The Ministry shall issue preferential certificates of origin to the national Commodities exported abroad, according to the rules and forms determined by the Conventions, and the procedures determined by the Implementing Regulation of this Law. 2- The Ministry shall issue non-preferential certificates of origin to the national Commodities exported abroad, and the Chamber shall issue them in coordination with the Ministry according to the general rules, forms and procedures determined by the Implementing Regulation of this Law. 3- The Chamber shall issue certificates of origin to the re-exported foreign Commodities according to the rules and procedures approved by it. Article 7- Validity Period of the Certificate of Origin The validity of the preferential and non-preferential Certificate of Origin shall be according to the periods determined by the Implementing Regulation of this Law, unless the Conventions stipulate otherwise. Article 8- Record of the Certificates of Origin 1- The Department shall establish a record to register all the preferential and non-preferential certificates of origin and shall keep a copy thereof for a period not less than three years. 2- The Implementing Regulation of this Law shall determine the rules and controls on how to establish and maintain such records. Chapter 4 Control of Validity of the Country of Origin Article 9- Verification of Validity of the Country of Origin 1- The Customs Departments may, in coordination with the Department and in exceptional cases based on the presence of serious doubts about the validity of the Certificate of Origin or origin of the concerned Products, in case of duplication of origin between the certificate and the indication or in the presence of more than one indication of the origin of goods, refuse to grant Preferential Treatment to the Products imported to the State, until the Department confirms the validity of the Country of Origin or the true origin of the imported Products. 2- The Department shall, in case of refusal to grant Preferential Treatment to the Products imported to the State, return the Certificate of Origin and the documents related thereto to the competent entity at the country of export, stating the reasons of request of verification of the Certificate of Origin or origin of the imported Products. The Implementing Regulation shall determine the reasons and procedures of verification of the validity of the certificates of origin. 3- Taking in consideration clause (1) of this Article, the Customs Departments shall offer the importer to release such Products according to the customs procedures set forth in the Customs Laws at the State. Article 10- Review of the Documents of Country of Origin 1- The Department may carry out a subsequent selective review of the proof documents of the Country of Origin upon presence of serious doubts in the validity of such documents, the origin of the concerned Products or the data and information submitted to prove the Country of Origin or other related reasons. 2- The Customs Departments shall, sua sponte and periodically or upon the request of the Department, provide the Ministry with copies of the preferential certificates of origin upon import to the State, to carry out a subsequent selective review of the validity of the Certificate of Origin or the real Country of Origin of the imported Products. 3- The Department may, in coordination with the Customs Departments, stop granting Preferential Treatment to the Products subject of verification, during the period of verification, provided that the importer is offered the release of such Products according to the customs procedures set forth in the Customs Laws at the State. 4- The Implementing Regulation of this Law shall determine the rules and procedures of subsequent review set forth in paragraphs (1), (2) and (3) of this Article. Article 11- Minor and Formal Differences 1- The discovery of minor differences between the data stated in the Certificate of Origin and the customs clearance documents, shall not lead to the Certificate of Origin being automatically considered null, whenever it is proved that such documents are related to the submitted Products. The Implementing Regulation of this Law shall state the rules of determination of minor differences between the data stated in the Certificate of Origin and the customs clearance documents. 2- The typing or formal errors in the Certificate of Origin or the customs declaration shall not be considered a justification to reject the document, if such errors do not lead to serious doubts in the validity of the data stated in such documents. Article 12 – Obligations of the Ministry towards the Country of Origin 1- The Ministry shall respond to the subsequent verification requests received by the competent entity at the country of import concerning the preferential certificates of origin issued for the national Products. 2- The Ministry shall settle the disputes that may arise with the importing or exporting States concerning the application of the Rules of Origin or other related cases. 3- The Ministry shall cooperate and coordinate with the competent entity at the country of import to better implement the Rules of Origin and shall provide it with the forms of seals used in the preferential certificates of origin. Chapter 5 Objection, Grievance and Appeal Article 13 1- Those who were rejected by the Department to be granted preferential Certificate of Origin, may object to the Director of the Department within (7) seven working days from the date of notification thereof. Their objection shall be settled within a period not exceeding (10) ten working days from the date of submittal of the request. In case of rejection of the request, it shall be notified to the concerned person in writing and shall be justified. 2- Those whose objection was rejected or whose request was left unanswered may file a grievance to the Minister within (10) ten working days from the date of rejection of the request. Their grievance shall be settled within a period not exceeding (20) twenty working days from the date of filing thereof. In case of rejection of the request, it shall be notified to the concerned person in writing and shall be justified. 3- Those whose grievance was rejected by the Minister may appeal before the competent Courts at the State according to the said Code of Civil Procedure. Chapter 6 Penal and Administrative Sanctions Article 14- Penal Sanctions Without prejudice to any other more severe sanction stipulated in any other Law, whoever forges the data of the Commodities imported into the State or exported outside the State or whoever provides misleading information with the intention of fraud in the Certificate of Origin or the Indication of Origin, shall be punished by temporary imprisonment and/or a fine not less than AED (100,000) one hundred thousand and not exceeding AED (500,000) five hundred thousand. The sanction shall be doubled in case of recidivism. Article 15- Administrative Sanctions The Minister or his representative may impose on the exporter, whether a physical or moral person, upon violating any of the provisions set forth in this Law and its Implementing Regulation and the decisions issued in implementation thereof, any of the following administrative sanctions: 1-Warning. 2- Temporary suspension of granting the preferential or non-preferential Certificate of Origin for a period not exceeding one year. 3- Permanent suspension of granting the preferential or non-preferential Certificate of Origin. Chapter 7 Final Provisions Article 16- Judicial Officers The Ministry’s employees specified by a decision from the Minister of Justice, under agreement with the Minister, shall have the capacity of judicial officers in proving what occurs in violation to the provisions of this Law and the decisions issued in implementation thereof, within the jurisdiction of each. Article 17- Fees The Cabinet shall issue, upon the suggestion of the Minister of Finance, a decision specifying the fees of the preferential and non-preferential certificates of origin issued by the Ministry. Article 18- Implementing Regulation The Cabinet shall, upon the Minister's suggestion, issue the Implementing Regulation of this Law within six months from the date of issuance thereof. Article 19- Abrogation 1- The Federal Law no. (6) of 1983 on the determination of fees imposed on the certificates of origin of the national Products of the United Arab Emirates and its implementing decisions shall be abrogated, provided that it remains applicable along with its implementing decisions until issuance of the Cabinet decision referred to in Article (17) of this Law. 2- Any provision contrary to or inconsistent with the provisions of this Law shall be abrogated. Article 20- Publication and Entry into Force This Law shall be published in the Official Gazette and shall enter into effect one month after the date of publication thereof. Issued by Us at the Presidential :Palace in Abu Dhabi On: 22 Rabi' Al-Akhar 1441 H Corresponding to: 19 December 2019 Khalifa bin Zayed Al Nahyan President of the United Arab Emirates State .This Federal Law was published in the Official Gazette no. 669, p. 99

