Chairman of the Authority’s Board of Directors’ Resolution No. (11/Chairman) of 2016 on the Regulations for Issuing and Offering Shares of Public Joint Stock Companies

§Preamble

SCA CHAIRMAN OF THE BOARD RESOLUTION NO. (11/R.M) OF 2016 ON THE REGULATIONS FOR ISSUING

AND OFFERING SHARES OF PUBLIC JOINT STOCK COMPANIES

The Chairman of the Board of the Securities and Commodities Authority,*

Having reviewed:

- Federal Law No. (2) of 2015 related to Commercial Companies ;

- Federal Law No. (4) of 2000 related to the Emirates Securities and Commodities Authority and Market, as amended;

- Federal Decree related to the formation of the Cabinet of the United Arab Emirates ;

- Cabinet Resolution No. (324/11 w/23 m) of 2014 in relating to the re-composition of the Board of Directors of the Securities and Commodities Authority ;

- Cabinet Resolution No. (13) of 2000 in relation to the operations of the Securities and Commodities Authority, as amended;

- Minister of Economy’s Resolution No. (206) of 2010 on the allocation of securities to subscribers and subscription proceeds, as amended ;

- Minister of Economy’s Resolution No. (70) of 2009 related to the Shares Valuation Committees and their operations, as amended;

- Minister of Economy’s Resolution No. (728) of 2008 on Book Building operations, as amended ;

- SCA Board Decision No. (38) of 2013 on the trading of Rights Issue ;

- SCA Board Decision No. (2) of 2001 related to the regulations on Trading, Clearing, Settlement, Transfer of Ownership and Custody of Securities, as amended ;

- Cabinet Resolution No. (12) of 2000 related to the regulations of Listing of Securities and Commodities, as amended; and

SCA CHAIRMAN OF THE BOARD RESOLUTION NO. (11/R.M) OF 2016 ON THE REGULATIONS FOR ISSUING AND OFFERING SHARES OF PUBLIC JOINT STOCK COMPANIES.

- taking into consideration of the approval of the Board of Directors in its tenth meeting of the fifth term, in the session convened on 11-05-2016; and

- After consulting with the Markets and as dictated by the public interest,

Hereby resolve as follows:

§Article 1 — * * * * *

Definitions In application of the provisions hereof, the following words and phrases shall bear the meanings assigned thereto respectively, unless the context otherwise requires :

The State The United Arab Emirates

Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities The Law Authority.

The Companies

Federal Law No. (2) of 2015 on Commercial Companies , Law

The Authority Securities & Commodities Authority (SCA).

The Central Bank The Central Bank of the United Arab Emirates .

The Market The securities market regulated in the State by the Authority.

The Person The natural or juristic person.

The Competent

The Department of Economic Development in the relevant Emirate Authority

The

The public joint stock company established in the State.

Issuing Company

Paragraph 5 of the definition of a qualified investor has been modified according to the Authority’s Chairman’s Board Decision No. 9 of 2020 published in the Official Gazette on 31/3/2020.

The definition of (offering) in Article (1) has been amended by The Chairman of the Authority’s Board of Directors’ Decision No(25/R.M) of 2020.

The definition of (Foreign Company) in Article (1) has been amended byThe Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

The definition of (Free zone Company) in Article (1) has been added byThe Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

The qualified Investor has been amended according to The Chairman of the Authority’s Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms.

The Foreign Company: the company established outside the state in a form of a public The Foreign joint-stock company or the like, supervised by a regulatory authority similar to the Company Authority, and demanding to offer portion of its shares in the state in accordance with the provisions hereof.(

The person who duly signed the Memorandum of Association of the Company and The Founder owns a percentage of its capital in cash or contributed in-kind upon its incorporation.

The invitation in public subscription in the shares of the issuing company, the foreign The Offering company, or the free zone company within the state(.

The Share A share in the Company's capital.

The Prospectus The document which sets out the details, terms and conditions of the Public Offering.

The Qualified Professional investor or Counter party according to the Regulations Manual of the Investor* Financial Activities

The Subscriptions The juristic person appointed in the Prospectus and tasked with receiving the Receiving Body subscriptions funds in accordance with the provisions hereof.

The juristic person licensed by SCA to manage the issuance and marketing of shares on The Financial behalf of the Issuing Company, The Financial Advisor provides financial consulting Advisor relevant to the Offering, and coordinates with SCA, the other Parties to the Offering, and the Appraiser of In-kind Shares in accordance with the provisions hereof.

The juristic person licensed by SCA, which is responsible for providing advice to the The Listing Issuing Company and ascertaining that the Company meets the requirements for the Advisor listing, in addition to its continuous compliance with such requirements. in accordance with the provisions hereof.

The Parties to the The Subscription Receiving Body, the Financial Advisor and the Listing Advisor Offering

A task assumed by the Financial Advisor for covering any remaining shares of the Underwriting Offering and re-tendering those shares in accordance with the provisions hereof.

The Appraiser of The entity approved by the Authority to perform the tasks of appraising the in-kind In-kind

contributions of the Issuing Company in accordance with provisions of this Resolution. contribution*

The Strategic The shareholder that contributes technical, operational or marketing support to the Shareholder Company that is considered beneficial to the company.

A set of controls, standards and procedures that are in accordance with SCA’s framework and that achieve institutional discipline in the Issuing Company's management in accordance with global standards and practices by identifying the The Governance responsibilities and duties of the members of the Board of Directors and the Executive Management of the Company, and takes into consideration the protection of shareholders' rights and the regulation of relationship with any stakeholder.

The Member of the Board of Any member of the Board of Directors, including the chairman of the issuing company . Directors

A financial instrument that represents the preferential right, granted by law to the The Rights Issue Company's shareholders, to subscribe to any increase of capital.

The process through which the price of the shares is determined upon its issuance or Book building offering in accordance with the provisions hereof.

The official working days in the ministries, governmental authorities and Business Day local authorities.

Free Zone: The free zone established in any of the Emirates of the State, including free zones and financial free zones. *

Free Zone Company: The company established in the Free Zone in a form of public joint-stock company or the like, in accordance with the legislation in force in the Free Zone, and demanding to offer its shares in the State in accordance with the provisions hereof.(

The definition has been amended by virtue of The Chairman of the Authority’s Board of Directors’ Resolution NO. (27/R.M) of 2019 The definition of (Free zone) has been added by by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

§Article 2 — *

Scope of Application

.1Subject to the provisions of the Companies Law, this regulation shall be applicable to all matters related to offering and issuing of shares of local public joint-stock companies, the foreign company and the free zone company in the State, and the procedures and processes of subscription and allocation, the parties to offering, the appraiser of in-kind shares, and other party participating therein.

2. No shares of local public joint-stock company, foreign company, and free zone company may be issued or offered in the State, without the Authority approval in accordance with the provisions hereof(.

§Article 3

§Article 4 — Second: Companies Offering their Shares after conversion

First: In order to approve a company’s share Offering conversion, the following conditions must be met:

1. A special resolution must have been issued in relation to the conversion of the company into a Public Joint Stock Company.

2. The Competent Authority's approval of establishing the Company as a public joint stock company must have been obtained.

.3The value of interests or shares issued must have been paid in full, or the partners' interests must have been paid in full.

.4The Company must have released its audited financial statements for two fiscal years preceding the Offering request and updated its financial statements no later than three (3) months prior to the publication of the Prospectus.

5. The Company must have achieved a net operating profit distributable to shareholders or partners of not less than (10%) of its capital during the previous two financial years preceding the approval of its conversion.

6. The senior management of the Company must have the adequate qualifications and expertise for managing its business.

.7A Subscription Receiving Body must have been appointed

8. Submission of prospectus for Authority's approval .

Second: The Company may , upon conversion , price its shares through Book building in accordance with the provisions hereof.

§Article 5 — Third: The Issuing Company's offering of shares to increase capital

In order to approve the Company's increase of capital , the following conditions must be met:

1. A special resolution must have been issued and the Authority must have approved the capital increase.

2. The Company's issued capital must have been paid in full.

3. The Parties to the Offering and the Appraiser of in-kind contributions (if any) must have been appointed in accordance with the provisions hereof.

4. A Prospectus for the Offering in accordance with the provisions hereof.

§Article 6 — Mechanisms for offering the shares related to the increase of capital

The issuing Company wishing to offer shares to increase capital may use the following mechanisms :

1. crease the Company's authorized capital through securing the Authority's approval.

2. : Increase the Company's issued capital by the Board of directors up to the authorized capital previously approved by the shareholders.

3. Increase the issued capitalthrough a special resolution-in the absence of any authorized capital- provided that the implementation of such resolution must take place within a year of its approval, otherwise the resolution shall be considered null and void.

4. Increase the Company's issued capital through a program which includes a series of offering deemed as a single offering, provided that the following conditions are met:

a) The General Assembly's approval of the program must have been secured by special resolution .

b) Securing the Authority's approval of the Prospectus

c) The period of the program may not exceed two years from the date of the Authority's approval of the Prospectus.

d) The Prospectus of the program shall include its term and procedures.

e) If two years have elapsed and the program has not been implemented, the authority’s approval shall be deemed null and void in relation to the program or the remaining part thereof (as the case may be).