Federal Law No. 6 Issued on 03/05/2018 Corresponding to 17 Shaaban 1439 H. ON ARBITRATION Amending: Federal Law No. 11 dated 24/02/1992. We, Khalifa Bin Zayed Al-Nahyan, President of the United Arab Emirates State, After perusal of the Constitution, Federal Law No. 1 of 1972 on Competencies of the Ministries and Powers of the Ministers and its amendments, Federal Law No. 3 of 1983 on the Judiciary, and its amendments, Federal Law No. 5 of 1985 on the Issuance of the Civil Transactions Law, and its amendments, Federal Law No. 3 of 1987 on the Issuance of the Penal Code, and its amendments, Federal Law No. 23 of 1991 on the Regulation of the Legal Profession, and its amendments, Federal Law No. 10 of 1992 of the Issuance of Evidence in Civil and Commercial Transactions, and its amendments, Federal Law No. 11 of 1992 on the Issuance of the Civil Procedure Law, and its amendments, Federal Law No. 35 of 1992 on the Issuance of the Criminal Procedure Law, and its amendments, Federal Law No. 18 of 1993 on the Commercial transactions, Federal Law No. 1 of 2006 on Electronic Commerce and Transactions, Federal Law No 6 of 2012 on the Regulation of the Profession of Translation, Federal Law no. 7 of 2012 On the Regulation of Expertise before the Judicial Authorities, Federal Law No. 2 of 2015 on the Commercial Companies, and its amendments, Upon the proposal of the Minister of Economy, and the approval of the Council of Ministers and the Federal National Council, and the ratification of the Federal Supreme Council, Have issued the following Law: Chapter 1 Definitions and Scope of Application Article 1- Definitions In application of the provisions of this Law, the following terms and expressions shall have the meanings assigned against each, unless the context requires otherwise: State: The United Arab Emirates State. Arbitration: A method that is regulated by Law, by which a dispute which has arisen between two Parties or more is decided by a binding decision through an Arbitral Tribunal upon the agreement of Parties. Arbitration Agreement: An agreement by the Parties to refer to Arbitration whether such Agreement is made before or after the dispute has arisen. Arbitral Tribunal: A Tribunal which consists of one Arbitrator or more to adjudicate the dispute referred to Arbitration. Court: The federal or local Appeal Court agreed by all Parties or which the Arbitration is carried out within its area of jurisdiction. Arbitration Institution: An authority or centre that is established to organise the arbitration proceedings. Authorised Entity: Any physical or juristic person upon which any of the powers specified according to the present law is conferred by the agreement of the Parties. Relevant Authority: The authorised arbitration authority or the Court. Parties: The Claimant and the Respondent, of any number. Claimant: The party who initiates the arbitration proceedings. Respondent: The party against whom the Claimant has initiated the arbitration proceedings. Article 2- Scope of Application of the Law The provisions of the present Law shall apply to: 1- Any Arbitration which is carried out in the State, unless the Parties agree on the application of the provisions of another Arbitration Law, provided that it is not contrary to the public order and public morality of the State. 2- Any International Commercial Arbitration which is carried out outside the State, and which is subject to the provisions of the present Law upon the agreement of the Parties. 3- Any Arbitration arising from a dispute on a contractual or non-contractual legal relationship organised by the Laws in force in the State; unless whatever is excluded by a special provision. Article 3- Arbitration International Element Arbitration shall be international, even if it is carried out inside the State, and that is in any of the following cases: 1- If the places of business of the Parties were situated, at the time of the conclusion of the Arbitration Agreement, in two different States or more, but if a party has more than one place of business, the place is that with which the subject-matter of the Arbitration Agreement is most closely connected. If a party to the Arbitration does not have a place of business, reference is to be made to his habitual residence. 2- If one of the following places is situated outside the State, in which the Parties have their places of business: a- The place of Arbitration as determined in or referred to by the Arbitration Agreement. b- The place where a substantial part of the obligations arising from the commercial relationships between Parties is to be performed, or the place with which the subject-matter of the dispute is most closely connected. 3- If the subject-matter of the dispute subject to the Arbitration Agreement relates to more than one country. 4- If the Parties have expressly agreed that the subject matter of the Arbitration Agreement relates to more than one country. Chapter 2 Arbitration Agreement Article 4- Legal Capacity to conclude an Arbitration Agreement 1- An Arbitration Agreement may only be concluded by a physical person who has the legal capacity to act or by the representative of the juristic person authorised to conclude the Arbitration Agreement, or otherwise the Agreement shall be null and void. 2- Arbitration is not allowed where matters cannot be submitted to conciliation. 3- In the cases where the Parties are allowed under the present Law to agree on the procedure to be followed to determine a certain issue, where each of them may authorise a third party to select or determine this procedure; and in this regard, a third party means: any physical person or Arbitration Institution inside the State or abroad. 4- Unless otherwise agreed by the Parties, an Arbitration Agreement shall not be discharged by the death of any party or his withdrawal, and it may be enforced by or against the legal successor of said party. Article 5- Forms of the Arbitration Agreement 1- An Arbitration Agreement may be made before the dispute whether in the form of a separate agreement or included in a certain contract, regarding all or certain disputes which may arise between the Parties. 2- An Arbitration Agreement may be made after the dispute has arisen, even if a lawsuit is brought before a Court. In this case, the Agreement shall determine the issues covered by the Arbitration. 3- An Arbitration Agreement may be made in the form of a reference in a contract or any other document which includes an arbitration clause, provided that such reference is clear as to make this clause part of the contract. Article 6- The Separability of the Arbitration Agreement 1- An Arbitration Agreement shall be separate from other clauses of the contract. The nullity, rescission or termination of the contract shall not affect the Arbitration Agreement contained if said Agreement is valid by itself, unless the matter relates to the incapacity of any party. 2- An argument on the nullity, rescission or termination of the contract which includes the Arbitration Agreement shall not result in the stay of the arbitration proceedings, and the Arbitral Tribunal may decide on the validity of said contract. Article 7- Written Arbitration Agreement 1- An Arbitration Agreement must be made in writing, or otherwise it shall be null and void. 2- The requirement that an Arbitration Agreement be in writing is met in the following cases: a- If it is contained in a document signed by the Parties or mentioned in an exchange of letters or other means of written communication or made by an electronic communication according to the applicable rules in the State regarding the electronic transactions. b- If a reference is made in a written contract to the terms of a Model Contract, international agreement or any other document containing an arbitration clause, where such reference is clear as to make that clause part of the contract. c- If an Arbitration Agreement is made while the dispute is pending before the competent Court, the Court shall issue its decision confirming the Arbitration Agreement, and the litigants shall freely initiate the arbitration proceedings in the place and time determined thereof and under the terms governing such arbitration, and the Court shall consider the lawsuit as if never existed. d- If it is contained in an exchange of written statements between the Parties during the arbitration proceedings or upon acknowledgement before the Court, where one party requests that the dispute be referred for Arbitration and no objection is made by the other party in the course of his defence. Article 8- Adjudication of the dispute containing an Arbitration Agreement 1- The Court before which the dispute is brought in a matter covered by an Arbitration Agreement, shall declare the inadmissibility of the action, if the defendant has raised such plea before any claim or defence on the substance of the case, and unless the Court finds that the Arbitration Agreement is null and void or incapable of being performed. 2- Where an action referred to in the preceding Clause has been brought, the arbitration proceedings may nevertheless be commenced or continued, and an arbitral award may be made. Chapter 3 Arbitral Tribunal Article 9- Composition of the Arbitral Tribunal 1- The Arbitral Tribunal shall, upon the agreement of the Parties, consist of one arbitrator or more. If the Parties have not agreed on the number of arbitrators, then three arbitrators shall be appointed, unless otherwise is decided by the Relevant Authority. 2- If there are more than one arbitrator, their number shall be odd, or otherwise the Arbitration shall be null and void. Article 10- The requirements to be met by the arbitrator 1- In addition to the requirements agreed upon by the Parties, the arbitrator shall be a physical person, and he may not be a minor, incapacitated, or deprived of his civil rights due to declaration of bankruptcy unless he is rehabilitated, or due to being sentenced for a felony or misdemeanour involving moral turpitude or dishonesty, even if he is rehabilitated. 2- An arbitrator may not be a member of the Board of Trustees or the administrative branch of the competent Arbitration Institution administering the arbitration case in the State. 3- Unless otherwise agreed by the Parties or provided by Law, it is not required that an arbitrator be of a specific gender or certain nationality. 4- Any person who is notified of his possible appointment as an arbitrator, shall declare, in writing, all circumstances that are likely to give rise to doubts as to his impartiality or independence, and he, as from the date of his appointment and throughout the arbitration proceedings, shall, without delay, notify the Parties and other arbitrators of any such circumstances that may arise and which may give rise to doubts as to his impartiality or independence, unless they have already been informed of such circumstance. Article 11- The method to select the Arbitral Tribunal 1- The Parties may agree on the procedures to be followed for the appointment of the arbitrator or arbitrators, the time and method of their appointment. 2- If the Arbitral Tribunal is composed of a sole arbitrator, and if Parties are unable to agree on the arbitrator within fifteen (15) days from the date of filing of request, in writing, by one party requesting the other party to perform so, then the appointment of said arbitrator shall be made by the Relevant Authority upon request of a party. Without prejudice to the provisions of Article 14 of the present Law, said decision shall not be subject to appeal through any means of recourse. 3- If the Arbitral Tribunal is composed of three arbitrators, each party shall appoint one arbitrator, and the two arbitrators thus appointed shall appoint the third arbitrator. If a party fails to appoint the arbitrator within fifteen (15) days after the receipt of a request to do so from the other party, or if the two arbitrators appointed fail to agree on the third arbitrator within fifteen (15) days after the date of latest appointment, then the appointment of the arbitrator shall be made promptly, upon request of a party, by the Relevant Authority. Without prejudice to the provisions of Article 14 of the present Law, said decision shall not be subject to appeal through any means of recourse. 4- The Relevant Authority shall have due regard to the qualifications required of the arbitrator to be appointed by the present Law, and those agreed upon by the Parties, so as to secure the appointment of an independent and impartial arbitrator. 5- In the cases where the Authorised Entity does not appoint the arbitrator according to the procedures specified by the agreement of the Parties, or according to the provisions of the present Law if there is no agreement, then any party may request from the Court to take the necessary procedure for the completion of the composition and appointment of the members of the Arbitral Tribunal. The Court decision, in this regard, shall not be subject to appeal through any means of recourse. 6- If a request is made to the Relevant Authority for the appointment of an arbitrator, then the applicant shall, at the same time, address copies of the same to all other Parties, and to any arbitrator which has been previously appointed in the same dispute. It is it is required that the request indicates, briefly, the subject-matter of the dispute and any other conditions required by the Arbitration Agreement to be satisfied by the arbitrator to be appointed, and all steps that have been taken to appoint any remaining member in the Arbitral Tribunal. 7- The third Arbitrator appointed according to the Provisions of this Article shall preside over the Arbitral Tribunal, and this provision shall apply when the Arbitral Tribunal is composed of more than three arbitrators. 8- The Court may, upon request of any party, request from any Arbitration Institution in the State to provide it with a list of arbitration specialists, so as for the Court to appoint one of them, and that is after payment of the fees specified in the Arbitration Institution by the party who has made the request, and it shall be considered as part of the arbitration expenses. Article 12- Decision-making regarding the Arbitration Proceedings Unless otherwise provided by the Parties, any decision in the arbitration proceedings, in which participates more than one arbitrator, shall be made by the majority of the members of the Arbitral Tribunal. However, procedural matters may be decided by the presiding arbitrator of the Tribunal, if so authorised by the Parties or the remaining members of the Arbitral Tribunal. Article 13- Failure to comply with the procedures for the appointment of the Arbitral Tribunal If any party fails to comply with the procedures for the appointment of the arbitrators agreed by them, or if they have not originally agreed on said procedures, or if the appointed two arbitrators have not agreed on a matter which is required to be agreed on by them, or if a third party, including the Authorised Entity, fails to perform whatever is assigned to it in this regard, the Court shall at the request of one of the Parties perform the required procedure unless the agreement provides for another way to fulfil this procedure. The decision may not be subject to any recourse. Article 14- Recusal of an Arbitrator 1- An arbitrator may not be recused except if there are circumstances that are likely to give rise to serious doubts regarding his impartiality or independence, or if it is established that the requirements agreed upon by the Parties or provided by the present Law are not met. 2- No party may submit a request for the recusal of an arbitrator appointed by him, or in whose appointment he has participated, except for a reason of which he becomes aware after the appointment has been made. 3- The recusal request shall not be accepted from such person who has previously submitted a request for the recusal of the same arbitrator, in the same arbitration and for the same reason. Article 15- Procedures for the recusal of an arbitrator The Parties may agree on the procedures for the recusal of an arbitrator, subject to the following procedures: 1- A party who intends to recuse an arbitrator shall, within fifteen (15) days after becoming aware of the appointment of said arbitrator of after becoming aware of the grounds for such recusal, send a written statement of the reasons for the recusal of an arbitrator against whom a recusal request was submitted, and a copy of the same shall be sent to the remaining members of the Arbitral Tribunal who have been appointed, and to other Parties. 2- If the challenged arbitrator fails to recuse himself, or if the other party does not approve the recusal within fifteen (15) days from the date of notification of the arbitrator of such request according to the provisions of Article 24 of the present Law, the applicant of recusal may file his request with the Relevant Authority within fifteen (15) days after the termination of the first said fifteen (15) days, and the Relevant Authority shall decide on the recusal request within ten (10) days. Said decision shall not be subject to appeal through any means of recourse. 3- The notification of the arbitrator of the recusal request or the filing of the request with the Relevant Authority shall not result in the stay of the arbitration proceedings. The Arbitral Tribunal including the challenged arbitrator, may continue the arbitration proceedings and issuance of the arbitral award, even if the Relevant Authority has not decided on the request. 4- The withdrawal of the arbitrator from his office or the agreement of the Parties on his dismissal shall not be considered an acknowledgment of the validity of any of the recusal reasons. 5- If the Relevant Authority has decided to recuse the arbitrator, it may take the decision which it may deem appropriate for said arbitrator with respect to fees or expenses or for the recovery of any fees or expenses that have been paid to him. Said decision shall not be subject to appeal through any means of recourse. Article 16- Termination of the arbitrator’s mandate 1- If an arbitrator becomes unable to perform his functions or if he fails to act, or if he ceases to perform the same without undue delay in the arbitration proceedings, or if he, intentionally, neglects to act according to the Arbitration Agreement, though he has been notified through all applicable means of notification and communication in the State, yet he fails to withdraw or if the Parties fail to agree on his dismissal, then the Relevant Authority may, upon request of a party, and after hearing the statements and defence of the arbitrator, terminate his mandate, and its decision in this regard shall not be subject to appeal through any means of recourse. 2- The power of the arbitrator shall be personal, and it shall terminate by his death or loss of capacity, of failure to meet any of the appointment requirements. Unless otherwise agreed by the Parties, the death or withdrawal of the person who has appointed the arbitrator shall not revoke the power of the arbitrator. Article 17- Appointment of a substitute arbitrator 1- If the mandate of an arbitrator terminates by decision on his recusal or dismissal or by his withdrawal or any other reason, a substitute arbitrator shall be appointed according to the procedures that were followed for the appointment of the arbitrator whose mandate has been terminated. 2- After the appointment of a substitute arbitrator, the Parties may agree to retain the procedures that have been previously carried out, and to determine the scope thereof. If the Parties fail to reach an agreement in this regard, the reconstituted Arbitral Tribunal shall decide on the validity of any of the previous proceedings and the scope thereof. A decision issued by the reconstituted Arbitral Tribunal shall not affect the right of a party to appeal against the proceedings that have been carried out before the reconstitution of the Arbitral Tribunal, on basis of a reason which has arisen before the appointment of the substitute arbitrator. Article 18- General Jurisdiction to order the arbitration measures 1- The jurisdiction to examine the arbitration matters referred by the present Law to the competent Court shall be according to the applicable procedural laws in the State, and they shall, solely, have the power until all arbitration proceedings are terminated. 2- The president of the Court may order, upon request of a party or upon request of the Arbitral Tribunal, interim or precautionary measures, as he may deem necessary, for the current or future arbitration proceedings, whether before or in the course of the arbitration proceedings. 3- The measures referred to in the preceding Clause of the present Article shall not result in the stay of arbitration proceedings and shall not be considered as waiver of the Arbitration Agreement. 4- If the president of the Court has issued an order as specified in Clause (2) of this Article, then the effect of this order shall not terminate, wholly or partially, except by decision of the president of the Court. Article 19- The competence of the Arbitral Tribunal to rule on its own jurisdiction 1- The Arbitral Tribunal may rule on a plea that the Tribunal does not have jurisdiction, including a plea based on the non-existence or validity of the Arbitration Agreement, or that such agreement does not govern the subject-matter of the dispute. The Arbitral Tribunal may rule on such matter, either as a preliminary question or in a final arbitral award on the merits of the dispute. 2- If the Arbitral Tribunal rules as a preliminary question that it has jurisdiction, then any party may request, within fifteen (15) days after having received notice of that decision, the Court to decide the matter. The Court shall decide the request within thirty (30) days from the filing registration date of the request with the Court, which decision shall not be subject to appeal through any means of recourse. The arbitration proceedings shall be stayed until said request is decided upon, unless the Arbitral Tribunal decisions to continue the proceedings upon request of a party. 3- The party who requests to continue the arbitration proceedings shall bear the arbitration expenses if the Court has ruled that the Arbitral Tribunal has no jurisdiction. Article 20- Time limit to raise a plea that the Arbitral Tribunal lacks jurisdiction 1- A plea that the Arbitral Tribunal does not have jurisdiction shall be raised not later than the submission of the statement of defence by the Respondent, referred to in Article 30 of the Law. A plea that the Arbitration Agreement does not cover the matters raised by the other party during the examination of the dispute, shall be raised not later than the next hearing following that in which the plea that the tribunal does not have jurisdiction was submitted, or otherwise the right to raise such plea shall be forfeited. In all case, the Arbitral Tribunal may admit a later plea if it considers the delay justified. 2- A party is not precluded from raising the pleas mentioned in Clause (1) of the present Article due to the fact that he has appointed, or participated in the appointment of, an arbitrator. Article 21- Interim or precautionary measures 1- Subject to the provisions of Article 18 of the present Law, and unless otherwise agreed by the Parties, the Arbitral Tribunal may, upon request of a party, or on its own initiative, order either one to take interim or precautionary measures as it may deem necessary and as required by the nature of the dispute, and in particular: a- An order to preserve evidence that may be material to the resolution of the dispute. b- Taking necessary measures to preserve the goods that constitute a part of the subject-matter of the dispute, such as the order to deposit with third Parties, or to sell perishable goods. c- Preserving assets and property of which a subsequent award may be enforced. d- Maintaining or restoring the status quo pending determination of the dispute. e- Taking action that would prevent, or refrain from taking action that is likely to cause, current or imminent harm or prejudice to the arbitral process itself. 2- The Arbitral Tribunal may require the applicant of interim or precautionary measures to provide appropriate security to cover the costs of these measures, and it may require him to bear all the damage resulting from the enforcement of said orders if the Arbitral Tribunal has decided at a subsequent time his ineligibility to request the issuance of the same. 3- The Arbitral Tribunal may modify, suspend or terminate an interim measure which it has ordered, upon request of a party, or in exceptional cases and upon a prior notice to the Parties, on the tribunal’s own initiative. 4- A party in whose interest an interim order is granted and upon a written authorisation from the Arbitral Tribunal, may request the Court to grant an order for the enforcement of the order issued by the Arbitral Tribunal or any part of the same, within fifteen (15) days after having received the request, and copies of the authorisation or enforcement request under this Article shall be sent to all other Parties at the same time. Chapter 4 Arbitration Proceedings Article 22- Intervention or joinder of new Parties into Arbitration The Arbitral Tribunal may authorise the joinder or intervention of a third party into the arbitration dispute whether upon request of a party or upon request of the joining party, provided that he is a party to the Arbitration Agreement after giving all Parties including the third party the opportunity to hear their statements. Article 23- Determination of the applicable proceedings 1- Subject to Article (10/2) of the present Law, the Parties may agree on the procedures that the Arbitral Tribunal is required to be followed to proceed in the arbitration including subjecting these procedures to applicable rules in any Arbitration Institution or organisation inside or outside the State. 2- If there is no agreement to follow certain procedures, the Arbitral Tribunal may determine the procedures that it may deem appropriate subject to the provisions of the present Law, in compliance with the basic principles in litigation and international agreements to which the State is a party. Article 24- Notices 1- Unless otherwise agreed by the Parties, the provisions mentioned in this Clause shall be applicable: a- Any written communication shall be considered to have been received: if delivered to the addressee personally, or if delivered at his place of business, habitual residence, or mailing address known by both Parties or specified in the Arbitration Agreement or in the document regulating the relationship covered by the arbitration. If none of said addresses may be found after conducting a necessary inquiry, a written communication shall be considered to have been received if it is sent to the last-known place of business of the addressee, his habitual residence, or mailing address by a registered letter or through express mail companies or any other means which provides a written proof of attempted delivery. The term “Mailing Address” means any fax number or electronic mail address previously used by the Parties in their transactions with each other or which has been previously used by a party to notify the other party of his communications. b- The letter shall be considered as received on the day of its delivery in the manner mentioned in the present Law. The letter sent by fax or email shall be considered as received on the date on which it has been sent as shown by its information, provided that there is no indication on any error in the sending process. In all cases, the receipt shall be considered made if received or sent before six in the evening in the country in which the communication was received, and otherwise the receipt shall be considered as made on the next day. 2- For assessment of periods according to the present Law, the period shall start to run on the next day following the receipt of the letter or any other communication. If the last day happens to be an official holiday or a business holiday at the headquarters or place of business of the consignee, then the time limit shall extend to the first following working day. The official holidays or business days which take place during said time limit shall be included in the assessment. 3- The provisions of the present Article shall not apply to communications made in Court proceedings. Article 25- Waiver of right to object If a party proceeds with arbitration proceedings knowing that any requirement under the Arbitration Agreement or any of the provisions of the present Law from of which an agreement may be made to the contrary, has not been complied with, where he fails to submit an objection to such violation on the time limit agreed upon or within seven (7) days of the date of becoming aware upon non-agreement, he shall be considered to have waived his to object. Article 26- Equal treatment of Parties to arbitration The Parties to the arbitration shall be treated with equality, and each party shall be given an equal and full opportunity to present his claims and defence. Article 27- Commencement of the arbitration proceedings 1- Unless otherwise agreed by the Parties, the arbitration proceedings shall commence on the next day following the full composition of the Arbitral Tribunal. 2- The notice of a request of arbitration shall be considered as filing of the case for the purposes of imposing the provisional seizure Article 28- Place of arbitration 1- The Parties may agree on the place of arbitration. Failing such agreement, the place of arbitration shall be determined by the Arbitral Tribunal having regard to the circumstances of the case, and convenience of the Parties. 2- Unless otherwise agreed by the Parties, the Arbitral Tribunal may: a- Hold the arbitration hearings at any place as it deems appropriate to perform any of the arbitration proceedings, where the Parties shall be summoned in a sufficient time before the hearing. b- Hold the arbitration hearings with Parties or deliberation by all means of communication and modern electronic technologies. The Arbitral Tribunal shall deliver or sent the minutes of the hearing to the Parties. Article 29- Language of Arbitration 1- Unless otherwise agreed by the Parties, the arbitration proceedings shall be carried out in Arabic. 2- The language agreed upon or determined shall apply to the arbitration proceedings, and to any written statement submitted by the Parties, any oral hearing and any arbitral award, decision or other communication by the Arbitral Tribunal, unless otherwise agreed. 3- Subject to the provisions of Federal Law No. 6 of 2012 on the Regulation of the Profession of Translation, the Arbitral Tribunal may order that all or some written documents submitted in the case shall be accompanied by translation into the language or languages used in the Arbitration. In case there are many languages, translation may be restricted to some of them. Article 30- Statement of claims and defence 1- Unless otherwise agreed by the Parties or by the Arbitral Tribunal, the Claimant shall, within fourteen (14) days from the date of composition of the Arbitral Tribunal, send to the Respondent and to each arbitrator, a written statement of his claim including his name, address, the name and address of the Respondent, an explanation of the facts of the claim, the points at issue, and pleas, in addition to any other matter required by the agreement of the Parties to be mentioned in the statement. 2- Unless otherwise agreed by the Parties or by the Arbitral Tribunal, the Respondent shall, within fourteen (14) days from the date of receipt of the statement sent to him by the Claimant which is referred to in the preceding Clause of the present Article, send to the Claimant and to each arbitrator a written statement of his defence indicating his defence in respect of the Claimant’s statements, and he may include in such statement of defence any incidental pleas or counterclaims related to the subject-matter of the dispute, or he may raise a right arising from it, with the intention to claim offset, even if at any subsequent stage of the proceedings if the Arbitral Tribunal considers the delay justified. 3- Unless otherwise agreed by the Parties, either party may amend or supplement his claims or defence or file a counterclaim during the course of the arbitral proceedings, unless the Arbitral Tribunal considers it inappropriate to allow such amendment having regard to the delay in making it or due to that such claim is beyond its authority, provided that the Arbitral Tribunal in its decision have due regard to the principles of ligation and the rights of defence. Article 31- Documents supporting the statements of claim and defence A party may submit with his statement of claim or defence, as the case may be, copies of all documents he considers to be relevant or may add a reference to all or some of the documents or other evidence he will submit, having due regard to the right of the other party to have access to them. Such matter shall not prejudice the right of the Arbitral Tribunal, at any stage of the proceedings, to request the provision of the original documents or instruments, the basis upon which any party considers relevant, and the right of other Parties to have access to them. Article 32- Failure of the Parties to comply with their obligations Subject to the provisions of Article 30 of the present Law, and unless otherwise agreed by the Parties, it is required to comply with the following: 1- If, without acceptable excuse, the Claimant fails to communicate his statement of arbitral claim in accordance with the present Law, and the procedures agreed upon by the Parties, the Arbitral Tribunal may terminate the proceedings, if it believes that there is an undue and inordinate delay by the Claimant in proceeding his claim, and that such delay prevents a fair resolution or results in injustice against the Respondent. 2- If the Respondent fails to submit his statement of defence, the Arbitral Tribunal shall continue the arbitration proceedings without treating such failure in itself as an admission of the Claimant’s allegations, and the same provision shall apply in case the Claimant fails to submit his statement of defence against a counterclaim. 3- If, without an acceptable excuse, any party fails to appear at a hearing or to produce documents or to perform any procedure, the Arbitral Tribunal may continue the arbitration proceedings and conclude whatever it may deem appropriate in the light of the acts and the failure of said party, as justified by the circumstances of the arbitration case, and give the award in the dispute on the evidence before it. Article 33- Hearings and production of evidence 1- Unless otherwise provided by the Parties, the arbitration hearings shall be held at private meetings. 2- Unless otherwise agreed by the Parties, the Arbitral tribunal may decide whether to hold oral hearings for the production of evidence or for oral arguments, or whether to proceed with the proceedings on the basis of documents and other material evidence. The Arbitral Tribunal may decide to hold these hearings at an appropriate state of the proceedings at the request of a party. 3- The hearings may be held through modern means of communication which do not require the Parties to appear in person at the hearings. 4- The Arbitral Tribunal shall notify the Parties of the dates of the hearings, in sufficient time before said hearings as the Arbitral Tribunal may deem appropriate, and as the case may be. 5- The Parties may, on their own costs, seek the assistance of experts and legal representatives such as attorneys and others to represent them before the Arbitral Tribunal. The Arbitral Tribunal may request any party to submit a proof of the power granted to his representative in the form specified by the Tribunal. 6- A summary of the facts of each hearing held by the Arbitral Tribunal shall be inscribed in a minute, a copy of which is delivered to each party. 7- Unless otherwise agreed by the Parties, the statements of the witnesses including experts may be heard according to the applicable laws in the State. 8- The Arbitral Tribunal shall have a discretionary power to determine the applicable rules of evidence, and the extent of admissibility, relation or evaluation of the evidence submitted by any party on an incident or expertise; moreover, it may determine the time, method and form in which said evidence is exchanged between the Parties, and the method of its provision to the Tribunal. Article 34- Assistance of Experts 1- Unless otherwise agreed by the Parties, the Arbitral Tribunal may appoint one or more experts to submit his report, and it may determine his task and term. A copy of its decision shall be sent to the Parties. 2- A party shall give the expert the information related to the dispute, or to produce or to provide access to any relevant documents, goods, real estates, or other movable or immovable property related to the dispute for his inspection and examination. The Arbitral Tribunal shall decide on each dispute arising between the expert and any party in this regard. 3- The expert, before his appointment is accepted, shall submit to the Arbitral Tribunal and the Parties, a statement of his qualifications and an acknowledgment of his impartiality and independence. Any party shall notify the Arbitral Tribunal, within the time limit specified by the Authority in the decision, of any objection to the appointment of the expert. The Arbitral Tribunal shall rule on any objection to the appointment of said expert. The decision shall be binding in this regard. 4- No party may object to the qualifications of the expert, or to his impartiality or independence unless the objection is based on reasons that the party has become aware of after the appointment of said expert. 5- The Arbitral Tribunal shall send to the Parties a copy of the report of the expert immediately upon its deposit, and it shall give them the opportunity to comment on said report within the specified time limits. 6- The Arbitral Tribunal may, on its own initiative or at the request of a party after the filing of the report of the expert, hold a hearing to hear the statements of the experts, where the Parties have been given the opportunity to put questions to him on the matters mentioned in his report and to inspect any document on which his report is based. A party may seek the assistance of one or more experts appointed by him to give his opinion on the points at issue included in the report of the expert who is appointed by the Arbitral Tribunal, unless otherwise agreed by the Parties, subject to the provisions mentioned in Article 33 of the present Law. 7- The fees and expenses of the expert appointed by the Arbitral Tribunal based on this Article shall be borne by the Parties as determined by the Arbitral Tribunal. Article 35- Testimony of witnesses The Arbitral Tribunal may hear the testimony of witnesses including the expert witnesses, by the modern means of communication which do not require them to appear in person at the hearing. Article 36- The power of the Court to order the production of evidence 1- The Arbitral Tribunal may, on its own initiative or upon request of a party, seek the assistance of the Court in taking evidence, and the Court may execute the request, within its competence, and require the attendance of witnesses before the Arbitral Tribunal, to submit and give oral testimony, or to present the documents or any evidence thereof. 2- The request shall be submitted to the president of the Court, and he may determine any of the following: a- Sentencing the witnesses who fail to appear or abstain from answering without legal justification with the penalties prescribed in the applicable laws in the State. b- Rendering a decision requiring a third party to produce a document in his possession which is significant to resolve the dispute. c- Issuing a letter rogatory. Chapter 5 Arbitral Award Article 37- Application of the law of choice on the substance of dispute 1- The Arbitral Tribunal shall decide on the dispute in accordance with rules of law chosen by the Parties as applicable to the substance of the dispute. Any designation of the law of a given State shall be construed as a reference to the substantive rules of that law and not to the conflict of laws, and provided that it is not contrary to the public order and morality in the State, unless otherwise agreed by the Parties. 2- If the Parties agree that the legal relationship between them is subject to the provisions of a Model contract, international agreement or any other document, then said provisions including special arbitration clauses shall be applicable provided that they are not contrary to the public order and morality in the State. Article 38- The power of the Arbitral Tribunal in determining the applicable law on the substance of the dispute 1- If the Parties fail to agree on the rules of law applicable to the substance of the dispute, the Arbitral Tribunal shall apply the substantive rules of the law which it considers to have the closest connection with the substance of the dispute. 2- When deciding the merits of the dispute, the Arbitral Tribunal shall take into account the terms of the contract, which is the subject-matter of the dispute, and any relevant usages applicable to the transaction and between the Parties. 3- The Arbitral Tribunal may decide on the merits of the dispute ex aequo et bono or as amiable compositeur, without observing the provisions of the present Law, only if the Parties have expressly agreed or authorised it to do so. Article 39- Interim and summary awards 1- The Arbitral Tribunal may issue interim awards or awards in part of the claims, before the issuance of the award terminating the dispute. 2- The interim awards of the Arbitral Tribunal shall be enforceable before the Courts by an order on petition issued by the president of the Court or his delegate. Article 40- Arbitral award on agreed terms If, before the issuance of the final judgment in the litigation, the Parties agree to settle the dispute amicably, then they may request that the terms of the settlement be recorded by the Arbitral Tribunal. In this case, the Arbitral Tribunal shall give an Arbitral Award on agreed terms including the terms of the settlement and ending the proceedings. This Award shall have the same effects as the arbitrators’ awards. Article 41- The form and contents of the Arbitral Award 1- The Arbitral Award shall be made in writing. 2- The Arbitral Award shall be signed by the majority of all members if the Arbitral Tribunal is composed of more than one arbitrator. If the award is not signed by the majority of the arbitrators, then the president of the Arbitral Tribunal shall give the award unless otherwise agreed by the Parties. In this case, the dissenting reasons shall be written or attached, and shall be considered an integral part of the award. 3- The arbitrators shall sign the award, or otherwise the reason for any omitted signature shall be stated. The award shall be valid if signed by the majority of the arbitrators. 4- The Arbitral Award shall be justified, unless otherwise agreed by the Parties or if the law applicable to the arbitration proceedings do not require that the grounds of the award be stated. 5- The Arbitral Award shall mention the names of litigants, their addresses, the names of arbitrators, their nationalities and addresses, in addition to the Arbitration Agreement, and a summary of the claims of the litigants, statements, documents and the operative part of the award, and the award’s reasoning if their statement is mandatory, in addition to the date and place of issuance. 6- The arbitral award shall be considered issued in the place of arbitration according to Article 28 of the present Law, even if it is signed by the members of the Arbitral Tribunal outside the place of arbitration, and regardless of the signing method, whether carried out in the presence of the members of the Arbitral Tribunal or if the award is sent to be signed by each member separately, or by electronic method, unless otherwise agreed by the Parties. 7- Unless otherwise agreed by the Parties, the date of issuance of the award is the date on which the award was signed by the sole arbitrator, or by the last signature of the arbitrators in case more than one arbitrator is found. Article 42- Date of the award terminating the dispute 1- The Arbitral Tribunal shall give the award terminating the dispute, within the time limit agreed by the Parties. If there is no agreement on a specified time limit or a method to determine said date, the award shall be rendered within six months from the date of the first hearing of the arbitration proceedings. Moreover, the Arbitral Tribunal may decide to extend the period up to no more than six (6) additional months, unless otherwise agreed by the Parties. 2- The Arbitral Tribunal or any party may, in case of non-issuance of the Arbitral Award and after the termination of the period mentioned in Clause (1) of this Article, request the Court to issue a decision determining an additional period for rendering the Arbitral Award or ending the arbitration proceedings, if necessary, and it may extend said period according to the conditions that it may deem appropriate. Unless otherwise agreed by the Parties, its decision in this regard shall be deemed final. 3- If the Court renders a decision ending the arbitration proceedings, then any party may file his case with the competent Court of original jurisdiction. Article 43- Deciding on Incidental Matters If, during the arbitration proceedings, a matter falling beyond the scope of jurisdiction of the Arbitral Tribunal is raised, or a plea of forgery is raised regarding a document that has been submitted to it, and criminal measures were pursued or for any other claim, the Arbitral Tribunal may proceed in examining the merits of the dispute if it considers that a ruling on such matter, or on the forgery of the document, or the other criminal act, would not affect the outcome of the case. Otherwise, it shall stay the proceedings until a final decision is issued in this regard. This shall result in suspending the date fixed for the rendering of the Arbitral Award, and the time limit shall start to run again from the next day following the date of notification of the Arbitral Tribunal of the end of reason for suspension. Article 44- Notification of the Arbitral Award Subject to the provisions of Article 47 of the present Law, the Arbitral Tribunal shall notify all Parties of the Award by delivering each of them an original copy or a copy of the same signed by the Arbitral Tribunal, within fifteen (15) days from the date of the award. Article 45- Termination of arbitration proceedings 1- The arbitration proceedings shall be terminated by the issuance of the award terminating the dispute by the Arbitral Tribunal. 2- The Arbitral Tribunal shall terminate the proceedings in any of the following cases: a- If the Parties agree on the termination of the arbitration proceedings according to the provisions of the present Law. b- If the Claimant abandons the arbitration case unless the Arbitral Tribunal, upon a request of the Respondent, recognises a serious interest on his part in continuing the proceedings until the dispute is resolved. c- If the Arbitral Tribunal finds that the continuation of the arbitration has for any other reason become unnecessary or impossible. Article 46- Costs of the Arbitration 1- Unless otherwise agreed by the Parties, the Arbitral Tribunal shall assess the costs of the Arbitration, including; the fees and expenses incurred by any member in the Arbitral Tribunal for the purpose of execution of his tasks, and the costs of appointment of experts by the Arbitral Tribunal. 2- The Arbitral Tribunal may order that all or some of the costs set out in Clause (1) of this Article be borne by a party. The Court may, upon request of a party, amend the fees or costs assessed by the arbitrator to commensurate with the effort exerted, the nature of the dispute and the expertise of the arbitrator. 3-No claims may be submitted to the Court to reconsider the amount of costs if there is an agreement to fix the same. Article 47- Non-delivery of the award in case of failure to settle the expenses 1- Without prejudice to the right of arbitrators to have recourse against the Parties for their fees and expenses, the Arbitral Tribunal may refuse to deliver the final arbitral award to the Parties in case of failure to settle all the costs of arbitration. 2- If the Arbitral Tribunal has refused to deliver the award according to the provisions of Clause (1) of this Article, a party may submit a request to the Court after notifying the other Parties and the Arbitral Tribunal to require the Arbitral Tribunal to deliver the award to the Parties, after proving the settlement of all fees and expenses requested by the Arbitral Tribunal or those fixed by the Court according to Article 46 of the present Law. Article 48- Confidentiality of the arbitrators’ awards The arbitrators’ awards shall be confidential, and they may not be published in whole or in part, unless with the written approval of the Parties. The publication of the judicial judgments which cover the arbitration award shall not be considered a violation of this principle. Article 49- Interpretation of the arbitral award 1- Immediately upon the issuance of the arbitral award, the Arbitral Tribunal shall no more have the authority to decide on any of the matters covered by the arbitration award. Nevertheless, any of the Parties may submit a request to the Arbitral Tribunal, within thirty (30) days following the date of receipt of the arbitral award, for the interpretation of any ambiguity in the operative part of the award, unless the Parties agree on other procedures or periods. The applicant for interpretation shall notify the other party of such request before its submitted to the Arbitral Tribunal. 2- If the Arbitral Tribunal considers the request for interpretation to be justified, then it shall give a decision on the interpretation, in writing, within thirty (30) days following the filing date of the request with the Authority. This time limit may be extended for another fifteen (15) days as it may consider the request justified. 3- The decision on the interpretation shall be considered supplementary to the arbitral award interpreted and shall it be subject to the rules applicable to it. Article 50- Correction of the material errors in the arbitral award 1- The Arbitral Tribunal shall correct in its award any material errors either clerical or in computation, by virtue of decision issued on its own initiative or at the request of a party after notifying the other Parties. The request shall be submitted within thirty (30) days following the receipt of the arbitral award unless the Parties agree on other procedures or periods. The Arbitral Tribunal shall correct the award within thirty (30) days following the date of issuance of the award or submission of the correction request, as the case may be, and it may extend the period for another fifteen (15) days as it may consider the request justified. 2- The decision of correction shall be issued in writing by the Arbitral Tribunal, and it shall be notified to the Parties within fifteen (15) days from the date of its issuance. 3- The decision on correction shall be considered supplementary to the Arbitral Award and it shall be subject to the rules applicable to it. Article 51- The additional arbitral award 1- Any party may request the Arbitral Tribunal, within thirty (30) days following the receipt of the arbitral ward, to issue an additional arbitral award as to claims submitted in the proceedings but omitted by the arbitral awards. The application shall notify all the Parties of the request. 2- If the Arbitral Tribunal considers the request referred to in Clause (1) of this Article to be justified, then it shall make the award within sixty (60) days from the filing date of the request, and it may extend this period for another thirty (30) days. 3- The additional arbitral award shall be considered supplementary to the arbitral award and it shall be subject to the rules applicable to it. 4- If the Tribunal does not issue the arbitral award according to the provisions of this Article, and the two Articles 49 and 50 of the present Law, the concerned party shall submit a request to the Court to do so. Article 52- The binding force of the arbitral award The arbitral award issued according to the provisions of the present Law shall be binding to the Parties and have the force of res judicata and same enforceability as if it is a Court judgment, provided that a decision recognised by the Court is obtained for its enforcement. Article 53- Objection to the arbitral award 1- An objection against an arbitral award may not be accepted unless by lodging an action in nullity with the Court or during the examination of the request for recognition of the award, and the applicant for annulment shall provide a proof that: a- There was no Arbitration Agreement, or such agreement was null and void, or forfeited pursuant to the Law chosen by the Parties, or according to the present Law if no reference is made to a certain law. b- A party was, at the time of conclusion the Arbitration Agreement, incapacitated or lacking capacity according to the Law governing his legal capacity. c- A party has no legal capacity to act in the disputed right, according to the law governing his legal capacity, set out in Article 4 of the present Law. d- A party to the arbitration was unable to submit his statement of defence due to that he was not given a proper notice of the appointment of an arbitrator or of the arbitration proceedings, or due to the failure of the Arbitral Tribunal to comply with the principles of litigation or for any other reason beyond his will. e- The arbitral award has not applied the law agreed by the Parties to cover to the subjectmatter of the dispute. f- The composition of the Arbitral Tribunal or appointment of an arbitrator has been made contrary to the provisions of the present Law or the agreement of the Parties. g- The arbitration proceedings are void in such a way that has influenced the award, or if the arbitral award was issued after the termination of its specified period. h- The arbitral award has decided on matters not covered by the Arbitration Agreement or falling beyond the scope of said arbitration. Nevertheless, if the decision on matters submitted to arbitration can be separated from those not so submitted, then only the last said parts of the award may be deemed null and void. 2- The Court shall, on its own initiative, nullify the arbitral award, if it finds any of the following: a- That the subject-matter of the dispute is not capable of settlement by arbitration. b- That the arbitral award is in conflict with the public order and the public morality of the State. Article 54- An action in nullity of the arbitral award 1- The award issued by the Court regarding the action in nullity shall be final and may only be subject to appeal by cassation. 2- The action in nullity of the arbitral award shall not be heard after thirty (30) days have elapsed following the date of notification of the arbitral award to the applicant requesting the nullification. 3- The nullification of the arbitral award shall result in the termination of the award in whole or in part, according to whether full or partial nullification is rendered. If decision for the interpretation of the annulled part is issued, then such decision shall accordingly be terminated. 4- Unless otherwise agreed by the Parties, the Arbitration Agreement shall remain effective according to the provisions of the present Law after the nullification of the arbitral award, unless such nullification is based on that the agreement itself does not exist, or upon the forfeiture of its term, or its nullity, that it is incapable of being performed. 5- The waiver of the plaintiff’s right to file an action in nullity before the issuance of the arbitral award shall not prevent the admissibility of the action. 6- The Court requested to nullify the arbitral award may stay the nullification procedures for a period not exceeding sixty (60) days, as it may deem appropriate, at the request of a party, in order to grant the Arbitral Tribunal an opportunity to make any procedure or amendment to the form of the award in a way that may remove the reasons for nullification without affecting the contents of the award. Article 55- Enforcement of an arbitral award 1- Any person willing to enforce an arbitral award shall submit a request for the recognition of the arbitral award and the issuance of an enforcement order to the president of the Court, provided that it is associated with the following: a- The original award or a duly certified copy thereof. b- A copy of the Arbitration Agreement. c- A translation into Arabic of the arbitral award duly certified by a duly recognized entity, if the award is made in another language. d- A copy of the minutes of deposit of the award in the Court. 2- The president of the Court or a delegated judge shall order the recognition of the arbitral award and its enforcement within sixty (60) days from the filing date of the request for recognition and enforcement, unless one or more reasons for the nullification of the arbitral award are furnished proving any of the cases mentioned in Clause (1) of Article 53 of the present Law. Article 56- Stay of enforcement of an arbitral award 1- The filing of an action in nullity of an arbitral award shall not result in the stay of enforcement of the award. Nevertheless, the Court which is examining the action in nullity of the arbitral award may order the stay of enforcement at the request of a party if the request is based on serious grounds. 2- The Court shall decide on the request for stay of enforcement within fifteen (15) days from the date of the first hearing fixed for its examination. 3- If the Court has decided to stay the enforcement, it may order the applicant of such request to submit a financial guarantee or security. The Court is required to decide on the action in nullity within sixty (60) days from the date of issuance of said decision. Article 57- Recourse against the enforcement of the arbitral award A grievance may be filed against the decision of the Court ordering or denying the enforcement of the arbitral award with the competent appeal Court, within thirty (30) days from the next day of notification. Chapter 6 Final Provisions Article 58- The action charter and lists of arbitrators 1- The Minister of Economy shall issue the action charter of the arbitrators in coordination with the Arbitration Institutions in the State. 2- The Minister of Justice or the president of the competent judicial authority shall set down the lists of arbitrators, from among whom the arbitrators are chosen, according to the provision of Article 11 of the present Law. Article 59- Application of the law in terms of time The provisions of the present Law shall apply to each arbitration which is existing at the time of its implementation, even if based on a previous Arbitration Agreement, provided that the proceedings performed according to the provisions of any previous legislation remain valid. Article 60- Abrogation of the provisions on arbitration in the Civil Procedure Law 1- The Articles from 203 to 218 of the aforementioned Federal Law No. 11 of 1992 shall be abrogated, provided that the proceedings performed according to them remain valid. 2- Any provision contrary to the provisions of the present Law shall be abrogated. Article 61- Publication and entry into force of the Law The present Law shall be published in the official gazette and shall come into force one month from the next day following the its publication date Issued by us At the Presidential Palace in Abu Dhabi On 17 Shaaban 1439 H Corresponding to 3 Mai 2018 Khalifa bin Zayed Al Nahyan President of the United Arab Emirates State .The present Federal Law was published in the Official Gazette, Issue No. 630, P. 27