Article 6/bis (Share Premium and Discount ) *

The company capital increase shares shall be issued with nominal value equivalent to the nominal value of original shares. However, the company may, under a special resolution and after obtaining the Authority approval, do the following:

Article (6/bis) has been added as The Chairman of the Authority’s Board of Directors’ Decision No. (06/R.M) of 2019.

1. Add share premium to the nominal value of the share, to be calculated based on the average market value of the share during the six months preceding the date of issue. The premium shall be added to the legal reserve even if it exceeds half of the capital. The Company may deduct a percent of no more than 25% of the calculated share premium .

2. Issue capital increase shares with an share discount in cases excepted by the Cabinet in accordance with the provisions of the Commercial Companies Law. This discount shall be calculated according to the mechanism established by the Company and approved by the Authority in accordance with the following conditions:

A. The Company has declared its audited financial statements for at least one financial year . B. The share discount shall be credited to the Company's paid-up capital allocation and subsequently accounted in accordance with applicable International Financial Reporting Standards (IFRS)

C. The implementation of the Company capital increase decision with an share discount shall not exceed one month from the date of its issuance, otherwise the decision shall be deemed as void and null ".

§Article 7 — Announcement of a rights offering

1. The Company shall announce to the shareholders their priority to subscribe in the Rights Issue at least twenty Business Days before the start date of subscription, provided that such announcement includes, in particular, the following details:

a) The amount and percentage of the capital increase.

b) The exercise of the Rights Issue (shares’ offering.)

c) The date of origination of the Rights .

d) The periods for listing and trading of the Rights.

e) The start and end dates for the trading of the Rights .

f) The start and end dates for the subscription to the shares of the capital increase by the holders of the Rights Issue

2. The Prospectus related to the shares of the capital-increase allocated to the Company’s shareholders shall be equivalent to a prospectus of the Rights Issue after including the relevant information about such rights therein.

§Article 8 — Origination of Rights Issue

.1The Company’s shareholders registered at the end of the day which precedes the start date of subscription by ten days shall be entitled to subscribe to the Rights Issue .

2. The holders of Rights may sell or use the rights to subscribe.. The Market shall set out the technical requirements and procedures allowing holders of Rights to subscribe to the capital increase shares during the trading period of such rights.

.3The trading period of Rights shall not be less than ten Business Days, provided that their end date shall be five Business Days prior to the end of the subscription period. The holders of Rights shall be those registered at the end of the clearing and settlement period for the trading of such rights. The Market shall provide the company with the final register of holders of Rights on the last Business Day of the clearing and settlement period for trading such rights .

.4The Rights shall be registered with the clearinghouse in the Market in the names of their holders and separate from the original shares .

.5The Rights shall be registered in the accounts of shareholders as follows :

a. With the brokerage or custodian companies if the original shares are registered therewith .

b. With clearinghouse if the original shares are registered therewith .

6. The capital increase shares shall be distributed to shareholders applying for subscription commensurately with the shares owned thereby, provided that this shall not exceed what they requested. The remaining capital increase shares shall be distributed to shareholders who submitted subscription requests of shares exceeding the number of shares they own. The rest of shares shall be offered to the public.

.7Ownership of Rights cannot exceed the ownership percentages provided for in the Commercial Companies Law or the Company’s Articles of Association. The Markets shall develop technical regulations to ensure the foregoing .

§Article 9 — Listing and Trading of Rights Issue

1. With the exception of subscription of the Issuing company’s shareholders to the capital increase shares in full, approval of issuance of capital increase shares shall be deemed as approval of issuance and listing of Rights originating from the capital increase shares.

2. Rights Issue shall be deemed securities to be listed and traded in the market in accordance with the provisions hereof.

3. The Rights Issue shall, ipso jure, be deemed to have been listed in the concerned market on the date scheduled in the notice of invitation for subscription.

4. The trading of Rights shall commence on the date of listing of such rights.

5. The opening price of Rights shall be determined in the first trading day in accordance with the mechanism determined by the Market and approved by SCA.

.6The Rights Issue shall be traded separately from the original share .

7. The trading of Rights shall be governed by the provisions of trading, clearing, settlement and commissions applicable to the trading of shares

8. The Rights may neither be pledged nor be be eligible for margin trading.

.9The listing of Rights Issue may, ipso jure, be annulled upon the expiry of the trading period referred to under Clause (1/e) of Article (7) hereof.

§Article 10

§Article 11 — The Prospectus*

.1The Company may not offer its shares before the approval of the Prospectus by the Authority .

2. The Company shall provide the Authority with the Prospectus in Arabic language on the form prepared for this purpose, accompanied by the information, data and documents in support of the application and in particular the following:

a) The Company-related basic risks, inter alia, its assets, liabilities and financial position.

b) The risks related to the investment in shares, including , the rights related to the shares.

c) The general conditions of the Offering, including , an estimate of the costs, which may be incurred by the investor for subscribing in the shares.

d) The reason for the offer , its purposes and the use of the proceeds.

e) A corporate governance report implemented by the company

f) The dividends policy and distribution procedures.

g) Identifying the the Parties to the Offer and the Appraiser of .in-kind contributions (if any) with the terms, details and the contractual period for each of them.

H. Details of the share premium and discount upon issuing the capital increase shares.*

3. New companies shall pro-forma future financial statements in accordance with International Financial Reporting Standards.

4. The Prospectus may not be amended except after obtaining the Authority's approval.. The amendments shall be disclosed through a supplementary prospectus.

A new paragraph no. (H) shall be added to clause No. (2), article No. (11) by The Chairman of the Authority’s Board of Directors’ Decision No. (06/R.M) of 2019.

A new paragraph (H) has been added to item (2) of Article (11) pursuant to Decision of the Chairman of the Board of Directors of the Authority No. (6/R.M) of 2019.

§Article 12 — Disclosure of the Prospectus

First: The Company shall comply with the following:

1. The Company shall deposit the prospectus with the Authority and ascertain its availability gratis to the public within a period not less than (5) Business Days before the launch of the subscription and within (15) days in case of increase of the Company's capital.

2. Disclose the offering within a period not exceeding the Business Day following the date on which the Prospectus or the supplementary prospectus is deposited, provided that such disclosure shall be published in two local daily newspapers; one of which is in Arabic language. The publication shall be made at least 5 days before the date of start of the subscription. Such disclosure shall be consistent with the form approved by the Authority.

.3The Prospectus shall include all necessary information that would enable the investor to make an informed decision. In the event the Company refrains from disclosing some material information in order to protect its interests or that of investors, the Company shall, after obtaining the Authority's approval refer to this decision in the Prospectus and state the justifications for decisions and its Consequences thereof.

4. The Company shall disclose immediately any material information that would arise after the approval of the Prospectus. The Company may decide, after obtaining the Authority's approval, not to disclose some material information to investors, with the right of disclosing such information, if necessary, to certain specified parties, provided that the latter undertake to keep such information disclosed to them confidential.

Second: The financial adviser shall, within two days or from the date on which the prospectus is approved, provide the Authority with a copy of the approved prospectus for the purpose of publishing on its website and shall also provide a copy for publication on the websites of the company and the subscription institutions.

§Article 13 — Subscribers’ Complaints

The Company offering its shares to the public shall address subscribers’ complaints in coordination with the Subscription Receiving Institutions within five Business Days, as of the complaint’s submission date. Complaints shall be submitted within the subscription period or no later than one month as of the end of subscription.

§Article 14 — Electronic Subscription

The subscription may be conducted electronically, provided that the requirments below are adhered to as a minimum:

.1The Subscription Receiving Institutions shall have an integrated and secure electronic system allowing for the identification of the subscribing investor .

2. Digital measures allowing investors to have access to the Prospectus before filling-in the e-subscription application shall be taken; the prospectus shall be in a PDF or “non-changeable” format and may not include hyper-links.

.3The subscribing investor must have a bank account.

4. The electronic-subscription system referred to above shall include detailed instructions for investors so that they are fully aware of their rights and obligations.

§Article 15 — Subscription Based on Book building

First: The companies, wishing to use the Book building process must comply with the following: An application shall be submitted to SCA on the form prepared for such purpose in order to obtain approval on book building.

1. The Company shall neither announce nor disclose, by any means whatsoever, its intention to issue or sell shares through the book building process before obtaining SCA’s approval..

2. A percentage of not less than (20%) from the subscription shares shall be offered to Retail Investors, and a percentage of not less than (60%) shall be offered to the Qualified investors, excluding newly established companies in which case the subscription is confined to eligible investors only..

3. Allocate, to qualified investors based upon the subscription applications submitted y, what has not been acquired by individual investors. Recently formed companies are exempted from this requirement. And they are restricted to qualified investors only.

4. Cancel the subscription in accordance with the Book Building Mechanism in the case where the qualified investors fail to cover the minimum stipulated for them under Clause (3) of this Article.