Federal Decree Law No. 9 Issued on 20/09/2016 Corresponding to 18 Dhi Al Hijjah 1437 H. ON BANKRUPTCY Amending Federal Law No. 3/1987 dated 8/12/1987 Federal Law No. 18 dated 7/09/1993 Amended by virtue of Federal Decree-Law No. 23 dated 4/09/2019. We, Khalifa bin Zayed Al Nahyan President of the United Arab Emirates State, After perusal of the Constitution, Federal Law no. (1) of 1972 on the Competencies of the Ministries and Powers of the Ministers, and its amendments; Federal Law no. (10) of 1980 on the Central Bank, the Monetary System and the Organisation of the banking Profession, and its amendments; Federal Law no. (5) of 1985 promulgating the Civil Transactions Law, and its amendments; Federal Law no. (3) of 1987 promulgating the Penal Code, and its amendments; Federal Law no. (10) of 1992 promulgating the Law of Evidence in Civil and Commercial Transactions and its amendments; Federal Law no. (11) of 1992 promulgating the Civil Procedure Law and its amendments; Federal Law no. (35) of 1992 promulgating the Criminal Procedure Law, and its amendments; Federal Law no. (18) of 1993 promulgating the Commercial Transactions Law; Federal Law no. (1) of 2006 on Electronic Transactions and Commerce; Federal Law no. (4) of 2004 on the Financial Free Zones; Federal Law no. (6) of 2007 on the Establishment of the Insurance Authority and Regulation of its Operations, and its amendments; Federal Law no. (7) of 2012 concerning the regulation of the profession of expertise before the judicial authorities; Federal Law no. (2) of 2015 on the commercial companies; and Based on the proposal of the Minister of Finance and the approval of the Council of Ministers, Issued the following Decree-Law: TITLE 1 DEFINITIONS AND SCOPE OF APPLICATION Article 1 In the implementation of the provisions of this Decree-Law, the following words and expressions shall have the meanings stated beside them unless the context requires otherwise: State: The United Arab Emirates. Minister: The Minister of Finance. The Court: The competent Court according to the rules of Jurisdiction stated in the Civil Procedure Law. Competent Supervisory Authority: The federal or local supervisory government entity determined by a Cabinet Decision. Debtor's Debts: The debts owed by the debtor on the date of issuance of the Court’s decision of opening the proceedings according to the provisions of Title 3 and Title 4 of this Decree-Law or those emerging from an obligation due by the debtor before the issuance of the decision of opening the proceedings. Debtor's Assets: The elements which fall into the credit side of the financial disclosure of the debtor on the date of the decision of opening the proceedings or through any of the procedures set forth in this Decree-Law. Debtor's Business: The activities that were or are still practised by the debtor during the course of any procedures set forth in this Decree-Law. Insolvency: The situation where the debtor's assets would not cover, at any time, any of its payable obligations. Cessation of Payment: The debtor's inability to meet any debt owed by him. Free Zone: Any free zone that exists or is established inside the State by virtue of any federal or local legislation. National Currency: UAE Dirhams. Interested Party: Any physical or legal person having a right or interest in any of the procedures set forth in this Decree-Law. Exchange Rate: UAE Dirham exchange rate against the foreign currencies announced by the Central Bank of the United Arab Emirates. Precautionary Measures: Any necessary measures taken by the Court in order to preserve or manage the debtor's assets in a safe manner according to the provisions of this Decree-Law. Working Day: Any official working day in the State. Roster of Experts: A schedule of certified experts in the financial re-organisation and bankruptcy matters according to Federal Law no. (7) of 2012. Article 2 The provisions of this Decree-Law shall be applied on the following: 1- The companies subject to the provisions of the Commercial Companies Law. 2- The companies that are not established according to the Commercial Companies Law and owned in whole or in part by the Federal or local government, and of which the legislations of their establishment, their memoranda of association or articles of association stipulate that they shall be subject to the provisions of this Decree-Law. 3- The companies and establishments in the free zones that are not subject to special provisions governing the procedures of preventive composition, restructuring or bankruptcy, taking into account the provisions of Federal Law no. (8) of 2004 on the financial free zones. 3- Any person having the capacity of a merchant according to the provisions of the Law. 4- Licensed civil companies of professional nature. TITLE 2 FINANCIAL REORGANISATION Article 3 1- A permanent Committee shall be formed under the name of “Financial Reorganisation Committee” by virtue of a decision issued by the Council of Ministers based on the proposal of the Minister. 2- The Decision issued by the Council of Ministers indicated in Clause (1) of this Article shall determine the rules of procedures of the Committee as well as the executive and procedural rules enabling it to assume its competencies. The Committee may seek the assistance of whomever it deems experienced and competent. Article 4 The Committee shall: 1- The text of Clause (1) was replaced by virtue of Article (1) of the Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: Oversee the management of the financial reorganisation procedures of the financial institutions licensed by the competent supervisory authorities, in order to facilitate reaching a consensual agreement between the debtor and his creditors, with the help of one expert or more appointed by the Committee for this purpose, according to the conditions and procedures set forth in the Cabinet Decision referred to in Clause (2) of Article (3) of this Decree-Law. 2- Approve the list of experts concerning the affairs of financial reorganisation and bankruptcy in order to carry out the works assigned to them according to the provisions of this Decree-Law, in coordination with the Ministry of Justice or the local judiciary authority in the UAE and approve the conditions and procedures of registration in the roster of experts. 3- Determine a table of the fees of the appointed experts and any costs borne by them because of the procedures of financial reorganisation. The expert appointed in the procedures of financial reorganisation within the limits of his acts carried out in implementation of the task entrusted to him shall be considered as public servant. 4- Establish and organise a record for the persons against whom judicial decisions were issued, whether by the imposition of any restrictions ordered by the Court or by the loss of their eligibility according to the provisions of this Decree-Law. The Committee shall issue a decision determining the form of the record and the data to be included therein, the persons having the right to view the same and the conditions thereof, as well as other relevant provisions. 5- Submit periodic reports to the Minister on its works, achievements and suggestions in order to be able to carry out the tasks assigned to it under this Decree-Law. 6- Any other competencies set forth in this Decree-Law or assigned thereto by the Council of Ministers. TITLE 3 PREVENTIVE COMPOSITION CHAPTER 1 APPLICATION AND SETTLEMENT THEREOF Article 5 The procedures of preventive composition set forth in this Title aims to help the debtor reach settlements with his creditors by virtue of a preventive composition plan under the supervision of the Court and with the assistance of a composition trustee appointed according to the provisions of this Title. Article 6 1- The debtor may alone apply to the Court for a preventive composition in case he is facing financial difficulties requiring his assistance to reach settlements with his creditors. 2- For the acceptance of the application of preventive composition, the debtor shall not be in situation of cessation of payment of his due debts for a period exceeding (30) thirty consecutive working days as a result of a difficult financial position or in case of insolvency. Article 7 The application for preventive composition by the debtor shall entail the suspension of his obligations set forth in Article (68) of this Decree-Law, during the period from the date of submittal of application and issuance of a decision by the Court to accept or reject the opening of the procedures of preventive composition. The suspension, in case of acceptance of the application, shall continue throughout the period of these procedures. Article 8 If the debtor was subject to a competent supervisory authority, he may apply for preventive composition provided that he notifies the competent supervisory authority in writing of the same (10) ten working days before the date of submittal of application. The competent supervisory authority may submit any documents or pleas regarding this to the Court. Article 9 1- The application for preventive composition shall be submitted to the Court stating the reasons of application, accompanied with the following documents: a- A memorandum containing a brief description of the economic and financial situation of the debtor and information on his assets in addition to detailed data on his employees. b- A certified copy of the commercial, industrial or professional licence of the debtor, his commercial or professional register issued by the competent licensing authority at the Emirate. c- A copy of the commercial books or financial statements related to the debtor's business for the financial year preceding the submittal of application. d- A report containing the following: 1- The debtor's cash flow forecasts and projects profits and losses for the period of (12) twelve months following the submittal of application. 2- A statement of the names of the known creditors and debtors, their addresses, the amount of their rights, debts or the guarantees offered in return, if any. 3- A detailed statement of the debtor’s movable and immovable property, the approximate value of each of these properties upon the date of submittal of application, and statement of any guarantees or rights entailed to others. e- Proposals of preventive composition and the guarantees of implementation thereof. f- Selection of a trustee nominated by the debtor to take actions according to the provisions of this Decree-Law. g- If the applicant is a company, the application shall be accompanied with a copy of the decision of the competent entity at the company authorising the applicant to submit an application of preventive composition, a copy of the company's incorporation documents and any amendments occurring thereto and deposited at the competent authority in the Emirate. h- A report issued by the competent authority on the credit information at the State. i- Any other documents supporting the application. 2- If the applicant was not able to submit any of the required data or documents according to the provisions of Clause (1) of this Article, he shall state the reasons in his application. Article 10 1- The Court studying the application for preventive composition may decide, at the request of any interested party or sua sponte, to take the necessary measures to preserve or manage any of the debtor's assets, including placing seals on the headquarters of the debtor until the application is settled. 2- The Court may decide the continuing validity of any such measures or may decide to take any additional precautionary measures after acceptance of the application for preventive composition. Article 11 The Court shall verify that the application meets all the supporting documents and may grant the debtor a period of time to be provided with any additional data or documents in support of his application. Article 12 The debtor shall deposit at the Court's Treasury, an amount of money or a bank guarantee in the manner and on the date decided by the Court, to cover the expenses and costs of the preventive composition procedures, including the fees and expenses of the trustee and any appointed expert. Article 13 1- The Court may appoint one of the experts registered in the roster of experts or other experts in case it does not find the person with the required experience. 2- The appointed expert shall prepare a report on the financial position of the debtor containing his opinion on the extent of meeting the necessary conditions for the acceptance of the application for preventive composition, and shall state if the debtor's assets are sufficient or insufficient to implement the preventive composition. 3- The Court shall determine the tasks and fees of the expert and the period during which he shall submit the report, provided that it does not exceed (20) twenty working days from the date of notification of the appointment decision. 4- The expert shall be subject to the provisions stated in Articles (19) and (20) of this Decree-Law. Article 14 1- The Court shall decide on the application for preventive composition without the need for the litigants’ attendance within a period not exceeding (5) five working days from the date of submittal of the application that meets the conditions or from the date of deposit of the expert’s report, as appropriate. 2- If the Court accepts the application, it shall decide to open the preventive composition procedures. Article 15 The Court shall reject the application for preventive composition in the following cases: 1- If the debtor is subject to procedures of preventive composition, restructuring, bankruptcy and liquidation of his assets inside the State according to the provisions of this Decree-Law. 2- If the debtor fails to submit the documents and statements set forth in Articles (9) and (11) of this Decree-Law or submits them incomplete without justification. 3- If it was proved that the debtor acts in bad faith or the application constitutes an abuse of the litigation procedures. 4- If a final judgment is rendered against the debtor convicting the latter of one of the crimes set forth in Title 6 of this Decree-Law or any crime of fraud, theft, dishonesty or misappropriation of public assets, unless he was rehabilitated. 5- If it found that the preventive composition procedures are inappropriate for the debtor based on the data and documents submitted with the application or based on the report prepared by the expert according to the provisions of Clause (2) of Article (13) of this Decree-Law. 6- If the Court decides to open the bankruptcy procedures according to the provisions of Title 4 of this Decree-Law. 7- If the debtor fails to deposit the amount required to be deposited or does not submit the required bank guarantee, according to the provisions of Article (12) of this Decree-Law. Article 16 The Court may call any person in possession of information related to the application for preventive composition and such person shall provide the Court with any information required by it. CHAPTER 2 APPOINTMENT OF THE TRUSTEE Article 17 1- If the Court decides to accept the application for preventive composition, it shall appoint in its decision a trustee who is a physical or legal person nominated according to Clause (1/f) of Article (9) of this Decree-Law, or from among the experts registered in the roster of experts or other experts if the Court does not find a person with the required experience. 2- The Court may, sua sponte or at the request of the debtor or supervisor appoint more than one composition trustee, provided that they do not exceed three trustees at once. 3- If more than one composition trustee are appointed, they shall perform their duties in a joint manner and the decisions shall be taken by majority. In case of a tie, the matter shall be referred to the Court for weighting purposes. The Court may divide the tasks among the appointed trustees and specify their modus operandi, whether jointly or severally. 4- If the Court appoints a legal person as a composition trustee, he shall designate one or more representatives to carry out the tasks of the trustee, provided that such representative is registered in the roster of experts according to the provisions of this Decree-Law. 5- The Court shall announce the trustee in the decision issued concerning his appointment not later than the day following the issuance of the decision. 6- Any of the creditors may appeal the decision of the Court on the appointment of the trustee, within (5) five working days from the date of publication, according to the provisions of Article (35) of this Decree-Law, before the Court that issues its decision on the appeal within (5) five working days without pleading. Its decision in this regard shall be final and the appeal shall not suspend any of the procedures set forth in this Title. Article 18 The trustee may submit to the Court any application that would assist him in the performance of his task as required. This shall include, for example, the application to appoint one or more experts from the roster of experts, to help him in any of the matters falling within his competencies. An expert who is not listed on the roster of experts may be appointed when necessary, based on the Court's consent. The Court shall determine the task and fees of the expert upon the recommendation of the trustee. Article 19 The composition trustees shall not be appointed from among the following: 1- One of the creditors. 2- The debtor's spouse, in-law or any of his relatives up to the fourth degree. 3- Any person sentenced by a final judgment in a felony or misdemeanour of theft, embezzlement, fraud in commercial transactions, breach of trust, deceit, forgery, false testimony or any of the crimes set forth in this Decree-Law, bribery or any offence affecting the national economy even if he was rehabilitated. 4- Any person who was, during the two years preceding the opening of the preventive composition procedures, the debtor's partner, employee, auditor or agent. Article 20 1- The appointed trustee shall collect his fees against the tasks carried out by him and shall receive the expenses incurred by him as determined by the Court from the deposited amount or the bank guarantee submitted according to Article (12) of this Decree-Law. 2- The Court may decide to disburse amounts under the fees and expenses account to the trustee appointed according to the provisions of this Title at any time after assuming his tasks, by deducting from the amount deposited in the fees and expenses account. 3- Every interested person may file a grievance before the Court concerning the estimation of the trustee's fees and expenses. The filing of the grievance shall not entail the suspension of procedures. The Court shall decide on the grievance within (5) five working days from the date of filing it and its decision in this regard shall be deemed final. 4- If the deposited amount or the submitted bank guarantee does not cover the fees and expenses, the Court shall compel the debtor to deposit the difference within the period specified by it. Otherwise, the Court may order the termination of the preventive composition procedures. Article 21 1- The Court may, sua sponte, replace the trustee as it deems necessary. The creditor or the debtor shall have the right to request the Court to replace the trustee if it was proved that his appointment might prejudice the interests of the debtor or creditors. Any substitute trustee may be appointed in the same method followed for his appointment according to the provisions of this Decree-Law. The substituted trustee shall cooperate as much as possible to enable the substitute trustee to carry out his tasks. 2- The trustee may request the Court to release him from his duties and the Court may accept such request and appoint a substitute thereof. It may determine the fees for the services rendered by the trustee whose request was approved thereby. CHAPTER 3 TAKING INVENTORY OF THE DEBTOR'S ASSETS Article 22 1- The trustee shall, immediately upon his appointment, take the inventory of the debtor's assets in his presence or in the presence of his representative or after notifying him. A record shall be prepared on the procedures including a list of the inventory to be signed by the trustee and the debtor in case of his presence and a copy thereof shall be handed over to the Court. 2- The trustee may request the Court to issue an order for placing seals on the debtor's assets or lifting them. 3- The assets subject to inventory taking shall not include the rights of the beneficiaries of the debtor's pension, whether acquired before or after the date of decision of the opening and shall remain their property. Article 23 1- The Court shall provide the trustee, upon his appointment, with all the information available to it concerning the debtor. 2- The debtor shall provide the trustee with any additional details required by the latter with respect to the preventive composition procedures, within the time period specified by the trustee. Article 24 The text of Article 24 was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The trustee shall prepare a record stating all the debtor's creditors known by the latter and shall submit an updated version of such record to the Court. 2- The trustee shall state the following in the record: a- Address of every creditor, the claimed amount and the due date. b- Determination of the creditors, holder of debts secured by a mortgage, with the details of the guarantees decided for the same, as well as the estimated value of these guarantees in case of execution against them. c- Determination of the creditors, holders of preferential rights and the nature of such rights. d- Any set-off request submitted according to the provisions of Chapter 5 of Title 5 of this Decree-Law. e- Any other data deemed necessary by the trustee for the performance of his tasks. Article 25 1- The trustee may request any data or information related to the debtor's assets or business from any person that may have such information. 2- Every person having information on the debtor's assets or business shall give the trustee the necessary information required by him, including any documents and accounting books related to the debtor. The trustee shall maintain the confidentiality of any information related to the debtor when the disclosure thereof would harm the debtor. He shall not reveal the same outside the framework of the preventive composition procedures. 3- If such person refuses to cooperate with the trustee to provide the latter with the required information, the trustee may refer the matter to the Court to determine the amount of information that may be requested and that shall be provided to the trustee. Article 26 1- The debtor or any of his employees shall, during the preventive composition procedures, manage the debtor’s business under the supervision of the trustee. 2- The trustee may request the debtor to carry out all necessary acts to preserve his interests and those of his creditors during the course of the preventive composition procedures. 3- The trustee may, during the performance of his obligations, conduct the following acts on behalf of the debtor whenever such works and acts achieve the purpose of preventive composition following the approval of the debtor or with the permission of the Court: a- Acquiring any of the debtor's assets. b- Requesting investigation and proof of debtor’s ownership of any assets. c- Assessing the debtor's assets and submitting a report thereon to the Court. d- Collecting any assets or rights on behalf of the debtor. e- Concluding or maintaining any insurance policies necessary for the exercise of the debtor's business. f- Paying any amounts or fulfilling any claims to be met as a part of implementation of the preventive composition plan. g- Leasing out any property belonging to the debtor, cancelling their lease contracts and renting any properties if deemed necessary. h- Being a party on behalf of the debtor in any arrangement or settlement with one or more of the debtor's creditors. i- Obtaining any guarantee that the debtor had neglected to obtain or renew. j- Any other works achieving the purpose of preventive composition approved by the Court. Article 27 1- The Court may decide to suspend any of the debtor's business based on the urgent request of the trustee. 2- The Court shall irrevocably decide on the matter of partial suspension based on the trustee's report, after the lapse of a period not exceeding the period of the Court's ratification of the draft preventive composition plan according to the provisions of Chapter 10 of this Title. Article 28 1- The trustee may apply to the Court, on behalf of the debtor, to obtain permission for a new funding with or without guarantee during the procedures of preventive composition in order to ensure the continuation of the debtor's business according to the provisions stated in Chapter 4, Title 5 of this Decree-Law. 2- No guarantees on the debtor's assets after the decision of opening the preventive composition procedures shall be valid unless they were carried out based on a prior permission from the Court. CHAPTER 4 APPOINTMENT OF INSPECTORS Article 29 1- The text of Clause (1) of Article (29) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The Court may appoint one inspector or more from among the creditors who nominate themselves as inspectors to oversee the implementation of the preventive composition procedures. In case of nominated creditors who are holders of ordinary debts or debts secured by a mortgage, or holders of preferential rights, at least one inspector shall be appointed for each group. 2- In case more than one creditor apply from one group to be nominated as inspectors, the Court shall select the one it deems appropriate, taking in consideration the level of their representation of the number of creditors and the amount of debt represented by each candidate to be appointed as inspector. 3- Every inspector may be represented by one of his workers or his legal representative. 4- If the debtor is subject to a competent supervisory authority, the Court may appoint an inspector from said authority upon the latter’s request. 5- The inspector or the representative of the legal person appointed as inspector, shall not be the spouse, in-law or relative of the debtor up to the fourth degree. 6- The inspector shall not receive any fees and shall only be liable for his serious or intentional error during the course of performing his duties. 7- The debtor or any creditor may file a grievance to the Court concerning the appointment of the inspector or his representative. The filing of the grievance shall not entail the suspension of procedures. The Court shall decide on the grievance within (5) five working days from the date of filing it and its decision in this regard shall be deemed final. 8- The Court may, sua sponte or at the request of the trustee, dismiss the inspector and appoint a substitute thereof. 9- The Court may release the inspector from his duties upon his request and may appoint a substitute thereof. Article 30 The inspector shall assist the trustee and the Court and shall work to serve the public interest of the creditors. He shall oversee the implementation of the conditions of the preventive composition plan and notify the Court of any violations to such conditions. CHAPTER 5 PROHIBITION OF DISPOSITION OF ASSETS Article 31 1- The debtor, with effect from the date of decision of opening the procedures, is not allowed to do the following a- Pay any claims before the issuance of the decision of opening, except any clearing payments carried out according to the provisions of Chapter 5 of Title 5 of this Decree-Law. b- Dispose of any of his assets or borrow any amounts, unless according to the provisions of this DecreeLaw and within the ordinary course of the debtor's business, provided that the debtor obtains the prior consent of the trustee or the Court. c- Dispose of the company’s parts or shares or change in the ownership or legal entity thereof, if the debtor is a legal person. 2- The Court shall rule, at the request of any interested party, not to force any act by the debtor contrary to the provisions of Clause (1) of this Article. CHAPTER 6 SUSPENSION OF JUDICIAL PROCEEDINGS AND ENTRY INTO FORCE OF THE INTEREST Article 32 1- Except in the cases set forth in this Decree-Law, the decision of opening the procedures, and until ratification of the preventive composition plan, shall entail the suspension of judicial proceedings as well as the procedures of execution on the debtor's assets, unless the Court decides otherwise. 2- The text of Clause (2) of Article (32) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: Notwithstanding the provisions of Clause (1) of this Article, the creditors, holders of the debts secured by a mortgage, may execute against their guarantees when their debts become mature. The Court shall decide on granting the permission within (10) ten working days from the date of request thereof and the decision on granting the permission shall not require a notification or exchange of memoranda. The Court shall verify, upon granting the permission, the absence of any collusion between the debtor and the creditor whose debt is secured by a mortgage and the degree of priority of the secured creditor in case of more than one secured creditor on the same money. 3- The decision issued by the Court rejecting the permission may be appealed before the competent Court of Appeal. The appeal shall not entail the suspension of the preventive composition procedures and the decision issued in the appeal shall be considered final. Article 33 The issuance of the decision of opening the procedures or ratify the preventive composition plan shall not entail the maturity of the debts due from the debtor nor the suspension of their interests. CHAPTER 7 FULFILMENT OF THE OBLIGATIONS AND CONTRACTS Article 34 1- Subject to the provisions of Articles (26) and (31) of this Decree-Law, the issuance of the decision of opening shall not entail the rescission or termination of any contract in effect between the debtor and the contracting party. The party contracting with the debtor shall meet his contractual obligations unless he obtained, before the date of issuance of the decision of opening the procedures, a ruling of nonexecution following the debtor's failure to meet his obligations. 2- The Court may, at the request of the trustee, rule the rescission of any valid contract to which the debtor is a party, if this was necessary, in order to enable the debtor to carry out his business or in case the termination achieves the interest of all the creditors of the debtor and does not lead to a serious harm to the interests of the party contracting with the debtor. 3- If the debtor has any joint assets, the trustee or any of the partners in the joint assets may request the division of assets even if they have an agreement not allowing such division. Any of the partners may be preferred over others if he wishes to purchase the share of the debtor against fair compensation as decided by the Court. CHAPTER 8 PREVENTIVE COMPOSITION PROCEDURES AND SUBMITTAL OF CLAIMS Article 35 The trustee shall, within (5) five days from the date of his notification of his appointment decision: 1- Publish the summary of the decision issued to open the preventive composition procedures in two widespread local daily newspapers, one of them issued in Arabic and the other in English, provided that the publication includes an invitation to the creditors to submit their claims and the supporting documents and hand them over within a period not exceeding (20) twenty working days from the date of publication. 2- Notify all the creditors with known addresses to be provided with the claims and documents within (20) twenty working days from the publication of the summary of the decision of opening the preventive composition procedures. Article 36 1- All the creditors shall hand over to the trustee, within the time period set forth in Article (35) of this Decree-Law, their debt documents accompanied with the statement of these debts and their guarantees, if any, their due dates and amounts denominated in the national currency based on the exchange rate prevailing on the day of issuance of the decision of opening the procedures. 2- The trustee may request the creditor who submitted his claims, to submit clarifications on the debt, complete his documents or determine the amount or features thereof. He may also request that any of the claims be authenticated by the creditor's auditor or accountant. Article 37 1- The trustee shall prepare, after expiry of the period specified in Article (35) of this Decree-Law, a list of the names of creditors who submitted their claims to him, the amount of each debt apart, the supporting documents, the guarantees securing the same, if any and his view concerning its acceptance, amendment or rejection and his suggestions on the method of payment, if possible. The trustee shall deposit this list at the Court within (10) ten working days from the date of expiry of the period set forth in Article (35) of this Decree-Law. This period may be extended once, if necessary, for a similar period by a decision from the Court. 2- The trustee shall, within three (3) working days following the deposit set forth in Clause (1) of this Article, publish the list of debts and statement of amounts deemed to be accepted of each debt, in two widespread local daily newspapers, one of them issued in Arabic and the other in English. Article 38 1- The debtor and every creditor, whether his name was stated in the list of debts or not, may object to the list within (7) seven working days from the date of publication of the list in the newspapers. This shall not entail the suspension of the procedures of preventive composition. 2- The Court shall decide on the filed objection according to the provisions of Clause (1) of this Article within (10) ten working days from the date of filing thereof. 3- The decision issued by the Court may be appealed before the competent Court of Appeal within (5) five working days from the date of issuance of the decision. The appeal shall not entail the suspension of the preventive composition procedures. The decision issued in the appeal shall be considered final. 4- The Court may, before deciding on the appeal, accept the debt temporarily with an amount estimated by it and shall notify the trustee of the same. 5- The debt shall not be accepted temporarily if a penal case was filed in its regard. 6- If the objection was related to the debt guarantees, it shall be accepted temporarily as an ordinary debt. 7- The share of the accepted debt temporarily shall be saved from the proceeds of sale of the guaranteeing money. Upon distribution to the creditors in conformity with the provisions of this DecreeLaw and if the Court decides not to acknowledge the debt accepted temporarily or in case it was decreased, the saved share shall be returned according to its rate to the public guarantee of the creditors. 8- The Court shall approve the list of names of the creditors whose debts were accepted temporarily or permanently. Article 39 1- The creditor who did not submit his debt documents within the period specified in Article (35) of this Decree-Law may not participate in the preventive composition procedures, unless this was due to acceptable reasons at the discretion of the trustee or the Court. The creditors whose debts were not accepted permanently may not also participate in the preventive composition procedures. 2- Notwithstanding the provisions of Clause (1) of this Article, for acceptable reasons, the creditor who did not submit his debt documents within the deadline specified in Article (35) of this Decree-Law, may submit such documents to the trustee for acceptance of the supporting documents of his debt and participation in the procedures. The consent of the trustee on the same shall be approved by the Court. In case of rejection or non-response of the trustee within (3) three working days, the creditor may apply to the Court for the acceptance of the supporting documents of his debt. The Court shall review the application promptly after consultation with the trustee and shall issue its decision within (7) seven working days from the date of submittal of application. If the Court orders the acceptance of the debt, it shall assign the trustee to submit a report on the impact of the new debt on the draft plan and to submit the result to the Court for ratification. In all events, the procedures set forth in this Clause shall not suspend the preventive composition procedures. CHAPTER 9 PREVENTIVE COMPOSITION PLAN Article 40 1- The debtor shall assist the trustee in the preparation of the draft preventive composition plan and shall submit it to the Court within (45) forty-five working days from the date of publication of the decision of opening the preventive composition procedures. The Court may, at the request of the debtor or trustee, extend it for one or more periods of which the total does not exceed (20) twenty working days, provided that he submits to the Court periodic reports on the progress of preparation of the draft plan every (10) ten working days. 2- The draft preventive composition plan shall include the following: a- Probability that the debtor’s business achieves profits again. b- The debtor's activities that should be suspended or terminated. c- Terms and conditions of the settlement of any obligations. d- Any performance guarantees required to be submitted by the debtor, if any. e- Any offer to purchase all or part of the debtor's assets, if any. f- Grace periods and payment discounts. g- Possibility of conversion of debt to capital shares in any project. h- Any offer for the unification, establishment, sale or replacement of any guarantees, if necessary, for the implementation of the draft plan. i- Period of implementation of the plan, taking into account the provision of Clause (1) of this Article. 3- The trustee may include in the draft preventive composition plan any other matters deemed useful in the implementation of such plan. Article 41 The preventive composition plan shall include a time schedule for the implementation thereof not exceeding (3) three years from the date of ratification of the plan by the Court. It may be extended for a similar period with the consent of the majority of creditors owning two thirds of the unsettled debt according to the plan and any amendments occurring thereto. Article 42 1- The Court shall, within (10) ten working days from the date of submittal of the draft preventive composition plan, review the draft plan to ensure that it takes into account the interest of all parties. It may request the trustee, during this period, to enter any necessary amendments to the draft plan and return it to the Court within a period not exceeding (10) ten working days from the date of notification of the request of the Court, renewable for a similar period and for once by a decision from the Court. 2- If the Court is convinced of the draft plan, it shall request the trustee to address, within (5) five working days, an invitation to the creditors for a meeting to discuss the draft preventive composition plan and vote on the same. The trustee shall provide the creditors whose debts were accepted with a copy of the draft preventive composition plan. The text of Clause (3) of Article (42) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 3- The invitation to the meeting set forth in Clause (2) of this Article shall be made through publication in two widespread local daily newspapers, one of them issued in Arabic and the other in English. The invitation shall state the place and time of the meeting and the Court may, furthermore, decide to assign the trustee to send the invitation to the meeting by all the possible means of communication, including notification by the electronic means. The text of Clause (4) of Article (42) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 4- The meeting shall be held within (15) fifteen working days from the date of publishing the invitation, at the discretion of the Court and commensurate with the interest of the preventive composition procedures. Electronic means may be used to organise the meeting and discuss the plan or vote thereon, so as to facilitate the process for any of the creditors, where such means is commensurate with the procedures, in accordance with the instructions of the Trustee. 5- The Court may decide to invite the creditors to other meetings during the procedures or postpone the date of the creditors’ meeting taking in consideration the number of creditors known thereto and any other circumstances that are important for the meeting. 6- If the debtor is subject to the supervision of a competent supervisory authority, such authority shall be invited to attend the meetings. Article 43 1- The text of Clause (1) of Article (43) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The court may, upon the proposal of a group of creditors or sua sponte, after consulting the Trustee, issue a decision to form a committee or more of the creditors representing different categories thereof, and one committee or more of the holders of ordinary debt, and one committee or more of the holders of debts secured by a mortgage, and one committee or more of the holders of preferential rights. The Court may also form one committee or more of the holders of bonds and Sukuk for the purpose of discussing the preventive composition plan and suggesting amendments thereto during the meetings held as per Article (42) of this Decree-Law. 2- Each committee may choose to have a representative thereof from among the creditors or the legal or financial consultants and determine the matters to be delegated thereto according to the provisions of this Decree-Law. The correspondence related to the meeting shall be notified to the representative of every committee and such committee shall be liable, afterwards, for communicating such procedures to the creditors affiliated thereto. 3- The Court may, based on the suggestion of the trustee, restrict the powers of the selected representative or release him from his duty, if it finds that the powers granted to him are wide and detrimental to the interests of the creditors. 4- The Court may reform any of the committees set forth in Clause (1) of this Article in case it finds it necessary. Article 44 1- The trustee and the debtor shall explain the terms of the preventive composition plan during the meetings held for the discussion of the plan. 2- Any creditor may suggest, during the meetings held to vote on the draft preventive composition plan, to introduce any amendments thereto. The Committee before which the amendment is suggested, and any other committee that is affected with the suggested amendment, may express its views on such amendments. 3- The Court may invite the creditors for additional meetings to consider the suggested amendments and may decide to allow or reject any of the suggested amendments, in preparation for the ratification of the draft preventive composition plan according to the provisions of Article (49) of this Decree-Law. Article 45 1- The text of Clause (1) of Article (45) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The right to vote on the draft preventive composition plan shall be limited to the ordinary creditors and holders of preferential rights whose debts were accepted permanently. 2- Notwithstanding the provisions of Clause (1) of this Article, the Court may authorise the creditors whose debts were accepted temporarily to vote on the draft preventive composition plan upon the suggestion of the trustee. The Court shall determine, in its decision, the conditions and limits of granting such authorisation. Article 46 1- The text of Clause (1) of Article (46) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The court may authorise a creditor whose debt is secured by a mortgage to vote on the preventive composition plan for the value of its secured debt, without this prejudicing the security interest, in the event that the plan affects its secured rights The creditors whose debts are secured by a mortgage may not vote on the preventive composition plan in other than these cases, unless they waive such guarantees in advance. The waiver shall be proved in the minutes of the session. 2- The text of Clause (2) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The participation of the creditor whose debt is secured by a mortgage in the vote on the preventive composition plan, without being authorised by the Court to this effect or without being authorised to waive his guarantees, shall be considered as waiver of such guarantee. 3- The waiver of the guarantee shall not be considered final unless the preventive composition plan was ratified. If the preventive composition becomes invalid, the guarantee covered by the waiver shall be returned. Article 47 1- The text of Clause (1) of Article (47) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The draft preventive composition plan shall be approved with the consent of the majority of creditors whose debts were accepted permanently and those whose debts were accepted temporarily and allowed to vote, provided that this majority holds at least two thirds of the total accepted debts. 