5. The Company shall enter into a contract with a Financial Advisor in order to conduct the Offering and IPO in accordance with the share book building mechanism and supervise the same. Such Financial Advisor shall:

a. Invite a number of the qualified investors to hold a series of meetings to display a report of the Issuing company’s business and activities.

b. Seek the opinion of the qualified investors on their initial perceptions of the value of the shares to be offered for subscription by the Issuing company.

c. Cooperate with the Issuing company in the study and analysis of the opinions given by the investors to make a decision on the details of the prospective Offering and the price range of the shares subject of the offering.

d. Cooperate with the Issuing company for preparing the preliminary prospectus in which the price range of shares is set, and submit the same to SCA for approval as a preliminary step toward announcement of the Offering, with the exception of the announcement periods specified in Clause (1) of Article (12) hereof.

e. Submit offers to investors with respect to the shares to be offered by the Issuing company.

f. Conduct explanatory and educational workshops for investors to explain the Book Building process to them.

Second: In case of failure to fill the subscription at any of its stages, SCA may refuse any new application submitted by the Company for the same purpose.

§Article 16

Receiving the Subscription and Building the Order Book as per Book Building Mechanism

1. The applications for subscription to the shares subject of the Offering shall be received from investors in accordance with the form approved by SCA and within the period shown in the Prospectus.

2. The retail investors’ subscription applications may be received at the same time of receiving the Qualified Investors’ subscription applications. The subscription applications may also be received in two stages; the first stage for the Qualified Investors (under a preliminary Prospectus determining a price range for the shares) and the second one for retail investors, and in this case the price of a share is determined in the light of the outcome of the Qualified Investors subscriptions (under a final Prospectus including a fixed price for the share). The Issuing company shall announce this price before the start of the

retail investors’ subscription period in order for them to subscribe pursuant to this price as specified in the Prospectus.

3. The Financial Advisor shall record the Qualified Investors opinions in the book for subscription orders. The Subscription Receiving institutions shall receive the subscription applications submitted by retail investors.

4. A book for subscription orders shall, be built exclusively through the subscription applications submitted by the Qualified Investors.

§Article 17 — Pricing and Allocation as per Book Building Mechanism

.1The Company shall, in collaboration with the Financial Advisor, set the price of shares in the final Prospectus after analyzing the data of the book which includes the orders for subscription that are mentioned under Clause (2) of Article (16) hereof and in accordance with the allocation mechanism disclosed in the Prospectus.

2. The allocation shall be made to retail investors in accordance with the provisions of the Companies Law and at the price arrived at as specified under Clause (1) of this Article. The price set for retail investors may be discounted compared to the one set for Qualified Investors in accordance with disclosures made in the final Prospectus.

3. Allocations to Qualified Investors shall be made in accordance with the Company’s requirement and without contradicting the contents of the Prospectus.

.4Retail investors shall pay the full value of their subscribed shares upon subscription. Qualified Investors may pay the value of their subscribed shares after allocation .

§Article 18 — Distribution of Shares to Subscribers

The Subscription Receiving institutions shall, after closure of the subscription, perform the following :

.1Allocate the shares to subscribers within a period not exceeding (5) Business Days as of the closure of subscription.

.2Refund any excess payments made by retail investors and any income arising there within a period not exceeding (5) Business Days as of the date of allocation of the shares to the subscribers .

.3In the event where the subscription exceeds the number of the shares offered, the shares shall be distributed to subscribers proportionally to their subscribed amounts or as determined in the Prospectus and approved by SCA, and the distribution shall be made to the nearest whole share .

§Article 19

§Article 20 — Conditions of Licensing the Financial Advisor or Listing Advisor *

§Article 21 — Application for Licensing

§Article 22 — Duration and Renewal of License

Article*(23) Obligations of the Financial Advisor

Article (19) has been amended by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

Articles (20) to (25) has been cancelled according to The Chairman of the Authority’s Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms

§Article 24 — *

Underwriting Obligations

§Article 25 — *

Obligations of the Listing Advisor

§Article 26 — Appraiser of In-kind contribution

First: To be approved by Authority; appraiser of in-kind shares must meet the conditions below:

- 1It shall be in one of the following forms:

a- A company incorporated in the State in accordance with Commercial Companies Law. b- A global expert house licensed in its incorporation State to appraise the in-kind contributions.

- 2It shall have a license or approval from the authority concerned with appraisal .

- 3It shall have an experience of not less than (5) years in appraisal field and not less than (3) years in the field of appraisal of the asset provided as in- kind contribution.

Second :The appraiser shall not, if being the auditor of the Issuing Company or Financial Advisor contracting with the Issuing Company, appraise the in-kind contributions of the same company .*

§Article 27 — Obligations of the In-kind Shares Appraiser*

The In-kind Shares Appraiser shall:

1. Prepare reports on the appraisal of in-kind shares in accordance with international best practices;

2. Prepare an appraisal report on the basis of current financial data that may not be older than (3) months as of the date of the appraisal report which shall not include any false or misleading information;

3. Perform the activity with the diligence of a prudent person in accordance with the provisions of the Law and the regulations issued for its implementation thereof and subject to commercial principles in this regard and principles of honesty, justice and fairness;

4. Manage conflicts of interests between its activity and any other financial activity it conducts and disclosing the same.

The Clause No. (14) has been added to Article (23) by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

The clause No . (7) has been added to Article 24 by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

Article (25) has been amended by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

The Article has been amended by virtue of The Chairman of the Authority’s Board of Directors’ Resolution NO. (27/R.M) of 2019.

The Clause (8) has been added to Article (27) by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

5. Maintain the confidentiality of data and information and refrain from disclosure

6. Disclose any shares or financial derivatives owned by it before the preparation of the report and disclosing such ownership in the appraisal report

7. Refrain from trading in shares subject of appraisal or any of the financial derivatives relevant thereto for a period of fifteen (15) days prior to issuance of the appraisal report and five (5) days after issuance of the appraisal report.

8. Provide the authority with any information according to the mechanism and time limit specified thereby(.

§Article 28 — I. Conversion of Cash Debts into Shares in the Company’s Capital

.1Subject to the Companies Law, the Issuing Company may, after obtaining the Authority's s approval, convert its cash debts into shares in the company if its capital is fully paid ;

.2Cash debts due to the federal government, local governments, public authorities and public institutions, banks, and finance companies ;

.3The board of directors shall submit to the General Assembly a study prepared by the company’s Auditor or Financial Advisor including the reasons and necessity for converting cash debts to shares in the company’s capital and the benefit to be gained by the Company from such conversion ;

4. The General Assembly shall vote on the board of directors’ proposal. In case of approval , a special resolution on increasing the capital shall be issued in order to include the creditors as shareholders in the Company in accordance with the share price specified in the board of directors’ proposal.

§Article 29 — II. Conversion of Sukuk and Bonds issued by the Company into Shares

Conversion of sukuk and bonds issued by the Company into shares shall be made in accordance with the provisions of the Prospectus as approved by the Authority. The Central Bank approval shall be required if the Company is licensed by it.

§Article 30 — *

Subject to the provisions of the Companies Law, the issuing company may issue an incentive scheme for its employees with potentials and outstanding performance by allowing them to own shares in its capital to achieve its objectives.

§Article 30 bis — Conditions and Requirements for Issuing the Scheme *

1. The issuing company’s capital shall be fully paid up, the net shareholders’ equity shall not be less than the paid up capital, and the market value shall not be less than the nominal value of the original shares.

2. The volume of issued incentive shares per Scheme shall not exceed (2.5%) of the paid up capital.

3. The Authority shall approve the Scheme and its Articles of Association before being presented to the General Assembly. The application for approval shall be submitted on the form prepared by the Authority for this purpose enclosing all the supporting information, data and documents. The Authority may add any requirements, conditions or exemptions therefrom according to the requirements of the public interest.

4. The Board of Directors shall submit the Scheme and its Articles of Association to the General Assembly for approval by a Special Resolution.

§Article 30 bis — 1

The Articles of Association of the Scheme *

I. The Articles of Association shall include, at a minimum, the following :

1. The number of incentive shares intended to be issued and the maximum number of incentive shares included in the Scheme.

.2The Scheme period, provided that the period shall not be less than three (3) years and not more than ten (10) years .

3. The Scheme’s estimated value based on the number of issued incentive shares, and the average market value per share during the period of six months preceding the General Assembly date.

.4Objective and measurable conditions and criteria to involve the employees in the Scheme.

5. The maximum limit of the entitlement of each job category of the participants in the Scheme.

Article (30) has been amended according to Decision No. (22) of 2017.

§Article 30 bis — has been added according to Decision No. (22) of 2017

§Article 30 bis — 1 has been added according to Decision No. (22) of 2017

6. The annual disclosure to the employees participating in the Scheme including the number of incentive shares allocated to each employee.

7. The mechanism of calculating the incentive share issue price, without prejudice to the provisions of this Regulation.

8. The mechanism of distributing the incentive shares to the employee participating in the Scheme and the maximum number of incentive shares that can be granted to each participating employee.

.9Defining the performance objectives required to be achieved during the stated effective period of the Scheme as a condition for the entitlement of the participating employee for the incentive shares, provided that they are associated with the general performance level of the issuing company and the performance level of each employee participating in the Scheme.

10. Formation of a committee of members who are not Board members that includes specialists in the human resources, financial and legal affairs. The committee shall enforce the provisions and criteria of the Articles of Association and follow up the fulfilment of criteria of entitlement to the incentive shares by the employees. The committee shall submit its report to the Board of Directors after being reviewed by the company’s auditor.