2- If none of both majorities referred to in Clause (1) of this Article was achieved, the meeting shall be postponed for a period of (7) seven working days. 3- If none of both majorities was achieved after extension according to Clause (2) of this Article, this shall be considered as a rejection of the preventive composition plan. 4- The creditors who attended the first meeting or who were represented therein and voted for the approval of the preventive composition plan may not attend the second meeting. In such event, their approval of the preventive composition plan in the first meeting shall remain valid, effective and complementary to the quorum in the second meeting, unless they attended this meeting and they changed their previous approval or a change was made to the preventive composition plan. 5- Minutes shall be prepared on the meeting held for voting on the draft preventive composition plan, signed by the trustee, debtor and creditors present who are allowed to vote. In case one of them refuses to sign, his name shall be stated in the minutes along with the reason of refusal. 6- All the creditors who participated in the vote on the draft preventive composition plan shall provide the trustee with the elected domiciles for notification, including the electronic addresses. The notification made in the electronic method shall be considered legally effective concerning all subsequent procedures. 7- The terms of the plan shall also apply to the creditors who voted against it. Article 48 The co-debtors or the debtor’s guarantors shall not benefit from the preventive composition. However, if the preventive composition was concluded with a company, the partners who are liable in all their assets for the debts thereof shall benefit from its conditions unless the preventive composition stipulates otherwise. CHAPTER 10 RATIFICATION AND IMPLEMENTATION OF THE PREVENTIVE COMPOSITION PLAN Article 49 1- The trustee shall, within (3) three working days from the date of the meeting during which the preventive composition plan was approved by the required majority of votes, submit the draft plan to the Court so that it issues its decision of approval or rejection thereof. 2- Any creditor whose debt was accepted and did not approve the plan upon voting thereon, may file an objection to the draft submitted to the Court within (3) three working days from the date of expiry of the period set forth in Clause (1) of this Article. The Court shall decide on the submitted objection within (5) five working days from the date of filing the objection and its decision in this regard shall be considered final. 3- The Court shall issue its decision of ratification of the preventive composition plan on an urgent basis after verifying all the conditions. It may decide to reduce the periods of settlement of the entitlements of the creditor who accepts to reduce his debt in a way achieving the interests of the preventive composition procedures and its decision shall be binding to all creditors. 4- The Court shall verify that the preventive composition plan ensures that all the creditors affected by the plan will obtain not less than what they would have obtained if the debtor’s assets were liquidated on the date of voting on the plan, according to the Court’s estimation of these assets. 5- The text of Clause (5) of Article (49) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The preventive composition plan shall not affect the right of priority prescribed for the holders of debts secured by a mortgage or holders of preferential rights as set forth in this Decree-Law. Article 50 1- If the Court rejects to ratify the preventive composition plan, it may return it to the trustee for amendment within (10) ten working days from the date of rejection and submit it for ratification or decide to start the procedures of adjudication of bankruptcy according to the provisions of this DecreeLaw. 2- The debtor, or any of the creditors whose debts were accepted permanently, may file a grievance to the Court on the decision of the latter rejecting the ratification of the plan or amending the same. The Court shall decide on the grievance within (10) ten working days from the date of filing it and the decision thereof shall be deemed final. Article 51 1- The debtor may offer his creditors an alternative guarantee that is equivalent to the existing guarantee. In case they do not accept this offer, the Court may decide to replace the guarantee if it finds that the alternative guarantee is not lower in value than the existing guarantee and does not damage the interest of the creditor to whom the alternative guarantee was offered. 2- The decision issued by the Court may be appealed before the competent Court of Appeal within (5) five working days from the date of issuance of the decision. The appeal shall not entail the suspension of the preventive composition procedures and the decision issued in the appeal shall be considered final. Article 52 1- The trustee shall ensure that the sale of any of the debtor’s assets to be sold according to the preventive composition plan will be made at the best price that may be obtained under the current conditions of the market on the date of sale. The trustee shall deposit a part of the sale proceeds representing the value of the sold guaranteed claims, and that in the banking account established by the Court. 2- Upon mere ratification of the preventive composition plan, the trustee shall pay to the creditors whose debts are secured with the assets sold according to Clause (1) of this Article, from the sale proceeds of these assets according to their priorities. Article 53 1- If the Court finds that some of the debtor’s assets are essential for the continuity of his business, it may decide to prohibit disposing of such assets without its consent, and that for a specified period not exceeding the period of the preventive composition plan. In case the assets are subject to guarantee, the Court may replace the guarantee according to the provisions of this Decree-Law. 2- Every interested party may apply to the Court for the invalidity of any disposition occurring in violation to the provisions of Clause (1) of this Article, within a period of (3) three years from the date of issuance of the Court's decision or from the date of ratification of the preventive composition plan, whichever is later. Article 54 The trustee shall, within (7) seven working days from the date of ratification of the Court on the preventive composition plan, register the Court's decision to ratify the plan in the Commercial Register or Professional Register, as appropriate, and shall publish it in two widespread daily newspapers, one of them issued in Arabic and the other in English, provided that it includes a summary of the most important conditions of preventive composition, the debtor’s name, place of residence and number of registration in the Commercial Register or Professional Register, as appropriate, and the date of the decision ratifying the plan. Article 55 1- The trustee shall oversee the preventive composition plan throughout the period of implementation thereof. 2- The trustee shall: a- Monitor the progress of the plan and notify the Court of any failure to implement the same. b- Provide the Court with a report on the progress of implementation of the plan every three months and every creditor shall have the right to obtain a copy of the report. 3- If the trustee finds it necessary to introduce amendments to the preventive composition plan during the implementation thereof and such amendments would make changes to the rights or obligations of any party thereof, he shall ask the Court to approve these amendments. The Court shall, before deciding on the application, notify all the parties who participated in the vote on the plan and any creditor deemed necessary to be notified, within (5) five working days from the date of application of the trustee, to make any remarks on the required amendments, within (10) ten working days from the date of notification. The Court may issue a decision to approve or reject the whole amendment or a part thereof. Article 56 Upon fulfilling all the obligations set forth in the preventive composition plan, the Court shall, at the request of the trustee, debtor or any interested party, issue a decision to complete the implementation of the preventive composition plan. Such decision shall be published in two widespread local daily newspapers, one of them issued in Arabic and the other in English. Article 57 In the event of death of the debtor after issuance of the decision of opening, his heirs or their representatives may replace the debtor in completing the preventive composition procedures. CHAPTER 11 NULLIFICATION AND ANNULMENT Article 58 If the investigation starts with the debtor in one of the crimes set forth in Title 6 of this Decree-Law or if a criminal case was filed against the debtor in these crimes after ratification of the preventive composition plan, the Court that ruled the ratification may decide, at the request of any interested party, to take measures for the preservation of the debtor’s assets. Such measures shall be cancelled if it was decided to dismiss the investigation or rule the innocence of the debtor. Article 59 1- Every interested party may apply for the nullification of the preventive composition procedures within (6) six months from the date of the commencement of investigation set forth in Article (58) of this Decree-Law, otherwise the application shall be unacceptable. In all cases, the application for the nullification of the preventive composition procedures shall not be accepted if it was submitted after the lapse of two years from the date of issuance of the decision ratifying the preventive composition plan. 2- The procedures of preventive composition shall be nullified if, after ratification of the plan, a judgment was issued to convict the debtor of one of the crimes set forth in Title 6 of this Decree-Law, unless the Court decides otherwise in order to protect the interest of the creditors. 3- The nullification of the preventive composition procedures shall entail the quittance of the bona fide guarantor who guaranteed the implementation of all or some of the terms of the plan. Article 60 1- Any creditor may request the Court that ratified the preventive composition plan to annul the plan if the debtor does not implement its terms or if the debtor dies and it turns out that it is impossible to implement such terms for any reason whatsoever. 2- The annulment of the preventive composition plan shall not entail the the quittance of the guarantor that guaranteed the implementation of the terms thereof and he shall be summoned to attend the session where the request of annulment will be considered. Article 61 The Court may include in its judgment rendered in the nullification of the preventive composition procedures or annulment of the preventive composition plan, the placement of seals on the debtor’s assets except for the assets that may not be seized by law and the subsidy decided for the debtor and his dependents. It shall also assign the trustee, within (5) five working days from the date of issuance of the judgment of nullification or annulment, to publish the summary of this judgment in two widespread local daily newspapers, one of them issued in Arabic and the other in English. The trustee shall conduct a supplementary inventory-taking of the debtor’s assets. Article 62 The acts carried out by the debtor after issuance of the decision of ratification of the preventive composition plan and before nullification of the procedures or annulment of the preventive composition plan, shall be effective against the creditors and they may not request their invalidity unless according to the rules set forth in the Civil Transactions Law concerning the actions of invalidity of the act. This lawsuit shall not be heard after expiry of two years from the date of nullification of the preventive composition procedures or annulment of the preventive composition plan. Article 63 The nullification of the preventive composition procedures or annulment of the plan shall not compel the bona fide creditors to return the amount collected before judgment of nullification or annulment. Such amounts shall be deducted from their debts. CHAPTER 12 JUDGMENT OF TERMINATION OF THE PREVENTIVE COMPOSITION PROCEDURES AND CONVERSION OF THE PROCEDURES TO THE ADJUDICATION OF THE DEBTOR'S BANKRUPTCY AND LIQUIDATION OF HIS ASSETS Article 64 The Court shall issue a ruling to terminate the preventive composition procedures, adjudicate the debtor’s bankruptcy and liquidate his assets, according to the provisions of Chapter 12 of Title 4 of this Decree-Law, upon ruling the nullification of the preventive composition procedures or annulment of the preventive composition plan according to the provisions of this Chapter. Article 65 The Court may decide, sua sponte or at the request of an interested party, to terminate the preventive composition procedures and convert such procedures to the adjudication of the debtor’s bankruptcy according to the provisions of Title 4 of this Decree-Law, in the following cases: 1- If it was proved that the debtor ceased the payment for a period exceeding (30) thirty consecutive working days as a result of his difficult financial position or in case of insolvency on the date of opening the preventive composition procedures, or in case this matter appeared to the Court during the implementation of the preventive composition plan. 2- If it was impossible to apply the preventive composition plan and the termination of the preventive composition procedures would entail the cessation of payment for a period exceeding (30) thirty consecutive working days as a result of his difficult financial position or insolvency. Article 66 In case the Court decides to terminate the preventive composition procedures, adjudicate the debtor’s bankruptcy and liquidate his assets according to the provisions of Article (64) of this Decree-Law, or to convert the preventive composition procedures according to the provisions of Article (65) of this Decree-Law, the following measures shall be taken: 1- The appointment of the composition trustee shall be terminated unless the Court decides that he shall continue to act as a trustee in bankruptcy and liquidation of assets according to Articles (82) and (162) of this Decree-Law. 2- The Court that decided to terminate the preventive composition procedures according to the Articles (64) and (65) of this Decree-Law shall continue to consider the procedures of adjudication of the debtor’s bankruptcy and liquidation of his assets. TITLE 4 BANKRUPTCY Article 67 The procedures stated in this Title shall regulate the following: 1- Restructuring of the debtor, if possible, by helping the latter to implement the plan of restructuring of his business. 2- Adjudication of the debtor’s bankruptcy and conducting a fair liquidation of his assets to meet his obligations. CHAPTER 1 APPLICATION TO OPEN THE BANKRUPTCY PROCEDURES Article 68 1- The debtor shall apply to the Court to open the procedures according to the provisions of this Title if he ceases the payment of his debts on their due dates for a period exceeding (30) thirty consecutive working days as a result of his difficult financial position or in case of his insolvency. 2- If the debtor is subject to a competent supervisory authority, he shall notify this authority in writing of his wish to submit the application set forth in Clause (1) of this Article, (15) fifteen working days before the date of submittal of application. The competent supervisory authority may submit any documents or pleas concerning this application to the Court. Article 69 The text of Article (69) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The creditor or the group of creditors with debt of not less than AED (100,000) one hundred thousand may apply to the Court to open the procedures according to the provisions of this Title, if the creditor had already warned the debtor in writing to settle the due debt and the latter did not settle within (30) thirty consecutive working days from the date of his notification thereof. 2- The creditor whose debt is secured by a mortgage shall submit an application in accordance with clause (1) of this Article, if the amount claimed is part of the difference in the value of the secured debt due, and the value of the guarantee does not cover the entire value of the debt secured by a mortgage when conducting the procedures. 3- The Council of Ministers may, upon the recommendation of the Minister, issue a decision to amend the amount of the debt referred to in Clause (1) of this Article. Article 70 If any of the creditors withdraws his request of payment of a due instalment before opening the procedures, the debtor shall not be considered, in this event, in the situation of cessation of payment concerning such due instalment. Article 71 If the debtor is subject to a competent supervisory authority, the application may be submitted to the Court according to the provisions of this Title by said authority, provided that the latter submits a proof that the debtor is insolvent. Article 72 The Public Prosecution may, for public interest requirements, request the Court to open the procedures according to the provisions of this Title, provided that it proves that the debtor is insolvent. Article 73 The text of Article (73) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The application shall be submitted by the debtor or the competent supervisory authority to the Court stating the reasons therefor. 2- The debtor may specify whether the application is for the purpose of restructuring, or for the purpose of adjudicating bankruptcy and liquidation. Also, he shall mention the justifications on which the application is based. 3- The application shall be enclosed with the following documents: a- A memorandum containing a brief description of the economic and financial situation of the debtor and information on his assets in addition to detailed data on his employees. b- A certified copy of the commercial, industrial or professional licence of the debtor, his commercial register issued by the competent authority at the Emirate. c- A copy of the commercial books or financial statements related to the debtor's business for the fiscal year preceding the submittal of the application. d- A report containing the following: 1- The debtor's cash flow forecasts and the profits and losses expectations for the period of twelve months following the submittal of the application. 2- A statement of the names of the known creditors and debtors, their addresses, the amount of their rights or debts and the guarantees offered in return, if any. 3- A detailed statement on the debtor’s movable and immovable properties, the approximate value of each of these properties on the date of submittal of the application, and statement of any guarantees or rights entailed to others. e- Designation of a trustee nominated by the debtor to take actions according to the provisions of this Decree-Law. f- If the applicant is a company, the application shall be enclosed with a copy of the decision of the competent entity at the company authorising the applicant to submit an application to open the procedures, a copy of the company's incorporation documents and any amendments occurring thereto and deposited at the competent authority in the Emirate. g- Any other documents supporting the application. h- A report issued by the competent authority on the credit information at the State. 4- If the applicant was not able to submit any of the data or documents required according to the provisions of Clause (3) of this Article, he shall state the reasons therefor in his application. 5- If the Court finds that the submitted documents are not sufficient to decide upon the application, it may grant the applicant thereof an extra period in order to provide it with any additional data or documents in support of his application. Article 74 The text of Article (74) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The application shall be submitted by the creditor to the Court, enclosed with the following documents: a- A copy of the warning referred to in Clause (1) of Article (69) of this Decree-Law. b- Any debt-related data including the amount of debt and any available guarantees. c- Designation of a trustee nominated by the creditor to take actions according to the provisions of this Decree-Law. 2- The creditor may specify whether the application is for the purpose of restructuring or for the purpose of adjudicating bankruptcy and liquidation. Also, he shall mention the justifications on which the application is based. Article 75 1- If the debtor is a company, the application may be submitted even if the company was in liquidation or was terminated by a court decision but its corporate personality continues to exist. 2- The submittal of the application to open the procedures, as per paragraph (1) of this Article, shall lead to the suspension of settlement of any application aiming at liquidating the company or placing it under receivership. Article 76 With the exception of the applications submitted by the Public Prosecution, the applicant shall deposit at the Court’s treasury an amount of money or bank guarantee not exceeding AED 20,000(twenty thousand), in the manner and on the date decided by the Court to cover the expenses and costs of the initial actions for the settlement of the application. However, the Court may postpone the deposit of the above-mentioned amount or guarantee if the debtor applicant does not have sufficient liquidity for deposit on the date of submittal of the application. CHAPTER 2 SETTLEMENT OF THE APPLICATION Article 77 1- The Court may decide to appoint any of the experts registered in the roster of experts or any expert from outside the roster should it fail to find an expert with the experience required, in order to assist it in the assessment of the debtor’s position. The Court shall determine in the same decision the tasks and fees of such expert as well as the period during which he shall submit the report, provided that this period does not exceed (10) ten working days from the date of his appointment. 2- The appointed expert shall prepare a report on the financial position of the debtor within the period specified by the Court, provided that his opinion includes a statement on the possibility of restructuring for the debtor and if his assets are sufficient or not to cover the restructuring costs. Article 78 The text of Article (78) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The Court shall decide on the approval of application without litigation within a period not exceeding (5) five working days from the date of submittal of the application that meets the conditions or from the date of deposit of the expert’s report, as appropriate. 2- If the Court approves the application, it shall decide to open the procedures if it finds that the necessary conditions are met according to the provisions of this Title. 3- The Court may specify in its decision that it has approved the possibility to restructure the debtor’s business directly and start preparing the restructuring plan based on the application submitted by the debtor, the supervisory authority or the creditor according to Clause (2) of Article (73) and Clause (2) of Article (74) of this Decree-Law. Article 79 The text of Article (79) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The Court shall rule to reject the application if the documents and statements set forth in Articles (73) and (74) of this Decree-Law were not submitted, or were missing without justification, unless the Court decides to accept the application according to the conditions it deems appropriate as per the interest of both the debtor and the creditors. Article 80 1- The Court may summon any person in possession of information related to the application. The said person shall provide the Court with any reasonable information it may request. 2- The Court may decide the joinder of any physical or legal person in the procedures set forth in this Title as per conditions that provide adequate and sufficient protection to the creditors if the assets of such person overlap with the debtor’s assets in a way that is hard to desaggregate, or in case the Court considers that it shall not be practical nor feasible in terms of the cost, to open separate procedures concerning such persons. 3- The decision issued by the Court may be appealed before the competent Court of Appeal. The appeal shall not entail the suspension of the procedures and the decision issued in the appeal shall be considered final. Article 81 1- The Court studying the application may decide, at the request of any interested party or sua sponte, to take the necessary measures to preserve or manage the debtor’s assets, including placing seals on the headquarters of the debtor until the application is settled. 2- The Court may decide the continuing validity of such measures or decide to take additional precautionary measures. CHAPTER 3 APPOINTMENT OF THE TRUSTEE AND INSPECTOR Article 82 1- The text of Clause (1) of Article (82) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: If the Court decides to accept the application submitted according to the provisions of this Title, it shall appoint in its decision a trustee from among the experts nominated according to Clause (1/e) of Article (73) or Clause (1/c) of Article (74) of this Decree-Law, or from among the physical or legal experts registered in the roster of expert or from outside the roster if the Court does not find a person with the experience required. 2- The text of Clause (2) of Article (82) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The Court may, sua sponte or at the request of the debtor, a creditor, or the inspector, appoint more than one trustee, provided that they do not exceed three trustees at once. 3- If more than one trustee are appointed, they shall perform their duties in a joint manner and the decisions shall be taken by majority. In case of a tie, the matter shall be referred to the Court for weighting purposes. The Court may divide the tasks among the appointed trustees and specify their modus operandi, whether jointly or severally. 4- If the Court appoints a legal person as a trustee, he shall designate one or more representatives to carry out the tasks of the trustee, provided that such representative is registered in the roster of experts according to the provisions of this Decree-Law. 5- The Court may decide to continue the appointment of the preventive composition trustee to undertake the functions of trustee according to the provisions of this Title and may appoint other trustees or dismiss any of them according to the provisions of this Title. 6- The Court shall notify the trustee of the decision issued concerning his appointment not later than the day following the issuance of the decision. 7- The debtor or any of the creditors may appeal the decision of the Court on the appointment of the trustee, within (5) five working days from the date of publication made according to the provisions of Article (88) of this Decree-Law before the competent Court that issues its decision on the appeal within (5) five working days without pleading. Its decision in this regard shall be final and the appeal shall not suspend any of the procedures set forth in this Title. Article 83 The trustee appointed according to the provisions of this Title may submit to the Court any application that would assist him in the performance of his functions as required. This shall include, for example, the application for the appointment and delegation of one or more experts registered in the roster of experts, to help him in any of the matters falling within his competence. The expert may be appointed from outside the roster of experts, when necessary, based on the Court's consent. The Court shall determine the task and fees of the expert upon the recommendation of the trustee. Article 84 The trustees or experts shall not be appointed from among the following: 1- The debtor's creditors. 2- The debtor's spouse, in-law or any of his relatives up to the fourth degree. 3- Any person sentenced by a final judgment in a felony or misdemeanour of theft, embezzlement, fraud in commercial transactions, breach of trust, deceit, forgery, perjury or any of the crimes set forth in this Decree-Law, bribery or any offence affecting the national economy even if he was rehabilitated. 4- Any person who was the debtor’s partner, employee, auditor or agent within the two years preceding the opening of the procedures. Article 85 1- Any trustee and expert appointed according to the provisions of this Title shall collect their fees for the tasks carried out by them and shall receive the expenses incurred thereby from the debtor’s assets known to the Court. A decision may be issued by the Court to pay an amount of these fees and expenses in advance. 2- If the debtor does not have any known assets or such assets are not sufficient to settle these fees and expenses, the trustee or expert may apply to the President of the Court to pay his entitlements from the Court's Treasury. Should any entitlements be paid from the Court's Treasury, the amounts paid shall be redeemed in priority over all creditors, from the first amounts included in the debtor’s assets. 3- Every concerned person may file a grievance to the Court concerning the estimation of the fees and expenses of the appointed trustee or expert according to the provisions of this Title. The filing of the grievance shall not entail the suspension of procedures. The Court shall decide on the grievance within (5) five working days from the date of filing it and its decision in this regard shall be deemed final. Article 86 1- The Court may, at any time, replace the appointed trustee or expert according to the provisions of this Title, and appoint additional trustees or experts as required. The debtor shall have the right to request the Court to replace the trustee or expert if it was proved that the continuation of their appointment may be detrimental to the interests of the creditors. Such request shall not entail the suspension of procedures and any substitute trustee or expert shall be appointed in the same manner followed for their appointment according to the provisions of this Decree-Law. The substituted trustee shall cooperate to the extent necessary to enable the substitute to perform his tasks. 2- The trustee may request the Court to release him from his tasks and the Court may accept said request and appoint a substitute thereof. It may determine for the trustee whose request was accepted; the fees of the services rendered by him. Article 87 The Court shall appoint inspectors whose appointment and tasks shall be determined as per the provisions of Title 3 of this Decree-Law. CHAPTER 4 PREPARATION OF THE LIST OF CREDITORS Article 88 1- The Court shall notify the trustee of the decision of his appointment within a period not exceeding the day following the issuance of the decision. It shall provide the trustee, upon his appointment, of all the information available to it on the debtor. 2- The trustee shall, within (5) five working days from the date of his notification of his appointment decision: a- Publish the summary of the decision issued to open the procedures in two widespread local daily newspapers, one of them issued in Arabic and the other in English, provided that the publication includes an invitation to the creditors to submit their claims and the supporting documents and hand them over within a period not exceeding (20) twenty working days from the date of publication. b- Notify all the creditors whose addresses are known to him to provide him with the claims and documents within (20) twenty working days from the publication of the summary of the decision of opening the procedures. 3- The debtor shall provide the trustee with any additional details not notified to the Court, whether on his creditors or the amounts of debts, the details of any contracts under implementation and any pending or current judicial proceedings where the debtor is a party, within the time period specified by the trustee. Article 89 The text of Article (89) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The trustee shall prepare a record stating all the debtor's creditors known to him and shall submit an updated version of the content of such record to the Court. 2- The trustee shall state the following in the record: a- The address of every creditor, the claimed amount and the due date. b- Determination of the creditors, owners of the debts secured by a mortgage and holders of preferential rights, with the details of the guarantees prescribed for the same as well as the estimated value of these guarantees in case of execution against them. c- Any set-off request submitted according to the provisions of Chapter 5 of Title 5 of this Decree-Law. d- Any other data deemed necessary by the trustee for the performance of his tasks. Article 90 1- The trustee may request any data or information related to the debtor’s assets or business from any person that may have such information. 2- Every person having information on the debtor’s assets or business shall give the trustee the necessary reasonable information required by him, including any documents and accounting books related to the debtor. The trustee shall maintain the confidentiality of any information related to the debtor if the disclosure thereof would be detrimental to the value of the debtor’s assets. He shall not reveal the same outside the framework of the restructuring procedures. 3- If such person refuses to cooperate with the trustee to provide the latter with the required information, the trustee may refer the matter to the Court to determine the amount of information that may be requested and that shall be provided to the trustee. Article 91 1- The text of Clause (1) of Article (91) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: All the creditors, even if their debts are not due, are secured by a mortgage or privileged, or are not evidenced by final judgments, shall provide the trustee, within the time limit decided in the invitation addressed to them according to the provisions of Article (88) of this Decree-Law, their debt documents accompanied with a statement of these debts and their guarantees, if any, their due dates and amounts denominated in the national currency based on the exchange rate prevailing on the date of issuance of the decision. 2- The trustee may request the creditor who submitted his claims, to submit clarifications on the debt, complete his documents or determine the amount or specifications thereof. He may also request ratification that any of the claims be authenticated by the creditor's auditor or accountant. Article 92 The creditor who received an advance payment for his claim from the debt guarantors, shall deduct such payment from any claim submitted to the trustee. Any of the debtor's guarantors may submit his claims to the trustee within the limits of the amount settled for the fulfilment of the debtor's debt. Article 93 1- The trustee shall, after expiry of the period set forth in Article (88) of this Decree-Law, prepare a list of the names of the creditors who submitted their claims, the amount of each debt apart, the supporting documents and the guarantees included therein, if any, as well as his view concerning its acceptance, amendment or rejection and his suggestions on the method of settlement thereof if necessary. He shall deposit this list at the Court within (10) ten working days from the date of expiry of the period specified for the submittal of the creditors’ claims. This period may be extended, when necessary, for a similar period and for once by a Court decision. 2- The trustee shall, within three (3) working days following the deposit, publish the list of debts and statement of amounts deemed to be accepted of each debt, in two widespread local daily newspapers, one of them issued in Arabic and the other in English. 3- The debts due to the Government because of taxes or fees of all types shall be considered accepted debts without the need for the trustee's auditing. Article 94 1- The debtor and each creditor, whether or not his name was stated in the list of debts, may file a grievance before the Court against the claims stated therein within (7) seven working days from the date of publication of the list in the newspapers. 2- The Court shall decide on the grievance according to the provisions of Clause (1) of this Article within (10) ten working days from the date of filing it. 3- The decision issued by the Court may be appealed before the competent Court of Appeal. The appeal shall not entail the suspension of the procedures and the decision issued in the appeal shall be considered final. 4- The Court may, before deciding on the appeal, accept the debt temporarily in an amount estimated thereby, and shall notify the trustee thereof. 5- The debt shall not be accepted temporarily if a penal case was filed in its regard. 6- If the grievance was related to the debt guarantees, it shall be accepted temporarily as an ordinary debt. 7- The share of the debt accepted temporarily shall be maintained from the proceeds of sale of the debtor’s assets. Upon distribution to the creditors in conformity with the provisions of this Decree-Law, and if the Court decides not to acknowledge the debt accepted temporarily or in case it was decreased, the share maintained shall be returned in proportion to its ratio to the joint guarantee of the creditors. 8- The Court shall approve the list of names of the creditors whose debts were accepted temporarily or permanently. Article 95 The creditor who did not submit his debt documents within the deadline specified in Article (88) of this Decree-Law, may submit the same to the trustee to accept the supporting documents of his debt and participate in the procedures for acceptable reasons. The consent of the trustee on the same shall be approved by the Court. In case of rejection or non-response of the trustee within (3) three working days, the creditor may apply to the Court for the acceptance of the supporting documents of his debt. The Court shall review the application promptly after consultation with the trustee and shall issue its decision within (7) seven working days from the date of submitting the application... If the Court orders the acceptance of the debt, it shall assign the trustee to submit a report on the impact of the new debt on the draft plan and to submit the result to the Court for ratification. In all events, the procedures set forth in this Clause shall not suspend the procedures of restructuring, adjudication of bankruptcy and liquidation of assets, as the case may be. CHAPTER 5 REPORT OF THE TRUSTEE Article 96 The trustee shall prepare a report on the debtor’s business and submit a copy thereof to the Court within the time limit specified by said Court, as per the following: 1- His assessment of the possibility of restructuring the debtor's business unless it is necessary to submit a restructuring plan to the debtor's creditors, in which case, the report shall be enclosed with an attestation showing the debtor's readiness to continue to run his business. 2- His assessment of the possibility of selling the debtor's business in whole or in part on the basis of “a current and running business”, in case of adjudication of the debtor’s bankruptcy and liquidation of his assets. Article 97 1- The Court shall review the trustee's report within (10) ten working days from the date of submittal thereof to verify that it includes all the claims. 2- The period set forth in Clause (1) of this Article shall be interrupted if the Court requests the trustee, within this period, to make any necessary amendments to the report. The trustee shall apply such amendments within a period not exceeding (10) ten working days from the date of receiving notification of the Court's request, renewable for a similar period by a Court's decision and for once. 3- The trustee shall provide the creditors whose debts where accepted permanently or temporarily, with a copy of the report within (3) three working days from the date of expiry of the period set forth in Clause (2) of this Article, so that they express their observations on the report. CHAPTER 6 SETTLEMENT OF THE REPORT Article 98 1- The Court shall assign the trustee to invite the debtor and creditors whose debts were accepted permanently or temporarily and any inspector appointed to attend one or more sessions for the examination of the report within the (10) ten working days following the period set forth in Clause (3) of Article (97) of this Decree-Law. 2- The invitation shall be made through publication in two widespread local daily newspapers, one of them issued in Arabic and the other in English. The Court may, furthermore, assign the trustee to send the invitation by all the possible means of communication. 3- The text of Clause (3) of Article (98) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The court may decide to: a- Commence the restructuring procedures and assign the trustee to prepare the restructuring plan of the debtor's business according to Chapter 7 of this Title; or b- Reject the application submitted in accordance with the provisions of this Title, and in this case, it may rule the adjudication of the debtor's bankruptcy and liquidation of his assets according to the provisions of Chapter 12 of this Title. 4- The text of Clause (4) of Article (98) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The Court may not decide to prepare the restructuring plan of the debtor’s business, unless the debtor has the ability to continue running his business and the Court finds, through the documents and data available thereto, and after hearing the trustee's statements, that there is a possibility for the debtor's business to be profitable again within a reasonable period that is commensurate with the size and nature of his business and the amount of his debt. 5- The trustee shall publish the Court's decision to initiate the procedures within (5) five working days from the date of its issuance in two widespread local daily newspapers, one of them issued in Arabic and the other in English. CHAPTER 7 COMMENCEMENT OF THE RESTRUCTURING PROCEDURES Article 99 If the Court issues a decision to initiate the restructuring procedures, the appointed trustee shall carry out his tasks and shall start the preparation and development of the plan with the assistance of the debtor, within a period not exceeding (3) three months from the date of the decision. The Court may extend this period upon the trustee's request for one or several times, provided that the total does not exceed (3) three additional months. Article 100 The trustee shall notify the Court on a regular basis every (21) twenty-one working days at the latest, of the progress of the preparation of the draft restructuring plan. Article 101 1- The trustee shall deposit a copy of the draft restructuring plan at the Court, enclosed with a summary of the restructuring plan stating the probability of acceptance of the draft plan by the debtor's creditors and whether inviting them to meet in order to study the draft plan would be useful. 2- The draft restructuring plan shall include the following: a- Probability that the debtor's business regains its profitability. b- The debtor's activities to be suspended or terminated. c- Terms and conditions of the settlement of any obligations. d- Any performance bonds required to be submitted by the debtor, if any. e- Any offer to purchase all or part of the debtor's business, if any. f- Grace periods and payment discounts. g- Possibility of conversion of debt to capital shares in any project. h- Possibility of unification, establishment, sale or replacement of any guarantees, if necessary for the implementation of the draft plan. i- Suggestion of a period(s) to settle the whole debt. 3- The trustee may include in the draft restructuring plan any other matters deemed useful in the implementation of such plan. Article 102 The restructuring plan shall include a time schedule for the implementation thereof not exceeding (5) five years from the date of ratification of the plan by the Court. It may be extended for a period not exceeding (3) three other years with the consent of the majority of creditors owning two thirds of the unsettled debt according to the plan and any amendments occurring thereto. Article 103 1- The Court shall, within (10) ten working days from the date of submittal of the draft restructuring plan, review the draft plan to ensure that it takes into account the interest of all parties. It may request the trustee, during this period, to enter any necessary amendments to the draft plan and return it to the Court within a period not exceeding (5) five working days from the date of being notified of the request of the Court, renewable for a similar period by a decision from the Court. 2- The Court shall request the trustee, within (5) five working days from the date of submittal of the draft plan or re-submittal thereof, as the case may be, to address, within (5) five working days, an invitation to the creditors for a meeting to discuss the draft restructuring plan and vote on the same. The trustee shall provide the creditors whose debts were accepted with a copy of the draft restructuring plan. 3- The text of Clause (3) of Article (103) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The invitation to the meeting set forth in Clause (2) of this Article shall be made through publication in two widespread local daily newspapers, one of them issued in Arabic and the other in English. The invitation shall state the place and time of the meeting and the Court may, furthermore, decide to assign the trustee to send the invitation to the meeting by all possible means of communication, including notification by the electronic means. 4- The text of Clause (4) of Article (103) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The meeting shall be held within a period of not less than (3) three working days and not more than (15) fifteen working days from the date of publishing the invitation, at the discretion of the Court and commensurate with the interest of the restructuring procedures. Electronic means may be used to organise the meeting and discuss the plan or vote thereon, so as to facilitate the process for any of the creditors, where such means is commensurate with the procedures, in accordance with the instructions of the Trustee. 5- The Court may request the trustee to invite the creditors to other meetings in the same procedures set forth in this Article, taking in consideration the number of creditors known thereto and any other circumstances that are important for the meeting. 6- If the debtor is subject to the supervision of a competent supervisory authority, such authority shall be invited by the Court to attend the meetings. CHAPTER 8 CREDITORS’ COMMITTEES Article 104 1- The text of Clause (1) of Article (104) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The court may, upon the request of a group of creditors or sua sponte, after consulting the Trustee, issue a decision to form a committee or more of the creditors representing different categories thereof, and one committee or more of the holders of ordinary debt, and one committee or more of holders of debts secured by a mortgage, and one committee or more of the holders of privileged debts. The Court may also form one committee or more of the holders of bonds and Sukuk for the purpose of discussing the draft plan and suggesting amendments thereto during the meetings held as per Article (103) of this Decree-Law. 2- The text of Clause (2) of Article (104) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: Each committee may choose a representative thereof from among the creditors or the legal or financial consultants and shall specify the matters delegated thereto according to the provisions of this DecreeLaw, including his authorisation to vote, on behalf of the creditors in that committee, on the restructuring plan. 3- All the correspondences related to the meeting, minutes and procedures shall be communicated to the representative of each committee and such representative shall notify the creditors affiliated thereto. 4- The Court may, based on the suggestion of the trustee, restrict the powers of the selected representative or release him from his duty, if it finds that the powers granted to him are wide and detrimental to the interests of the creditors represented by the committee. 5- The Court may reform any of the committees set forth in Clause (1) of this Article in case it finds it necessary. 6- The committees formed under the provisions of this Article shall be treated equally. Article 105 1- The trustee and the debtor shall explain the terms of the restructuring plan during the meetings held for the discussion of the plan. 2- Any creditor may suggest, during the meetings held to vote on the draft restructuring plan, to introduce any amendments thereto. The Committee before which the amendment is suggested and any other committee that is affected with the suggested amendment, may express its views on these amendments. 3-The Court may invite the creditors who may be affected by the suggested amendments for additional meetings to consider such amendments and may decide to allow or reject any of the suggested amendments, in preparation for the ratification of the draft restructuring plan according to the provisions of Chapter 9 of this Title. Article 106 The text of Article (106) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The right to vote on the draft restructuring plan shall be limited to the ordinary creditors and holders of privileged debts, whose debts were accepted permanently. 2- The court may authorise a creditor whose debt is secured by a mortgage to vote on the preventive composition plan for the value of its secured debt, without this prejudicing the security interest, in the event that the plan affects its secured rights The creditors whose debts are secured by a mortgage may not vote on the preventive composition plan in other than these cases, unless they waive such guarantees in advance. The waiver shall be proved in the minutes of the session. If the plan becomes invalid, the guarantee covered by the waiver shall be returned. 3- Notwithstanding the provisions of Clause (1) of this Article, the Court may authorise the creditors whose debts were accepted temporarily to vote on the draft restructuring plan upon the suggestion of the trustee. The Court shall determine in its decision the conditions and limits of granting such authorisation. Article 107 1- The text of Clause (1) of Article (107) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The draft restructuring plan shall be approved with the consent of the majority of creditors whose debts were accepted permanently and those whose debts were accepted temporarily and allowed to vote, provided that this majority holds at least two thirds of the total accepted debts. 2- If none of both majorities referred to in Clause (1) of this Article was achieved, the meeting shall be postponed for a period of (7) seven working days. 3- If none of both majorities was achieved after extension according to Clause (2) of this Article, this shall be considered as a rejection of the restructuring plan. 4- The creditors who attended the first meeting or who were represented therein and voted for the approval of the restructuring plan may not attend the second meeting. In such event, their approval of the restructuring plan in the first meeting shall remain valid, effective and complementary to the quorum in the second meeting, unless they attended this meeting and they changed their previous approval or a change was made to the restructuring plan. 5- Minutes shall be prepared on the meeting held for voting on the draft restructuring plan, signed by the restructuring trustee, debtor and creditors present who are allowed to vote. In case one of them refuses to sign, his name shall be stated in the minutes along with the reason of refusal. 6- All the creditors who participated in the vote on the draft restructuring plan shall provide the restructuring trustee with the elected domiciles for notification, including the electronic addresses. The notification made in the electronic method shall be considered legally effective concerning all subsequent procedures. 7- The terms of the restructuring plan shall also apply to the creditors who voted against it. CHAPTER 9 RATIFICATION OF THE RESTRUCTURING PLAN Article 108 1- The trustee shall, within (3) three working days from the date of the meeting where the vote was held by the approval of the majority required on the restructuring plan, submit the draft plan to the Court so that the latter issues its decision of ratification or rejection thereof. 2- Any creditor whose debt was accepted and did not approve the plan upon voting thereon, may object to the draft submitted to the Court within (3) three working days from the date of expiry of the period set forth in Clause (1) of this Article. The Court shall decide on the submitted objection within (5) five working days from the date of filing the objection and its decision in this regard shall be considered final. 3- The Court shall issue its decision ratifying the restructuring plan on an urgent basis after verifying all the conditions. It may decide to reduce the periods of settlement of the entitlements of the creditor who accepts to reduce his debt in a way achieving the interests of the restructuring plan and its decision shall be binding to all creditors in the meetings of the creditors’ committee(s). 4- The Court shall verify that the plan ensures that all the creditors affected thereby will obtain not less than what they would have obtained if the debtor’s assets were liquidated on the date of voting on the plan, according to the Court’s estimation of these assets. The text of Clause (5) of Article (108) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 5- The restructuring plan shall not affect the right of priority prescribed for the debts secured by a mortgage or the privileged debts as set forth in this Decree-Law. Article 109 1- If the Court rejects to ratify the restructuring plan, it may return it to the trustee for amendment within (10) ten working days from the date of rejection and submit it for ratification or decide to start the procedures of adjudication of bankruptcy of the debtor and liquidation of his assets according to the provisions of this Decree-Law. 2- The debtor, or any of the creditors whose debts were accepted permanently, may file a grievance to the Court on the decision of the latter rejecting the ratification of the plan or amending the same. The Court shall decide on the grievance within (10) ten working days from the date of filing it and the decision thereof shall be deemed final. Article 110 1- The trustee shall ensure that the sale of any of the debtor’s assets to be sold according to the restructuring plan will be made at the best price that may be obtained under the current conditions of the market on the date of sale. The trustee shall deposit the sale proceeds representing the value of the claims guaranteed by assets, and that in the bank account specified by the Court. 2- The trustee shall pay to the creditors whose debts are guaranteed, upon their maturity when the assets are sold according to Clause (1) of this Article, from the sale proceeds of these assets according to their priority. Article 111 1- The trustee or debtor may offer the creditors an alternative guarantee that is equivalent to the existing guarantee. In case they do not accept this offer, the Court may decide to replace the guarantee if it finds that the alternative guarantee is not lower in value than the existing guarantee and is not detrimental to the interest of the creditor to whom the alternative guarantee was offered. 2- The decision issued by the Court may be appealed before the competent Court of Appeal within (5) five working days from the date of issuance of the decision. The appeal shall not entail the suspension of the procedures and the decision issued in the appeal shall be considered final. Article 112 The text of Article (112) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- If some of the debtor’s assets are essential for the continuity of his business, the Court may decide, sua sponte or at the request of any interested party, to prohibit disposing of such assets without its consent, or require its prior approval be obtained to this effect, and that for a specified period not exceeding the period of implementation of the restructuring plan. In case the assets are subject to guarantee, the Court may replace the guarantee according to the provisions of this Decree-Law. 2- Every interested party may apply to the Court for the invalidity of any disposition occurring in violation to the provisions of Clause (1) of this Article, within a period of three years from the date of issuance of the Court's decision or from the date of ratification of the restructuring plan, whichever is later. CHAPTER 10 PUBLICATION AND IMPLEMENTATION OF THE RATIFIED RESTRUCTURING PLAN Article 113 The trustee shall, within (7) seven working days from the date of ratification of the Court on the restructuring plan, register the Court's decision ratifying the plan in the debtor's Commercial Register or Professional Register, as appropriate, and shall publish it in two widespread daily newspapers, one of them issued in Arabic and the other in English, provided that it includes a summary of the most important conditions of the restructuring plan, the debtor’s name, place of residence and number of registration in the Commercial Register or Professional Register, as appropriate, and the date of the decision ratifying the plan. Article 114 1- The trustee shall oversee the restructuring plan throughout the period of implementation thereof. 2- The text of Clause (2) of Article (114) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The trustee shall: a- Monitor the progress of the plan and notify the Court of any failure to implement the same. b- Provide the Court with a report on the progress of implementation of the plan every three months and every creditor shall have the right to obtain a copy of the report. c- Cooperate with creditors and provide them with the information they request, if available, relating to their interests and in line with the provisions of this Decree-Law. 3- If the trustee finds it necessary to introduce amendments to the restructuring plan during the implementation thereof and such amendments would make changes to the rights or obligations of any party thereof, he shall ask the Court to approve these amendments. The Court shall, before deciding on the application, notify all the parties who participated in the vote on the plan and any creditors deemed necessary to be notified, within (5) five working days from the date of application of the trustee, to make any remarks on the required amendments, within (10) ten working days from the date of notification. The Court may issue a decision to approve or reject the whole amendment or part thereof. Article 115 Upon meeting all the obligations set forth in the restructuring plan, the Court shall, at the request of the trustee, debtor or any interested party, issue a decision to complete the implementation of the plan. Such decision shall be published in two widespread local daily newspapers, one of them issued in Arabic and the other in English. CHAPTER 11 NULLIFICATION AND ANNULMENT Article 116 If the investigation starts with the debtor in one of the crimes set forth in Title 6 of this Decree-Law or if a criminal case was filed against the debtor in these crimes after ratification on the restructuring plan, the Court that ratified the plan may decide, at the request of every interested party, to take measures for the preservation of the debtor’s assets. Such measures shall be cancelled if it was decided to dismiss the investigation or rule the innocence of the debtor. Article 117 1- Every interested party may apply for the nullification of the restructuring procedures within (6) six months from the date of the commencement of investigation set forth in Article (116) of this DecreeLaw, otherwise the application shall be unacceptable. In all cases, the application for the nullification shall not be accepted if it was submitted after the lapse of two years from the date of issuance of the decision ratifying the restructuring plan. 2- The restructuring procedures shall be nullified if, after ratification of the restructuring plan, a judgment was issued to convict the debtor of one of the crimes set forth in Title 6 of this Decree-Law, unless the Court decides otherwise in order to protect the interest of the creditors. 3- The nullification of the restructuring procedures shall entail the quittance of the bona fide guarantor who guaranteed the implementation of all or some of the terms of the plan. Article 118 1- Every interested party may request the Court that ratified the restructuring plan to annul the plan if the debtor does not implement the terms of the plan or if the debtor dies and it turns out that it is impossible to implement such terms for any reason whatsoever. 2- The annulment of the restructuring plan shall not entail the quittance of the guarantor that guaranteed the implementation of its terms and he shall be summoned to attend the session where the request of annulment will be considered. Article 119 The Court may include in its judgment rendered in the nullification of the restructuring procedures or annulment of the restructuring plan, the placement of seals on the debtor’s assets except for the assets that may not be seized by law and the subsidy decided for the debtor and his dependants. It shall also assign the trustee, within (5) five working days from the date of issuance of the judgment of nullification or annulment, to publish the summary of this judgment in two widespread local daily newspapers, one of them issued in Arabic and the other in English. The trustee shall conduct a supplementary inventorytaking of the debtor’s assets. Article 120 If the Court ruled the invalidity of the restructuring procedures or annulment of the restructuring plan, the trustee shall invite the new creditors to submit their debt documents to investigate them according to the debts investigation procedures. The debts already accepted shall not be re-investigated. The trustee shall reject the fully settled debts and shall reduce the debts of which a part was settled, by the equivalent of such part. Article 121 The acts carried out by the debtor after issuance of the decision of ratification of the restructuring plan and before nullification of the procedures or annulment of the plan, shall be effective against the creditors and they may not request their invalidity unless according to the rules set forth in the Civil Transactions Law concerning the actions of invalidity of the act. This lawsuit shall not be heard after expiry of two years from the date of nullification of the procedures or annulment of the restructuring plan. Article 122 The nullification of the procedures or annulment of the restructuring plan shall not compel the creditors to return the amount of debt collected before judgment of nullification or annulment. Such amounts shall be deducted from their debts. Article 123 The Court may rule, at the request of any interested party, and after hearing the opinion of the trustee, to end the restructuring procedures if the debtor dies during the consideration of such procedures, taking into account the interest of the creditors. The Court shall rule, in the same judgment, the adjudication of bankruptcy of the deceased debtor and the liquidation of his assets, taking into account Article (150) of this Decree-Law. CHAPTER 12 ORDER OF ADJUDICATION OF BANKRUPTCY AND LIQUIDATION Article 124 The Court shall render a judgment declaring the bankruptcy of the debtor and liquidation of his assets in any of the following cases: 1- If the Court ruled the termination of the preventive composition procedures according to the provisions of Article (64) of this Decree-Law. 2- If the debtor was the applicant and he acted in bad faith or the application was intended to stall or evade the financial obligations. 3- If the restructuring procedures were inappropriate for the debtor based on the statements and documents submitted with the application or on the content of the report prepared by the expert according to the provisions of Article (77) of this Decree-Law or the report of the trustee according to Article (96) on the impossibility of restructuring. 4- If no majority set forth in Article (107) of this Decree-Law was achieved. 5- If the Court decided to reject the restructuring plan according to Article (109) of this Decree-Law. 6- If it was ruled to invalidate the procedures or terminate the restructuring plan according to the provisions of Articles (117) and (118) of this Decree-Law. Article 125 The Court shall rule against the debtor declared bankrupt, to prevent him from participating in the management of any company or exercising any commercial activity, in case he violates the obligation set forth in Article (68) of this Decree-Law, if it was proved that his act or negligence has led to his bankruptcy and liquidation of his assets, and that for a period not exceeding the date of rehabilitation of the debtor according to the provisions of this Decree-Law. Article 126 If the Court rules the commencement of the procedures of adjudication of bankruptcy of the debtor and liquidation of his assets, it shall appoint a trustee to handle the procedures of bankruptcy and liquidation of the debtor’s assets, unless it rules the continuation of the work of any trustee or auditor appointed during the restructuring or preventive composition procedures. Article 127 The Court may reduce the time limits set forth in this Chapter in the cases it deems appropriate. Article 128 The trustee shall, within (3) three working days from the date of issuance of the order of adjudication of the debtor's bankruptcy and liquidation of his assets, publish the order in two widespread local daily newspapers, one of them issued in Arabic and the other in English. Article 129 1- The trustee shall assign the creditors to submit any final claims not submitted earlier, provided that they are submitted within (10) ten working days from the date of publication of the order. Any claims received after that date shall not be accepted unless for reasons acceptable to the Court. 2- Any claims rejected by the Court as per the provisions of this Title shall not be taken into consideration. Article 130 The text of Article (130) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The trustee shall conduct a final audit on the creditors’ claims and shall not carry out such audit, if he finds that the sale proceeds of the debtor’s assets will all be spent to settle any legal fees or to settle the debts secured by a mortgage. Article 131 The Court may authorise the debtor, at the request of the trustee and under his supervision, to exercise all or some of his business activities in order to sell such business at the best possible price, provided that the period of such authorisation does not exceed (6) six months from the date of granting the authorisation, and it may be extended for a period not exceeding (2) two additional months in case such continuity achieves the interest of the debtors or the public interest. Article 132 1- The trustee shall liquidate all the debtor’s assets except for those that the latter may keep according to the provisions of this Decree-Law. 2- If the debtor inherits or receives assets for any reason during the bankruptcy procedures, he shall disclose the same and the trustee shall liquidate such assets. 3- The trustee shall proceed with the sale of the debtor’s assets by public auction with the consent of the Court and under its supervision and control. 4- The Court may authorise the trustee to sell some or all the debtor’s assets by public auction according to the conditions specified by the Court. 5- The trustee shall use the proceeds of the debtor’s assets liquidation to meet any of claims due on the debtor under the supervision of the Court and shall deliver to the debtor any surplus thereof. Article 133 All the correspondences related to the debtor’s business shall include, during the procedures of adjudication of bankruptcy, a reference that the debtor is being subject to the procedures of bankruptcy and liquidation of his assets. Article 134 1- The trustee shall notify the Court and the debtor, on a monthly basis, of the progress of the procedures of adjudication of bankruptcy and liquidation. 2- The trustee shall notify the Court, the debtor and the inspectors of the content of any offers received to sell all or some of the debtor's business. The Court shall settle promptly any objection to the sale conditions submitted by any interested party and the decision of the Court in this regard shall be deemed final. Article 135 1- The text of Clause (1) of Article (135) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The time-limits for all debts due from the bankrupt debtor, whether they are ordinary debts, debts secured by a mortgage, or privileged debts, shall lapse upon the issuance of the order of adjudication of the debtor's bankruptcy and liquidation of his assets. 2- The Court may deduct from the deferred debt where interests are not required, an amount equivalent to the legal interest for the period between the date of the Court’s order to start the procedures of bankruptcy and liquidation of assets and the due date of the debt. 3- If the value of the claims is specified in a foreign currency, it shall be converted to the national currency at the exchange rate prevailing on the date of issuance of the order of adjudication of bankruptcy and liquidation of assets, unless there is an agreement to the contrary. Article 136 1- The following persons may not, directly or through an agent, purchase or make an offer to purchase all or some of the debtor’s assets offered for sale according to the provisions of Article (131) of this Decree-Law: a- The debtor. b- The debtor’s spouse or any of his in-laws or relatives up to the fourth degree. c- Any person who was, during the (2) two years preceding the date of the order of commencement of the procedures of adjudication of bankruptcy of the debtor and liquidation of his assets, a partner, employee, accountant or agent of the debtor. d- Any person assuming or was assuming the tasks of the inspector after opening the bankruptcy procedures. 2- Notwithstanding the provision of Clause (1) of this Article, the persons referred to in paragraphs (b, c and d) in Clause (1) of this Article may purchase the debtor’s assets with the consent of the Court, if this achieves the interest of the creditors. Article 137 1- Taking into account any claims made before the Court, the trustee shall distribute the liquidation proceeds according to priority between the creditors as stated in Chapter 6 of Title 5 of this Decree-Law, after obtaining the consent of the Court. 2- The trustee may distribute the liquidation proceeds following each sale operation or after collecting all the money resulting from the all the sale operations. 3- The trustee shall, following each sale operation, submit a distribution list by offering it to the Court for ratification. 4- The creditor shall receive his share from the distribution proceeds in the place where the trustee carries out his tasks, unless it was otherwise agreed between the trustee and the creditor. 5- The shares in the debts that were not accepted permanently and of those subject to objection shall be set apart according to the provisions of the Decree-Law and shall be kept in the Court’s Treasury until final settlement thereof. 6- The text of Clause (6) of Article (137) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: The creditor whose debt is secured by a mortgage shall receive the proceeds of the amounts resulting from the sale of his secured assets and in case the value of such encumbered assets was not sufficient to meet the whole debt secured by a mortgage or lien, then the rest of the unsettled debt shall be considered as ordinary debt. 7- The trustee shall deliver to the debtor any surplus amounts upon liquidation after meeting all his obligations. Article 138 1- After completion of the final distribution of the debtor’s assets to the creditors, the Court shall issue a decision to close all the procedures including the list of creditors whose debts were accepted, the amount of such debts and any unsettled amounts remaining therefrom. The trustee shall be assigned to publish this decision in two widespread daily newspapers, one of them issued in Arabic and the other in English. 2- The trustee shall return all the documents in his possession to the debtor after completion of the procedures and finishing his works. 3- The procedures of adjudication of bankruptcy and liquidation of assets may be completed at the request of the debtor at any time in case the reasons that led to the adjudication of the debtor's bankruptcy and liquidation of his assets no longer exist. 4- After closing the procedures of adjudication of bankruptcy and liquidation of the debtor’s assets, each creditor whose debt was accepted but was not settled in whole, may execute on the debtor’s assets to collect the rest of his debt. His acceptance of the debt set forth in Clause (1) of this Article shall be considered as a final judgment concerning such execution. CHAPTER 13 PROVISIONS ON THE COMPANIES’ BANKRUPTCY Article 139 The companies’ bankruptcy, in addition to the provisions of the Articles set forth in this Title, shall be subject to the provisions of Articles (172) and (173) of Title 5 of this Decree-Law. Article 140 Upon mere issuance of the order of adjudication of bankruptcy, the company may not be liquidated outside the framework of this Decree-Law nor may it be placed under receivership. Article 141 1- The creditor of the company may request the adjudication of its bankruptcy even if he was a partner therein. As per the non-creditor partners, they may not request the adjudication of the company’s bankruptcy, in their individual capacity. 2- The Court may, sua sponte or at the request of the debtor company or the competent supervisory authority, postpone the adjudication of bankruptcy of said company for a period not exceeding one year if there was a possibility to support its financial position and the national economy requires so. In such event, the Court shall decide to take the necessary measures to preserve the company's assets. Article 142 1- If the adjudication of the company’s bankruptcy and liquidation of its assets were ordered, all the joint partners therein shall be declared bankrupt. Such declaration shall include the joint partner who exited the company after cessation of payment, provided that less than one year has passed since the date of registering his exit from the company in the Commercial Register. 2- The court shall pronounce a single judgment declaring bankruptcy of joint partners, even if it has no jurisdiction to declare the bankruptcy of such partners. 3- The Court shall appoint, in addition to the trustee who was appointed according to the provisions of this Decree-Law for the procedures of the company's bankruptcy, one or more trustees for the joint partners. Their bankruptcy procedures shall remain separate in terms of their management, fulfilment of their debts and the way of completion thereof. Article 143 If the Court orders the adjudication of the company’s bankruptcy, the Court may, sua sponte or at the request of any interested party, order the adjudication of bankruptcy of any person who conducted commercial business in its name for his own account and disposed of its assets as if they were his own assets. Article 144 If it was found that the company’s assets are not sufficient to meet at least (20%) twenty percent of its debts, the Court that adjudicated bankruptcy may compel some or all the members of the Board or the Managers, jointly or severally, to pay all or some of the company's debts, in the cases where they are proved to be liable for the company's losses according to the provisions of the Commercial Companies Law. Article 145 The legal representative of the company that was adjudicated bankrupt shall replace it within the limits of his competencies, in every matter where the law requires the opinion of the company or his attendance. The company's representative shall appear before the Court or the trustee, whenever asked to do so, and shall give any information or clarifications required. Article 146 The Court may, at the request of the trustee, assign the partners or shareholders at the company to fulfil the remaining debt from the value of their shares even if they are not mature yet. The Court may decide to limit this claim to the amount necessary to fulfil the company's debts. Article 147 1- In case of adjudication of bankruptcy, the Court may compel the members of the Board, the Managers or the liquidators in the liquidation procedures carried out outside the framework of this Decree-Law, to pay an amount to cover the debtor's debts if it was proved that any of them committed any of the following acts during the two years following the date of opening the procedures according to this Title: a- Using commercial methods of ill-considered risks, such as disposing of the goods at prices lower than their market value, in order to obtain assets, with a view to avoid bankruptcy procedures or delay the commencement thereof. b- Entering into transactions with a third party to dispose of the assets at no charge or for an inadequate charge and without any certain benefit or a benefit that is commensurate with the debtor’s assets. c- Fulfilling any of the creditors’ debts with the intent to cause damage to other creditors, during the period of cessation of payment or during insolvency. 2- The Court shall not render its judgment set forth in this Article if it is convinced that the physical or legal person had taken all possible precautionary measures to reduce the potential losses that may affect the assets of the debtor and his creditors. 3- The members of the Board of any entity, the Manager or the liquidators shall be exempt from liability for the acts stipulated in this Article if it was proved that they did not participate in such acts, or if they proved their reservation on the decision issued in their regard. Article 148 The debentures and Sukuk issued by the company as per the cases decided in the Commercial Companies Law shall not be subject to the procedures of fulfilment of debts. These debentures and Sukuk shall be accepted at their nominal value within the debts of the debtor after deducting the amounts paid by the company from their value. CHAPTER 14 BANKRUPTCY OF THE DECEASED, RETIRED OR LEGALLY INCAPACITATED DEBTOR Article 149 The creditor may request to open the bankruptcy procedures of the debtor in order to adjudicate his bankruptcy and liquidate his assets after his death, retirement or losing his legal capacity if the conditions of adjudication of bankruptcy and liquidation were satisfied according to the provisions of this Decree-Law. The application may not be submitted, in such events after the lapse of one year from the date of decease or the date of removal of the trader’s name from the Commercial Register in case of retirement or the date of ruling his legal incapacity. Article 150 1- The Court shall rule the adjudication of bankruptcy of the deceased debtor and liquidation of his assets, if his heirs did not submit an in-kind guarantee or a bank guarantee issued by a bank operating in the State or any other guarantee that is accepted by the Court and sufficient to fulfil the creditor's debt within the period determined by the Court. 2- The heirs of the deceased debtor may request the adjudication of his bankruptcy and liquidation of his assets within the period set forth in Article (149) of this Decree-Law. If some heirs object to the adjudication of bankruptcy, the Court shall hear their statements then settle the application on an urgent basis according to the interest of the creditors of the deceased debtor and the heirs. 3- The procedures of adjudication of bankruptcy and the liquidation of the assets of the deceased debtor as per the provisions of this Article shall be subject to all the provisions set forth in this DecreeLaw, taking the following into account: a- The application of adjudication of bankruptcy shall be served, in case of the decease of the merchant, at his last domicile without the need to appoint the heirs. b- The heirs of the debtor who is adjudicated bankrupt shall replace him in the procedures of bankruptcy and liquidation of assets. Article 151 The heirs of the deceased or their legal representative shall appoint a representative in the procedures of bankruptcy and liquidation of assets. If they were unable to select a representative within (7) seven working days from the date of receiving notification thereof from the trustee, the Court shall, at the request of the trustee, appoint one of them to do so. The Court may isolate the heirs’ representative and appoint another representative from among the heirs or their legal representatives. CHAPTER 15 COMMON PROVISIONS Article 152 The provisions stated in this Chapter shall apply to restructuring or bankruptcy and liquidation of assets, as the case may be, unless stipulated otherwise. SECTION 1 REDEMPTION Article 153 1- The goods in the debtor's possession may be redeemed as a deposit, for sale to the account of the owner thereof or for handing them over to him. The price of the goods may also be redeemed from the selling debtor if they were not handed over to the purchaser in case they were not paid in cash, by a commercial paper, set-off or through registration in a current account between the debtor and the purchaser. 2- If the debtor had deposited goods at third parties, they may be redeemed. 3- The commercial papers and other valuable Sukuk delivered to the debtor may be recovered to collect their value or profits or allocate the same for a certain consideration if they were included in the assets subject to inventory-taking and their value was not paid upon the adjudication of bankruptcy. However, the recovery shall not take place unless the said papers and Sukuk were listed in a current account between the person requesting the recovery and the debtor. 4- The money deposited at the debtor may not be redeemed unless the redeemer proves ownership thereof. 5- The redeemer shall, in the cases set forth in this Article, pay to the trustee any rights due to the debtor. Article 154 If the sale contract is rescinded by a final judgment before issuance of the decision of opening the procedures, the seller may request the Court to redeem the sold items in whole or in part from the assets subject to inventory, provided that they are in kind. Article 155 1- If it was decided to open the bankruptcy procedures against a debtor before the latter pays the price of the goods purchased before opening the procedures and the goods were still with the seller, the latter may seize them. 2- If it was decided to open the procedures after sending the goods to the purchasing debtor and before such goods enter his warehouses or those of his agent who is assigned to sell them, the seller may redeem their possession. However, the goods may not be redeemed if they lose their nature or the debtor disposes of them before their arrival without fraud by virtue of their ownership or transport documents, to a bona fide purchaser. 3- In all cases, the trustee may, with the consent of the Court, request the receipt of goods provided that he pays to the seller the agreed price. If the trustee does not request the same, the seller may uphold his right of termination and request compensation. Article 156 Without prejudice to the provisions of Article (48) of the Commercial Transactions Law, if it was decided to open the procedures against the debtor before payment of the price and after the entry of the goods to his warehouses or those of his agent assigned to sell them, the seller may not request the cancellation of the sale or redemption of the goods. Each condition that may enable the seller to redeem the goods may not be pleaded against the creditors. SECTION 2 DEPRIVATION OF THE RIGHT OF MANAGEMENT AND DISPOSITION Article 157 1- The debtor, with effect from the date of decision of opening the procedures, shall not: a- Manage his assets or pay any claims arising before the issuance of the decision of opening, except for any set-off payments made according to the provisions of Chapter 5 of Title 5 of this Decree-Law. b- Dispose of his assets, settle or borrow any amounts unless according to the provisions of this DecreeLaw. The dispositions carried out on the day of issuance of the decision of opening the procedures shall be considered as carried out after issuance thereof. c- If the disposition is not applicable nor executable against others except by registration or other procedures, it shall not apply to creditors unless the procedure was carried out before issuance of the decision of opening the procedures. d- Dispose of the company’s shares or debentures or change in the ownership or legal form thereof, in case the debtor was a legal person. 2- The Court may rule, at the request of any interested party, the non-enforcement of any disposition conducted by the debtor against the creditors contrary to the provisions of Clause (1) of this Article. Article 158 1- The prevention of the debtor from management and disposition shall include all the assets owned by him on the date of issuance of the decision of opening the procedures as well as the assets of which ownership devolve to him following the issuance of the decision of opening the procedures. The Court may rule the invalidity of such dispositions at the request of any interested party. 2- Notwithstanding the provision of Clause (1) of this Article, the prevention from management and disposal shall not include: a- The assets that cannot be seized under the Law and the subsidy decided for him and his dependants. b- The assets owned by other than the debtor. c- The rights related to the personal status of the debtor. 3- The prevention of the debtor from the management and disposition as set forth in Clause (1) of this Article, shall not include the rights related to the person of the debtor, or in his capacity as head of household or the rights related to a purely moral interest. Article 159 Except in the case of obtaining new financing, according to the provisions of Chapter 4 of Title 5 of this Decree-Law, no guarantees may be placed on the debtor’s assets upon mere issuance of the decision of opening the procedures, unless the Court authorised otherwise. Article 160 1- The Court may decide to suspend any of the debtor's business based on the urgent request of the trustee. 2- The Court shall settle the order of suspension based on the report of the trustee, within a period exceeding the period of acceptance of the Court or refusal to ratify the draft restructuring plan, according to the provisions set forth in this Title. Article 161 The trustee may, during his management of the procedures, request the debtor to carry out all what is necessary to preserve the interests of his business. He may also request the debtor to meet the valid contracts to which he is party, according to the provisions of Chapter 9 of this Title. The trustee may carry out these works by himself including the exercise of all the powers granted to him in the preventive composition procedures according to the provisions of Title 3 of this Decree-Law. SECTION 3 SUSPENSION OF THE JUDICIAL PROCEDURES AND THE INTEREST Article 162 1- Except in the cases set forth in this Decree-Law, the decision of opening the procedures according to the provisions of Article (78) of this Decree-Law, and until ratification of the restructuring plan according to the provisions of Article (108), shall entail the suspension of judicial proceedings as well as the procedures of execution on the debtor’s assets, unless the Court decides otherwise. 2- The text of Clause (2) of Article (162) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: Notwithstanding the provision of Clause (1) of this Article, the creditors who are holders of debts secured by a mortgage or of privileged debts, may file lawsuits, proceed with the same and execute against their guarantees, when their debts become mature after obtaining the permission of the Court. The Court shall decide on granting such permission within (10) ten working days from the date of request thereof. The decision on granting the permission shall not require a notification or exchange of memoranda. Upon granting the permission, the Court shall verify that there is no collusion between the debtor and the secured creditor, and the level of priority of the secured creditor in case of more than one secured creditor on the same money. 3- The decision issued by the Court rejecting the permission may be appealed before the competent Court of Appeal. The appeal shall not entail the suspension of the procedures and the decision issued in the appeal shall be considered final. Article 163 The Court may decide, at the request of the trustee and after notification of the concerned person, to suspend the validity of the legal and contractual interest, including the interest or compensation due for the delay in payment, from the date of opening of the procedures until the date of acceptance or rejection of the Court to ratify the draft plan according to the provisions set forth in this Title. SECTION 4 FULFILMENT OF THE OBLIGATIONS AND CONTRACTS Article 164 1- The trustee shall ensure that the debtor has the ability to perform his obligations. 2- The trustee may, within the implementation of the restructuring plan, pay any amount that the debtor must pay to the contracting party, by virtue of an enforceable contract unless the contracting party grants the debtor a term of payment. 3- If the trustee does not implement the contract and does not continue the implementation thereof, the contracting party may request the Court to rescind the contract and this shall not entail the suspension of the procedures. 