11. Defining the review, control and governance procedures which shall be taken by the issuing company to ensure the Scheme is objectively, accurately and fairly implemented.

12. Cases of terminating or postponing the commencement or extension of the Scheme and cases and mechanisms of removing a participating employee from the Scheme.

13. The issuing company commitment to regularly disclose the following information and data:

a. Names of the committee members that manages and supervises the Scheme.

b. Information about the employees participating in the Scheme who were granted (5%) or more of the total number of the incentive shares. In particular, such information shall include the employee’s name, position, number of incentive shares allocated thereto during the year, total number of incentive shares allocated thereto since the inception of the Scheme, and the total number of incentive shares allocated thereto at the end of the Scheme.

II. The issuing company shall not amend any items of the Articles of Association of the Scheme unless a new approval is obtained from the Authority and the General Assembly. Further, the Board of Directors shall not be authorized to determine or amend any of such items.

§Article 30 bis — (2)

Employee Participation in the Scheme *

1. The issuing company’s permanent employee who have special potentials and have been employed with the issuing company for a period of not less than 2 years shall be entitled to participate in the Scheme according to the conditions and criteria of participation.

.2An employee can participate in the Scheme under a contract concluded between the employee and the issuing company to determine the number of the incentive shares, mechanism of calculating the issue price, date of issue, conditions of the Scheme, and any other contractual terms that do not conflict with the Scheme conditions.

3. An employee who participates in the Scheme shall have the same rights and privileges that match his job category.

4. The persons indicated below shall not participate in the Scheme:

a. Members of the company’s Board of Directors .

b. Employees appointed under temporary contracts or seconded employees, or those whose retirement date falls during the Scheme term .

c. An employee whose equity, or his equity plus the equity of the Associated Group, amounts to (5%) or more of the issuing company’s shares which have the voting rights. For the purposes of the incentive Scheme, the Associated Group means the Natural Person and his/her minor children, and the Legal Person who is influenced or controlled, directly or indirectly, by any of them by way of holding an equity not less than 30% of its capital, or by controlling the same ratio .

§Article 30 bis — (3)

Issue of the Incentive Shares * *

I. The issuing company shall:

1. Apply to the Authority, at least one month before the Scheme expiry date, to approve the issue of the incentive shares for the entitled employees. The application shall enclose a report by the auditor to confirm that the issuing company has complied with the Scheme conditions. The report shall include the names of the entitled employees, the number of incentive shares to be issued, and the issue prices, without any conflict with the Articles of Association or the applicable legislation.

§Article 30 bis — 2 has been added according to Decision No. (22) of 2017

§Article 30 bis — 3 has been added according to Decision No. (22) of 2017

Clause No. (5) of article ( 30/ bis 3) has been deleted by The Chairman of the Authority’s Board of Directors’ Decision No. (06/R.M) of 2019.

.2Issue the incentive shares after disclosure of the annual or interim financial statements .

3. The market value of the total incentive shares allocated to an employee shall not exceed double the total annual salary and annual remuneration of the employee on the date of issue.

4. Issue the incentive shares at a nominal value that equals the nominal value of the original shares.

5. ".

6. Terminate or extend the term of the Scheme in case the market value of the share is less than its nominal value on the date of issue of the incentive shares.

7. Receive the full issue price from the employee and not pay the price of such shares on behalf of the employee, directly or indirectly.

II. In the event the Authority has approved the issue of the incentive shares, and one of the following events occurred to the issuing company: merger, acquisition, decrease of capital, issue of bonus shares, issue of subscription rights, or change of the market price due to the change of the issuing company’s capital, the issuing company may adjust the issue price of the incentive share with the necessary amount to maintain the difference between the issue price and the market value of the original shares, subject to the Authority’s consent of such adjustment.

§Article 30 bis — 4

General Provisions *

.1The issuing company may launch several incentive schemes subject to a minimum interval of 3 years between the schemes and provided that the total incentive shares issued under all Schemes which were or will be issued by the issuing company shall not exceed (10%) of the total paid-up capital.

.2The employee’s right to the Scheme shall neither be traded nor assigned to a third party, except in the cases of a will and inheritance .

.3The issuing company shall disclose in the notes to the annual financial statements and the governance report the data of the Scheme, including the names of each employee who received incentive shares, his employment period, the number of his incentive shares, the sum paid by the employee, the market value of the incentive shares on the due date and percentage thereof of the Scheme, as well as the total market value of the incentive shares granted to the employee in the previous schemes .

.4Subject to the Authority’s approval, the issuing company may outsource a specialized third party (such as the financial markets in the State, the Custodians, or specialized consultation companies) to manage and organize the Scheme and assume the functions of the committee formed for this purpose, provided

§Article 30 bis — 4 has been added according to Decision No. (22) of 2017

that there shall be no relationship between such third parties or employees thereof and the members of the company’s Board of Directors or the CEOs. Moreover, the activities of such third parties shall be reviewed by the company’s auditor.