4- If the debtor has any joint assets, the trustee or any of the partners in the joint assets may request their division even if they have an agreement not allowing division. Any of the partners may be preferred over others if he wishes to purchase the share of the debtor against fair compensation as decided by the Court. Article 165 1- The decision of commencement of restructuring procedures shall not result into the lapse of any term agreed upon to settle the debtor's debt. Any contractual text stipulating otherwise shall be considered void. 2- The commencement of the restructuring procedures shall not entail the cancellation or termination of any valid contract between the debtor and third parties, unless it was based on personal considerations. The party contracting with the debtor shall fulfil his contractual obligations unless he has started, before the date of issuance of the decision of opening the procedures, to pay after implementation following the debtor's failure to meet his obligations. 3- The Court may, at the request of the trustee, rule the rescission of any valid contract to which the debtor is a party, if this was necessary, in order to enable the debtor to carry out his business or in case the termination achieves the interest of all the creditors of the debtor and does not lead to a serious harm to the interests of the party contracting with the debtor. 4- The contractor may, in both cases referred to in Clause (3) of Article (164) of this Decree-Law and Clause (3) of this Article, participate in the restructuring procedures as an ordinary creditor through the compensation resulting from the rescission, if necessary, unless the Court decides that the compensation shall preserve the preference legally prescribed thereto. Article 166 Notwithstanding the provisions of Article (26) of the Civil Procedure Law and Clause (3) of Article (164) of this Decree-Law: 1- The issuance of the decision to start the restructuring procedures shall not entail the termination of the lease or investment contract or the entitlement to the rent for the remaining period if the debtor was a lessor or investor of the real estate where he carries out his business and any condition to the contrary shall be considered void ab initio. 2- The trustee may terminate the lease or investment contract of the real estate used by the debtor to carry out his business before expiry of the period agreed upon in the contract. He shall notify the owner or the lessor thereof by means of a written notice of (45) forty-five working days unless the contract stipulates a shorter period. 3- The owner or the lessor may request the rescission of the lease or investment contract of the real estate used by the debtor to carry out his business because of his default to settle the due rent, if such default continues for a period exceeding (3) three months from the date of issuance of the decision of opening the procedures. 4- The Court may, at the request of the owner or the lessor, rule the rescission of the lease or investment contract of the real estate used by the debtor to carry out his business, if he proves that the guarantees granted to him to settle the rent are insufficient. 5- If it was decided to rescind or terminate the lease or investment contract of the real estate used by the debtor to carry out his business, the owner or lessor of this real estate shall have a lien on the proceeds of sale of the debtor’s movables, considered as furniture of the leased or invested real estate. 6- The Court may authorise the debtor or the trustee to sell the debtor's movables that are considered as furniture of the leased or invested real estate, in any of the following cases: a- If these assets are susceptible to prejudice or to quick decrease of value and the preservation thereof requires heavy costs. b- If the sale thereof does not lead to the debtor’s inability to carry out his business. c- If the sale of such assets does not affect the sufficiency of the guarantees prescribed for the interest of the lessor or the owner. 7- The trustee may, after obtaining the consent of the Court, rent the real estate occupied by the debtor for his subcontracting business, even if the lease contract between the debtor, owner or lessor stipulates otherwise, provided that this action achieves a real interest to the creditors and does not entail any prejudice to the owner or lessor of the real estate and provided that the lessor is fairly compensated. Article 167 Without prejudice to the rights prescribed by the Law for the worker, the Court may terminate the valid employment contracts between the debtor whose assets are to be restructured or who is subject to adjudication of bankruptcy and any of his workers, if need be, regardless of the provisions stated in these contracts. SECTION 5 NON-ENFORCEABILITY OF DISPOSITIONS Article 168 1- The following dispositions may not be pleaded against the creditors if they were conducted by the debtor within two years before the date of opening the procedures, unless the Court agrees to enforce such dispositions taking into consideration the public interest or the bona fide third parties: a- Donations, grants or transactions free of charge except for small gifts under the customs. b- Any transactions where the obligations of the debtor significantly exceed the obligations of the other party, whether such obligations are in cash or in kind. c- Settlement of any debts before their due date regardless of the method of payment. d- Settlement of the debts to be paid by means other than those agreed upon between the debtor and his creditor or in a way that is different than those usually used to settle this type of debts. The payment with a commercial paper or bank transfer shall be considered as settlement of money. e- Place any type of new guarantee on his assets to ensure the settlement of a previous debt. 2- The Court may rule the non-enforceability of any disposition not stated in paragraph (1) of this Article if such disposition harms the creditors and the contracting party was aware or should have been aware that the debtor was in a position of cessation of payment or insolvency. Article 169 1- If a ruling was rendered on the non-enforceability of any disposition against the creditors, the alienee shall return to the debtor the asset received from the latter under this disposition or the value of said asset at the time of collection thereof. He shall also pay the proceeds of his collection from the date of such collection as well as any gains derived from its utilities. 2- The alienee shall have the right to redeem the compensation that was offered to the debtor if this compensation in itself was found in the debtor’s assets. Otherwise, he shall have the right to claim from the creditors any gains derived from the disposition thereto and to participate in the procedures set forth in this Title in his capacity as creditor with respect to any excess thereof. Article 170 The Court may rule to reject the lawsuit of non-enforceability of dispositions filed according to Article (168) of this Decree-Law, if it finds that the debtor who conducted the disposition acted in good faith and with the purpose of carrying out his business and that, there were, at the time of said disposition, reasons to believe that the disposition may be carried out for the benefit of his business. TITLE 5 GENERAL PROVISIONS Article 171 The provisions stated in this Title shall apply to all the procedures set forth in Titles 3 and 4, as the case may be, unless stipulated otherwise. CHAPTER 1 APPLICATIONS SUBMITTED IN CASE OF LEGAL PERSON Article 172 If the application to open the procedures was submitted according to the provisions of Title 3 and Title 4 of this Decree-Law, it shall be enclosed with a proof of issuance of such decision by the majority of partners in general partnerships and limited partnership companies, and by the General Assembly in an extraordinary meeting with respect to other companies. Article 173 If it was decided to open the procedures for the debtor in case of a company, the settlement of every application having the subject the liquidation or placement of the company under guardianship shall be suspended. The personality of the company under liquidation shall remain existent until completion of the procedures set forth in Title 3 and Title 4 of this Decree-Law. CHAPTER 2 FUNCTIONS AND POWERS OF THE TRUSTEE Article 174 1- The trustee appointed according to the provisions of this Decree-Law shall assume his functions under the Court’s supervision and shall follow the procedures promptly and make sure to take all the measures necessary to protect the interests of the debtor and creditors. 2- Taking into consideration the provisions related to the rights, powers and obligations of the trustee set forth in Titles 3 and 4 of this Decree-Law, the trustee shall, in the performance of his functions, be subject to the same obligations of the expert according to the provisions of the Federal Law no. (7) of 2012 regulating the expertise profession before the judicial authorities, without prejudice to the provisions of this Decree-Law. 3- The trustee shall evaluate the debtor’s assets whenever the need arises. 4- The trustee, debtor or any creditor may ask the Court to determine the framework of the trustee's powers concerning a specific matter, provided that this does not suspend or disrupt the procedures. Article 175 1- The trustee shall, immediately upon his appointment, receive the debtor’s correspondences related to his business and shall view and keep the same. He shall also enable the debtor to access such correspondences. 2- The trustee shall deliver to the debtor, as quickly as possible, any correspondences of personal nature or those subject to professional secrecy and not related to the procedures. Article 176 1- The trustee shall deposit any amount received by him under the procedures, in a bank account determined by the Court within a period of not less than two days from the date of receiving such amount. He shall also provide the Court with a statement of account of such amounts within (5) five working days from the date of deposit. 2- If the trustee fails to deposit any amount received for the purpose of deposit, without a justification accepted by the Court, it may compel him to pay a delay penalty for each day of delay, on an annual basis, without exceeding 12% of the value of the non-deposited amounts. Such penalty shall be deposited in the account set forth in Clause (1) of this Article and shall fall within the joint guarantee of the creditors. Article 177 The trustee shall estimate the reasonable amount of money necessary to fulfil the debtor's needs and those of his dependants. The Court shall issue its decision of approval of the amount estimation and determination or shall amend it on an urgent basis and its decision in this regard shall be deemed final. This amount shall not be considered included within the debtor’s assets guaranteeing his debts. CHAPTER 3 REDEMPTION Article 178 1- Every interested party may request the trustee not to include, in the inventory-taking conducted by him according to the provisions of this Decree-Law, the specified items proved to be owned by him, without the debtor having any right thereto at the time of the Court's decision of opening the procedures and may request redemption thereof. The trustee shall take the decision of approval or rejection of the application as quickly as possible. 2- Every interested party may file a grievance against the decision issued by the trustee on the redemption applications before the Court within a period not exceeding three working days from the date of being notified of the decision, in order to decide upon the application by a final judgment, within five working days from the date of filing such grievance. The appeal shall not entail the suspension of the procedures. Article 179 1- The debtor’s spouse may specify the content of the assets owned by him in the inventory according to any rules set forth in the financial system adopted in the marriage. 2- The debtor's spouse may, within two months from the date of publication of the decision of opening the relevant procedures, request the Court to redeem the movable or immovable properties owned by him/her from the debtor’s assets. Article 180 The trustee may apply to obtain the permission of the Court to include any assets purchased by the debtor’s spouse in the debtor’s assets, or the donations decided for him/her by the debtor, within the period of (3) three years preceding the decision of opening the procedures, and to consider the same a part of the debtor’s assets. CHAPTER 4 OBTAINING NEW FINANCING Article 181 The Court may, at the request of the debtor or trustee in the preventive composition procedures or restructuring procedures, allow the debtor to obtain new financing with or without guarantee, as per the following: 1- The new financing shall have priority over any ordinary debt due from the debtor on the date of decision of opening the procedures according to the provisions of Title 3 or 4 of this Decree-Law. 2- Possibility of guaranteeing the new financing by mortgaging any of the non-mortgaged debtor’s assets. 3- Possibility of guaranteeing the new financing by placing a mortgage on the mortgaged assets of the debtor, assessed at a value exceeding the value of the debt secured by the previous mortgage, in which case, the new mortgage shall occupy a lower level compared to the existing mortgage placed on the same assets, unless the creditors whose debts are secured by the asset subject to mortgage, agree that the new mortgage is at the same level or higher than the existing mortgage placed on the same asset.... Article 182 The Court may allow, in the preventive composition procedures or restructuring procedures, that the debtor obtains financing secured by a guarantee at a level higher or equivalent to any existing guarantee placed on its assets, if the Court finds that the new financing will not affect the interest of the owner of the existing guarantee. CHAPTER 5 SET-OFF Article 183 1- Set-off is possible between the debtor and the creditor if the conditions thereof were met before opening the procedures according to the provisions of Title 3 or 4 of this Decree-Law. 2- No set-off is possible for debts that become due after opening the procedures according to the provisions of Title 3 or 4 of this Decree-Law, and that were not made according to the implementation of the preventive composition plan or restructuring plan or upon the Court's decision. 3- The rest of the debt due to the creditor after set-off shall be included within the debtor’s debts and shall have the same level as the original debt. The remaining amount due to the debtor shall also be included within the debtor’s assets and shall be paid to any trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law, as the case may be. 4- In case the creditor transfers his debt to third parties, the set-off shall not be applied between the debtor and said third party, unless the Court finds that this was carried out in good faith, including the case of acquisition of the creditor by third parties. CHAPTER 6 ORDER OF DEBT SETTLEMENT SECTION 1 SETTLEMENT OF DEBTS IN THE PREVENTIVE COMPOSITION OR RESTRUCTURING PHASE Article 184 The text of the introduction of Article 184 was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: Subject to the provisions regarding the priority of the creditor whose debt is secured by a mortgage of assets encumbered with guarantees, the following debts shall be settled upon their maturity and by order of priority stated below: 1- Any judicial fees or expenses, charges or costs of any trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law and any amount disbursed during the relevant procedures or transactions according to the provisions of Titles 3 and 4 of this Decree-Law. 2- Any fees, expenses or costs incurred after the issuance of the decision of opening, as a result of provision of the debtor with the goods and services or continuation of implementation of any contract according to the provisions of this Decree-Law, to the extent where these fees, costs and expenses achieve a benefit for the debtor's business or assets. 3- Any new non-secured financing obtained according to the provisions of Chapter 4 of Title 5 of this Decree-Law, including the amount of the original debt and the relevant unpaid interests and expenses. This shall also be applicable if the value of the guarantee granted for the new financing is not sufficient for the settlement of all the amounts due for the settlement of such financing. SECTION 2 ORDER OF PRIORITIES UPON BANKRUPTCY AND LIQUIDATION Article 185 1- The text of Clause (1) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: In case the Court ruled to adjudicate the debtor's bankruptcy and liquidate his assets according to the provisions of Title 4 of this Decree-Law, the order of the holders of debts secured by a mortgage shall precede other holders of privileged debts or ordinary creditors, according to the amount of their guarantees. They shall be followed by the holders of preferential right, as per the order of their priorities according to the provisions of this Decree-Law. 2- All the reasonable fees and expenses incurred by the trustee during the procedures of sale of the guaranteed assets shall be deducted from the sale proceeds of the assets securing the debts, before their distribution to the creditors, holders of the guaranteed debts. Article 186 The text of Article (186) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: If the trustee does not proceed with the sale of the assets encumbered with guarantees, within one month from the date of issuance of the judgment of adjudication of the debtor's bankruptcy and liquidation of his assets, the creditors, holders of debts secured by a mortgage, shall have the right to request the permission of the Court to execute against their guarantee, even if it was not accepted yet. The Court shall decide on granting the permission within (10) ten working days from the date of the request. Article 187 1- Notwithstanding the provision of Article (185) of this Decree-Law, if the trustee finds that the proceeds resulting from the sale of any guaranteed assets are not sufficient to cover the fees of the trustee and any relevant costs related to the sale of such assets, he may decide to discontinue this sale. The trustee shall immediately send a written notification to the creditor, owner of the guarantee, of any decision taken concerning with the discontinuation of the sale of the assets encumbered with guarantees. 2- The creditor may object to the decision of the trustee within (3) three working days from the date of his notification. The Court shall issue its decision on the objection within (5) five working days without pleading and its decision in this regard shall be deemed final. Article 188 1- In case of a surplus from the proceeds of sale of the assets guaranteeing the value of the secured debt, the surplus shall be delivered to the trustee, for the benefit of the debtor. 2- If the proceeds of sale of the guaranteeing assets are lower than the value of the secured debt after settlement of the fees and expenses, the rest of the secured debt shall be considered ordinary debt due from the debtor. SECTION 3 ORDER OF PRIVILEGED DEBTS Article 189 The text of Clause (1) of Article (189) was replaced by virtue of Article (1) of Federal Decree-Law No. 23 dated 04/09/2019, to read as follows: 1- The following debt categories shall be privileged debts to be settled before ordinary debts in the following order: a- Any judicial fees or expenses, including the fees of the trustees and experts, and any expenses paid for the joint interest of the creditors in the preservation and liquidation of the debtor’s assets. b- Unpaid end-of-service gratuities, wages and salaries due to the workers and employees of the debtor, paid on a periodic basis (except for any type of allowances, increments and other incidental payments or benefits, whether material or in-kind), provided that the total thereof does not exceed the salary of a period of (3) three months as a maximum. The Court may decide to allow the trustee to pay the wages and salaries due to the workers and employees of the debtor for a period not exceeding (30) thirty days, from any of the debtor’s assets in his possession. c- Alimony debts imposed on the debtor under a judgment rendered by a competent Court. d- Amounts due to government agencies. e- Fees agreed upon between the debtor and any expert appointed by him since the commencement of the procedures, and this includes legal consultancy fees. The Court may estimate such fees sua sponte, or on the basis of a grievance filed by any of the creditors. The filing of the grievance does not entail the stay of the procedures. The court shall decide on the grievance within (5) five working days from the date of its filing, and its decision in this regard shall be final. f- Any fees, costs or expenses incurred after the date of issuance of the decision of opening the procedures, for the purpose of securing goods and services to the debtor or for the continued performance of any other contract for the benefit of the debtor's business or assets; or any fees, costs or expenses incurred for the continuity of the debtor’s business after the date of opening the procedures, according to the provisions of this Decree-Law. 2- Taking into account the priorities order as per the provisions of Clause (1) of this Article, the order of the creditors in each debt category aforementioned shall be even, unless the debtor’s assets are not sufficient for the settlement thereof. In such event, they shall be reduced by equal proportions. CHAPTER 7 GRIEVANCE AND APPEAL SECTION 1 GRIEVANCES Article 190 If the trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law does not notify any creditor to attend any of the creditors’ meetings or if serving was not made according to the provisions of this Decree-Law, the affected creditor may file a grievance before the Court according to the provisions of the following clauses: 1- The grievant shall file his grievance within (10) ten working days with effect from the day following his knowledge of the meeting. The grievance shall not entail the suspension of procedures. 2- The Court shall consider the grievance expeditiously after inviting the trustee and shall issue a decision to accept or reject the grievance and its decision in this regard shall be deemed final. 3- The Court may, if it issues a decision to accept the grievance, rule the suspension or cancellation of any decision previously issued thereby based on the outcomes of such meeting, taking into account not to cause prejudice to the other creditors. Article 191 1- Any interested person may file a grievance before the Court when the trustee carries out any of the following acts: a- Suggested a disposition or conducted an unfair disposition to damage his interests. b- Neglected or failed to carry out his functions or did not exercise due diligence according to the rules in force. c- Misused or seized any assets or properties of the creditor or violated any obligation due thereon in favour of the debtor. 2- The grievance shall be filed within (5) five working days from the date of knowledge of such act. The Court may decide either to reject the grievance or to issue a decision that is convenient, including the termination of appointment of any trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law, and appointment of a substitute trustee under the same decision. The grievance shall not entail the suspension of procedures. SECTION 2 APPEAL Article 192 Without prejudice to the explicit provisions set forth in this Decree-Law, the decisions or judgments issued by the Court may not be appealed in any way according to this Decree-Law and its decisions shall not be subject to grievance, nor the decisions issued by any trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law. Article 193 The Court of Appeal may, at the request of the Appellant, decide to suspend the implementation of the appealed decision until settlement of the appeal. In such event, the Court may ask the Appellant to submit a guarantee in-kind or a bank guarantee issued by a bank operating at the State or any other guarantee accepted by the Court that is sufficient to secure any damage that may result from the invalidity of the request within the period specified by the Court. Article 194 The debtor or creditor may appeal any decision or judgment issued by the Court on the acceptance or rejection of opening the procedures according to the provisions of Title 3 and 4 of this Decree-Law. Article 195 The debtor, should he be a physical person, or any of its dependants, may appeal the judgment of the Court concerning the sale, mortgage or disposition of any assets allocated for their subsidy, according to the provisions of Title 3 and Title 4 of this Decree-Law. TITLE 6 PENALTIES AND REHABILITATION CHAPTER 1 PENALTIES Article 196 According to the provisions of this Title, any person working at the legal entity subject to the provisions of this Decree-Law and playing an active role in the decision-making process shall be considered as Manager. This shall include the person under whose directives and instructions the Managers operate. Article 197 Shall be imprisoned for a period not exceeding five years, whoever is declared bankrupt under a final judgment if he commits any of the following acts: 1- He has hidden all or some of his books, destroyed or changed the same with the intent to harm his creditors. 2- He embezzled a part of his money or concealed the same with the intent to harm his creditors. 3- He declared debts not due from him while being aware of the same, whether the declaration was in writing, verbal or in the budget or refrained from submitting papers or clarifications while being aware of the outcome of such refrain. 4- He obtained preventive composition or restructuring by way of fraud. 5- He used fraud to increase his obligations or reduce the value of his assets or obtained any other settlement. Article 198 The company's Board members, Managers and liquidators shall be punished by imprisonment for a period not exceeding five years and a fine not exceeding AED (1,000,000) one million, if they commit, after issuance of a final decision of opening the procedures against the company, any of the following acts: 1- They have hidden all or some of the company's books, destroyed or changed the same with the intent to cause prejudice to the creditors. 2- They embezzled or concealed a part of the company's assets. 3- They declared debts not due from the company while being aware of the same, whether the declaration was in writing, verbal or in the budget or refrained from submitting papers or clarifications while being aware of the outcome of such refrain. 4- They obtained preventive composition or restructuring for the company by way of fraud. 5- They made false declarations concerning the subscribed or paid-up capital, distributed fictitious profits or seized bonuses exceeding the amount set forth in the Law, the company’s Memorandum of Association or Articles of Association. 6- The penalty set forth in this Article shall not apply on whomever is proved not being involved in the work subject of the crime or established his reservation on the decision issued in its regard. Article 199 Shall be punished by imprisonment for a period not exceeding two years and a fine not exceeding AED (60,000) sixty thousand or by one of these penalties, whoever is declared bankrupt by a final judgment and it was proved that the bankruptcy was due to his gross negligence that caused a loss to his creditors as a result of committing any of the following acts: 1- He spent enormous sums in speculative activities not required in his business or committed acts of gambling. 2- He paid to one creditor to the detriment of the others after suspending the payment of his debts for a period exceeding (30) consecutive working days or he was in insolvency, even with the intent of obtaining preventive composition or restructuring. 3- He disposed of his assets in bad faith at less than their market price, resorted to harmful means in order to cause prejudice to his creditors with a view to delay the adjudication of his bankruptcy, liquidation of his assets or to delay the termination of the preventive composition or restructuring plan. Article 200 Shall be punished by imprisonment for a period not exceeding one year or a fine not exceeding AED (30,000) thirty thousand, whoever is declared bankrupt by a final judgment and committed any of the following acts: 1- He did not maintain commercial books that are sufficient to reveal his financial position or did not conduct inventory-taking imposed by Law. 2- He made, for the benefit of others and without compensation, serious commitments compared to his financial position at the time of undertaking the same. 3- He refrained from providing the data required by the trustee appointed according to the provisions of Title 4 of this Decree-Law or the Court, or intentionally provided incorrect data. 4- He allowed a special advantage to one of the creditors, after cessation of payment, with the intent to obtain acceptance for the preventive composition or restructuring. 5- He spent heavy sums on his personal expenses or home expenses, whether before or after cessation of payment. 6- He settled any debt as opposed to the terms of the preventive composition plan or restructuring plan approved by the Court, or disposed of any assets contrarily to the content of the plan. Article 201 The Board members, Managers and liquidators of the company declared bankrupt by a final judgment shall be punished by imprisonment for a period not exceeding two years, if they committed any of the following acts: 1- They did not maintain commercial books that are sufficient to reveal the company’s financial position or did not conduct inventory-taking as imposed by Law. 2- They refrained from providing the data required by the trustee appointed according to the provisions of Title 4 of this Decree-Law or the Court, or intentionally provided incorrect data. 3- They disposed of the company's assets after cessation of payment with the intent of keeping these assets away from the creditors. 4- They paid the debt of a creditor, after the company's cessation of payment, to the detriment of the other creditors or decided special advantages for a creditor over the rest, even if with the intent of achieving preventive composition or restructuring. 5- They disposed of the company's assets at less than their market price, or resorted to any ways or methods that are detrimental to the interest of the creditors with the intent to obtain money in order to avoid or delay the situation of cessation of payment, adjudication of bankruptcy or termination of the preventive composition or restructuring. 6- They spent enormous sums in gambling or speculation not required by the company’s activities. 7- They made, for the benefit of parties other than the company and without compensation, serious commitments compared to its financial position at the time of undertaking the same. 8- The penalty set forth in this Article shall not apply on whomever is proved not being involved in the work subject of the crime or established his reservation on the decision issued in its regard. Article 202 1- Shall be punished by imprisonment for a period not exceeding five years and a fine not exceeding AED (1,000,000) one million, any trustee or expert appointed by the Court according to the provisions of this Decree-Law, if he seized or embezzled any of the debtor’s assets during the management thereof. 2- The penalty shall be imprisonment and fine or either of them if he intentionally provided incorrect information related to the procedures. Article 203 Shall be punished by imprisonment and fine or by either penalties, whoever embezzled, stole or concealed the debtor’s assets after the decision of opening the procedures according to the provisions of Title 3 or 4 of this Decree-Law, even if such person is the spouse, descendant or ascendant of the bankrupt or the descendants or ascendants of the spouse thereof. The Court shall rule, sua sponte, to return the assets even if the judgment was rendered in favour of quittance and the Court may rule compensation, at the request of the concerned parties, when necessary. Article 204 Shall be punished by imprisonment, every creditor of a debtor who was declared bankrupt, if he committed any of the following acts: 1- Increased his debts due from the debtor by way of fraud. 2- Granted himself, with the debtor or others, special advantages in exchange for voting in the preventive composition or restructuring deliberations. 3- He concluded a secret agreement with the debtor, after cessation of payment, allowing him to have special advantages to the detriment of other creditors, while being aware of the same. The Court shall rule, sua sponte, to invalidate the said agreements, with respect of the debtor or any other person and to compel the creditor to return the amount collected under the invalid agreement, even if the rendered judgment acquitted him. The Court may rule compensation, at the request of the concerned parties, when necessary. Article 205 Shall be punished by imprisonment whoever submits, by way of fraud during the procedures of preventive composition, restructuring, bankruptcy or liquidation, fictitious debts in his name or the name of others. Article 206 Shall be punished by imprisonment for a period not exceeding five years, every debtor who: 1- Deliberately hided all or some of his assets or exaggerated in the evaluation thereof in order to achieve the preventive composition or restructuring. 2- Deliberately enabled a fictitious creditor, a creditor banned from participating in the preventive composition or restructuring, or a creditor who exaggerated in his debt, to participate in the deliberations and voting or deliberately allowed him to participate in the same. 3- Deliberately omitted a creditor from the list of creditors. Article 207 Shall be punished by imprisonment, every creditor who: 1- Deliberately exaggerated in evaluating his debts. 2- Participated in the deliberations or voting on the preventive composition or restructuring plan, while being aware that he was legally prohibited to do so. 3- Concluded a secret agreement with the debtor granting him special advantages to the detriment of the other creditors, while being aware of the same. Article 208 Shall be punished by imprisonment whoever is not creditor and participates, while being aware of the same, in the deliberations of the preventive composition or restructuring or in the voting on the preventive composition plan or restructuring plan without the permission of the trustee or the Court. Article 209 If the crime is related to an agreement concluded between the debtor and one of the creditors in order to grant the creditor special advantages in exchange for voting on the preventive composition or restructuring to the detriment of the other creditors, the Penal Court may decide, sua sponte, to invalidate such agreement and oblige the creditor to return the monies received by him under this invalid agreement even if the judgment was rendered in favour of his quittance. The Court may also, at the request of the concerned parties, rule compensation when necessary. Article 210 Every auditor who deliberately gives incorrect data on the financial status of the debtor or confirms such data shall be punished by imprisonment. Article 211 1- Any trustee appointed according to the provisions of Title 3 or 4 of this Decree-Law, shall provide the Public Prosecution, during investigation or criminal trial, with all the required documents, clarifications and information. 2- The documents shall remain, during investigation or criminal trial, at the Court's clerk. They may be perused or an official copy thereof may be requested unless the Court decides otherwise. 3- The documents shall be returned after completion of the investigation or trial against a receipt voucher. Article 212 1- If the Court decides the commencement of the preventive composition or restructuring procedures according to the provisions of Title 3 or 4 of this Decree-Law, it shall suspend any penal procedures that were or will be taken against the debtor if arising from cases of issuance of unfunded cheques issued by the debtor before commencement of the preventive composition or restructuring procedures. 2- If the Court orders the suspension of the penal procedures according to Clause (1) of this Article, the creditor, holder of the unfunded cheque, shall be included within the creditors and his debt shall become part of the total debts of the debtor. 3- The effect of suspension of the penal procedures against the debtor shall continue until the Court, considering the request of preventive composition or restructuring, as the case may be, settles the request and authenticates the settlements made with the debtor’s creditors according to the rules regulating the procedures stated in this Decree-Law. 4- In case of the Court authenticates the arrangement reached between the debtor and the creditor according to the provisions of this Decree-Law, this shall automatically lead to the extension of the suspension of penal procedures taken directly against the debtor, until completion of implementation of the preventive composition or restructuring procedures, as the case may be. 5- If the debtor obtains a decision from the competent authority on the completion of the required procedures and settlement of debts due on the debtor to the creditor, holder of the cheque, the debtor may request the competent Court in the penal case, according to the provisions of Article (401) of the Penal Code, to issue a decision of termination of the penal case or suspension of its implementation, as the case may be. Article 213 Unless the Law stipulates otherwise, any claims or civil or commercial requests related to the implementation of the provisions of this Decree-Law, shall remain separate from any penal lawsuit filed according to the provisions of this Title. The Penal Court shall not oppose to these claims and requests and they shall not be referred to it. Article 214 The Court may publish all the penal judgments rendered in the crimes set forth in this Decree-Law, in the methods decided for the publication of the judgment of adjudication of bankruptcy according to the provisions of Title 4 of this Decree-Law. Article 215 The Court may, upon conviction of the crimes set forth in Articles (197, 198, 199, 200 and 201) of this Decree-Law, rule to deprive the losing party from directly operating, managing, supervising or playing any role in the management of any company established according to the provisions of the Commercial Companies Law or exercising any other commercial activity, for a period not exceeding (5) five years from the date of completion of the bankruptcy and liquidation procedures. The name of the losing party shall be added to the commercial or professional register, as the case may be. Article 216 The penalties set forth in this Title shall not prejudice any other more severe penalty stipulated in another Law. CHAPTER 2 REHABILITATION OF THE DEBTOR DECLARED BANKRUPT Article 217 Unless the provisions of this Chapter stipulate otherwise, the rights of which the person declared bankrupt was deprived according to the provisions set forth in this Decree-Law or any special laws, shall return thereto after five years from the date of completion of the procedures of adjudication of bankruptcy and liquidation of assets. Article 218 The debtor declared bankrupt shall be rehabilitated, even if the period set forth in Article (217) of this Decree-Law has not passed, if he paid all his debts including any original amount, expenses and interests for a period of one year, including the part from which he was acquitted. Article 219 The debtor declared bankrupt may be rehabilitated, even if the period set forth in Article (217) of this Decree-Law has not passed, in the following cases: 1- If he obtained a settlement from his creditors and implemented the terms thereof. This provision shall also apply to the joint partner in a company adjudicated bankrupt if the partner obtains a special settlement and implements the terms thereof. 2- If it was proved that the creditors have acquitted him from all the debts due from him after completion of the bankruptcy and liquidation procedures. Article 220 The debtor declared bankrupt and who was convicted in one of the crimes set forth in Article (197) of this Decree-Law, may not be rehabilitated unless after expiry of a period of (3) three years from the execution of the sentence, the pardon thereof or its prescription by time, provided that he had paid all his debts including any original amount, interests and expenses or made a settlement with the creditors in their regard. Article 221 The debtor declared bankrupt may be rehabilitated after his death, at the request of the heirs. The periods set forth in Articles (219) and (220) of this Decree-Law shall be calculated from the date of death. Article 222 If one of the creditors refrains from the collection of his debt, was absent or it was impossible to know his place of residence, the debt may be deposited at the Court's Treasury. The deposit receipt in respect of the rehabilitation shall be considered as a quittance. Article 223 1- The rehabilitation application shall be submitted enclosed with the supporting documents to the Court that issued the judgment of adjudication of bankruptcy and liquidation. 2- The Court shall send a copy of the application to the Public Prosecution and the Commercial or Professional Register Department in which the debtor is registered, as the case may be, and shall notify the creditors whose debts were accepted in the bankruptcy procedures of the rehabilitation application. Article 224 The Public Prosecution shall provide the Court, within (20) twenty working days from the date of receiving a copy of the rehabilitation application, with a report including data on the judgments rendered against the debtor declared bankrupt in the bankruptcy crimes, trials, or ongoing investigations in this regard, as well as its opinion concerning the acceptance or rejection of the rehabilitation application, provided that this opinion is justified. Article 225 Every creditor whose debts were accepted and did not fulfil his right, may file an objection to the rehabilitation application within (15) fifteen working days from the date of notification of the same. The objection shall be made by a written application submitted to the Court, enclosed with the supporting documents. Article 226 The Court shall, after expiry of the period set forth in Article (225) of this Decree-Law, notify the creditors who filed objections to the rehabilitation application, of the date of the session set to study of the application. Article 227 1- The Court shall decide on the rehabilitation application by a judgment that may be appealed before the Court of Appeal. 2- If the rehabilitation application was rejected, it shall not be resubmitted until the lapse of a period of six months from the date of issuance of the rejection. Article 228 If, before deciding on the rehabilitation application, investigations were conducted with the debtor declared bankrupt concerning one of the bankruptcy crimes, or a penal lawsuit was filed against him in this regard, the Public Prosecution shall notify the Court immediately and the Court shall suspend the decision on the rehabilitation application until actions are taken with respect to of investigations other than the initiation of the penal lawsuit in motion or issuing a final judgment thereon. Article 229 If a judgment was issued convicting the debtor in one of the bankruptcy crimes after the issuance of the rehabilitation judgment, this last judgment shall be considered void ab initio and the debtor will not be rehabilitated unless under the terms set forth in Article 220 of this Decree-Law. TITLE 7 FINAL PROVISIONS Article 230 1- The Articles (417, 418, 419, 420, 421 and 422) of the Federal Law no. (3) of 1987 promulgating the Penal Code shall be abrogated. 2- Title 5 of the Federal Law no. (18) of 1993 on the promulgation of the Commercial Transactions Law shall be abrogated. 3- Any provision violating or contradicting the provisions of this Decree-Law shall be abrogated. The text of a new Article 230 (bis) was added by virtue of Article 2 of Federal Decree-Law No. 23 dated 04/09/2019, as follows: Article 230 bis The Council of Ministers shall issue the necessary decisions to implement the provisions of this Decree-Law, and may amend any periods stipulated therein, upon the proposal of the Minister. Article 231 This Decree-Law shall be published in the Official Gazette and shall enter into effect three months after the date of publication thereof. Issued by Us at the Presidential Palace in Abu Dhabi: On: 20 September 2016 Corresponding to: 18 Dhi Al-Hijjah 1437 H Khalifa bin Zayed Al Nahyan President of the United Arab Emirates The present Federal Decree-Law was published in the Official Gazette, issue no. 604 (Annex), p. 53. [1] The amendment concerns the abrogation of Articles (417 to 422) of Federal Law no. 3/1987. [2] The amendment concerns the abrogation of Book 5 (Article 645 to 900) of Federal Law no. 18/1993. [3] The phrase “Federal Law No. (4) of 2004” has been mentioned in the Official Gazette, but it should rather be “Federal Law No. (8) of 2004”, thus a mention is in order. [4] This word has been added by virtue of a mention and a correction notice issued in the Official Gazette Issue no. 673 dated 27/02/2020, p. 15, thus a mention is in order.

Federal Law No. 17 of 2004 Concerning Combating Commercial Concealment We, Zayed Bin Sultan Al Nahyan, President of the United Arab Emirates State, Pursuant to the perusal of the Constitution; and Federal Law no. 1 of 1972, regarding the Jurisdiction of Ministries and the Powers of the Ministers and the amending laws thereof; and Federal Law no. 5 of 1975 regarding the Commercial Register; and Federal Law no. 4 of 1979 regarding Quashing Adulteration and Fraud in Commercial Transactions; and Federal Law no. 18 of 1981 regarding regulation of Commercial Agencies, and the amending laws thereof; and Federal Law no. 8 of 1984 regarding Commercial Companies, and the amending laws thereof; and Federal Law no. 9 of 1984 regarding Insurance Companies and Agents, and the amending laws thereof; and The Penal Code issued by Federal Law no. 3 of 1987; and The Penal Procedural Code issued by Federal Law no. 35 of 1992; and The Commercial Transactions Law issued by Federal Law no. 18 of 1993, and Federal Law no. 18 of 1995 regarding Simple Crafts, and Acting upon the proposal of the Minister of Economy and Commerce, and the approval of both the Council of Ministers and the Federal National Council, and the ratification of the Federal Supreme Council, Have promulgated the following Law: Article 1 In applying the provisions of this Law, the following terms and words shall have the meanings stated opposite to each unless the context indicates otherwise: The State: The United Arab Emirates State. The Ministry: The Ministry of Economy and Commerce. The Minister: The Minister of Economy and Commerce. The competent authority: the Local authority in the concerned Emirate. The committee: The committee of combating commercial stimulation. Concealment: Enables the foreigner - whether physical or juristic person - from carrying out any economic or professional activity not allowed to be carried out according to the laws and regulations in effect in the State whether to his account or in participation with third parties, or enables him to evade the liabilities resting upon him. The Concealer: Every physical or juristic person who enables the foreigner –whether physical or juristic person - to carry out any economic or professional activity prohibited to be performed by him within the State. The concealed: Any foreigner – whether physical or juristic person – carries out, with the aid of a concealer, any economic or professional activity prohibited to be carried out by him in the State with the aid of the concealer. Article 2 Concealment of any foreigner is prohibited– whether physical or juristic person – and whether it is carried out by using the name, the license, the commercial register of the concealer or by any other means in the light of the definition of concealment mentioned in Article 1 of the present Law. Article 3 Without prejudice to any severer penalty specified by any other law, the concealer shall be sentenced to a fine not in excess of one hundred thousand Dirham. The fine shall be repetitive by the number of the activities concealed. In case of recurrence, the penalty shall be imprisonment of the concealer for a period not exceeding two years and by a fine of one hundred thousand Dirhams. The concealed person shall be liable to the same sentence together with his deportation from the State after execution of the penalty and payment of the liabilities due by him. Article 4 The condemnation according to the provisions of the preceding Article shall result in striking off the entry of the concealed from the commercial register regarding the activity concealed, and cancellation of the license granted to him, in addition to depriving him from carrying out this activity for a period that may range between two years and five years as of the date of the judgment. The abstract of the judgment shall be published at the expense of the condemned person in two daily newspapers issuing in the State provided that one is in Arabic. Article 5 The Official assigned to control the implementation of the provisions of this Law and its implementing regulations designated by a decision given by the Minister of Justice and Islamic Affairs and Endowments in agreement with the Minister and the competent authority shall have the capacity of judicial officers to detect any violation to the provisions of this Law, and its implementing regulations and decisions, they shall be empowered to review all the records and documents of the relevant economic and professional activities. Article 6 The Minister shall issue the regulations and decisions required for the implementation of the present Law in coordination with the competent authorities. Article 7 This Law shall be published in the Official Gazette and shall come into force three years subsequent to its publication. Promulgated by Us at the Presidential Palace in Abu Dhabi .On 8 Ramadan 1425 H Corresponding to 2004/11/1 Zayed Bin Sultan Al Nahyan President of the United Arab Emirates State .This Federal Law has been published in the Official Gazette, issue no. 422, page 11

Cabinet Resolution no. (55) of 2021
Concerning the Determination of the List of Activities with Strategic Impact

The Cabinet:

• Having perused the Constitution;
• The Federal Law No. (1) of 1972 concerning the Mandates of Ministries and Powers of Ministers, as amended;
• The Federal Law No. (2) of 2015 on Commercial Companies, as amended; and
• Upon the proposal of the Minister of Economy and the approval of the Cabinet,

Has resolved:

Article (1)
Definitions

In the application of the provisions of this Resolution, the following words and expressions shall have the meanings ascribed to each of them, unless the context otherwise requires:
UAE: means the United Arab Emirates.
Competent Authority: means the Authority in charge of the companies affairs in the relevant Emirate.
Regulatory Authority: means the federal entity in charge of the regulation of Activities with Strategic Impact.
Committee: means the Activities with Strategic Impact Committee.
List of Activities with Strategic Impact: means the list which includes the activities that are subject to the controls necessary for licensing companies which conduct any of such activities according to the conditions and requirements of the Regulatory Authorities.
Foreign Investor: means the natural or moral person who has not the UAE nationality and invests in the UAE.


Article (2)
List of Activities with Strategic Impact
 

1. The List of Activities with Strategic Impact and controls for licensing companies which conduct any of such activities shall be specified in the manner as shown in the following table:

 

#	Activity	Regulatory Authority	Conditions and controls
1	Security, Defense and Military-type Activities	Ministry of Defense (MOD) Ministry of Interior (MOI)	They are subject to the approval and requirements of the MOD and MOI, each according to its competence, in terms of: Determination of shareholding proportion of citizens and/or shareholding proportion of Foreign Investor. Determination of the shareholding ratio of citizens and/or the shareholding ratio of Foreign Investor in Boards of Directors (if any). Any other conditions or controls considered by the MOD or MOI.
2	Banks, exchange bureau, finance institutions and insurance activities	Central Bank of the UAE (CBUAE)	They are subject to the approval and requirements of the CBUAE, in terms of: Determination of shareholding proportion of citizens and/or shareholding proportion of Foreign Investor. Determination of the shareholding ratio of citizens and/or the shareholding ratio of Foreign Investor in Boards of Directors (if any). Any other conditions or controls considered by the CBUAE.
3	Currency printing
4	Telecommunications	Telecommunications & Digital Government Regulatory Authority (TDRA)	They are subject to the approval and requirements of the TDRA, in terms of: Determination of shareholding proportion of citizens and/or shareholding proportion of Foreign Investor. Determination of the shareholding ratio of citizens and/or the shareholding ratio of Foreign Investor in Boards of Directors (if any). Any other conditions or controls considered by the TDRA.
5	Hajj and Umrah Services	General Authority for Islamic Affairs and Endowments  (GAIAE)	They are subject to the approval and requirements of the GAIAE, in terms of: Determination of shareholding proportion of citizens and/or shareholding proportion of Foreign Investor. Determination of the shareholding ratio of citizens and/or the shareholding ratio of Foreign Investor in Boards of Directors (if any). Any other conditions or controls considered by the GAIAE.
6	Holy Quran Recitation Centers

 

2. Activities with Strategic Impact in which the shareholding of the citizens is determined:

 

#	Activity	Conditions and Controls
7	Services related to fisheries	Shareholding proportion of citizens in this Activity is 100%.

Article (3)
Procedures for Approval of Licensing Companies which conduct any of the Activities with Strategic Impact
 

1. A Foreigner Investor wishing to conduct an Activity with Strategic Impact pursuant to para. (1) of Article (2) hereof shall submit to the Competent Authority an application for license in accordance with the controls and conditions provided for in the federal and local laws relevant to the activity.

 

2. The Competent Authority shall submit to the Regulatory Authority the application which meets all the requirements under the provisions of para. (1) hereof within no later than (5) business days from the date of receipt of the application.

 

3. The Regulatory Authority shall, within no later than (14) fourteen business days from the date of receipt of the application or the satisfaction of all conditions and requirements as set forth in para. (2) above decide either to:

1. approve the application and specify the national shareholding proportion, and any conditions and controls it deems proper pursuant to para. (3) hereof; or
2. rejects the application.

 

4. The Regulatory Authority shall notify the Competent Authority of its decision in order to take the appropriate action according to the cases provided for in para. (3) above.

Article (4)
Amendment of Ownership in Activities with Strategic Impact

The Companies licensed to conduct any of the Activities with Strategic Impact shall comply with all legislation in force in the UAE.

Article (5)
Reports

The Competent Authority shall submit to the Committee on periodic basis and once every three months a statement of licensed projects with strategic impact and any amendments thereto in terms of ownership and partners.

Article (6)
Publication and Entry into Force of the Resolution

This Resolution shall be published in the Official Gazette and shall come into force on 01/06/2021.

(Seal of the Cabinet)

The original is signed by HH Sheikh

Mohamed bin Rashid Al Maktoum
Prime Minister


Issued by us:
Date   : 18 Shawwal 1442 Hijri
            : 30 May 2021 AD.