§Article 31 — IV. The Strategic Shareholders Participation

1. Subject to the Companies Law, a Company may, by virtue of a special resolution , permit the entry of one or more strategic partners as shareholders in the Company at the price agreed upon between both parties.

2. The board of directors shall present to the General Assembly a study explaining all the benefits to be gained by the Company from the entry of the strategic partner as a shareholder therein.

3. The strategic shareholder must :

a. Practice an activity similar or complementary to the Company’s activity that leads to an actual benefit thereto;

b. The Strategic Shareholder must have issued two financial statements for at least two financial years; The Federal and local governments shall be exempted from such condition;

c. The Strategic Shareholder may be a foreign party, provided that this does not violate the National ownership requirements or the Company's Articles of Association;

.4If the board of directors fails to offer the new shares to the Strategic Shareholder within three months of the special resolution or if the Strategic Shareholder fails to subscribe to such shares within a period of not more than thirty (30) days from the date of the offer, the General Assembly’s resolution in this respect shall be deemed null and void.

.5The Company shall execute an agreement with the Strategic Shareholder that clarifies the conditions of its shareholding in the capital of the company and any exit mechanisms

§Article 32 — V. Incorporation of the Reserves into the Capital

The Company may, by virtue of a special resolution , incorporate the reserves into the Company’s capital by issuing premium shares to be distributed to shareholders proportionally to the shares already owned

by them or by increasing the share’s nominal value by the percentage of the capital increase. This shall not result in any imposition of any financial burden on the shareholders.

§Article 33 — Conditions of Approval of the Offering * * * * *

First: Conditions for approval of a foreign company offering of its shares in public subscription in the State(

1. There must be an approval by the regulatory body of the home jurisdiction of the Company;

2. The shares issued g shall be listed in the home jurisdiction market which shall be subject to a regulatory body equivalent to SCA;

.3The shares offered to the public must be listed in the Market;

4.Perform all the listing requirements in force with the authority and the Market(.

.5The foreign company shall meet the offering conditions of an Issuing Company in addition to the following conditions:

a. The shares issued for offer in the State shall not exceed (30%) of the Company’s capital ;

b. The Prospectus shall include information similar to those required by the Authority;

c. The Company has practiced an independent activity as a main activity thereof or through one or more of its subsidiaries throughout at least three fiscal years ;

d. The Company has declared its audited financial statements for at least three fiscal years prior to the application for Offering. The period extending from the most recent audited financial statement included in the Prospectus shall not be more than three months to the date of disclosure of the Prospectus. In the

Clause (First) has been added to Article (33)by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

Clause (4) in article (33) has been amended by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

(F) has been added to Clause (5) in article (33) by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

Clause (6) has been added to article (33) by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

(Second and Third) has been added to article (33) by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

event that such period is more than three months to the date of release of the Prospectus, the Authority may request more recent audited financial statements;

e. The Company has achieved operational profits during the two fiscal years prior to offering .

f. The company has paid the subscribed fees for the offering(.

6. Provide the authority with any information according to the mechanism and time limit specified thereby(.

(Second: Conditions for approval of a free zone company offering of its shares in the State : In order for the Authority to issue approval for a free zone company to offer its shares in public subscription in the State, the following shall be complied with :

)1The company shall be subject to a free zone companies registrar - approved by the Authority - that will supervise and control the affairs of free zone companies .

)2The existence of a cooperation agreement between the authority and the registrar of companies in the free zone in the field of supervision and control according to the form prepared by the authority for this purpose.

)3Provide the authority with no objection letter for offering and listing of its shares in public subscription in the State issued by the Registrar of companies in the free zone .

)4The issuance of a decision by the company's general assembly approving the offering and listing of its shares in public subscription in the State .

)5The shares offered in public subscription shall be listed in the market.

)6All listing requirements in force with the Authority and the Market shall be met. )7The company paid-up capital shall not be less than AED (20) million .

)8The net shareholders’ equity shall not be less than (100%) of its paid-up capital. )9The shares offered in public subscription in the State shall not be less than (25%) and not more than (70%) of its capital. As an exception, a percentage of (100 %) of its capital may be offered, if it is limited to the qualified investor.

)10The Company has practiced an independent activity as a main activity thereof or through one or more of its subsidiaries throughout at least two fiscal years prior the offering application . )11The Company has declared its audited financial statements of its main activity or of its subsidiary companies' activities for at least the two fiscal years prior the offering application. The period extending from the most recent audited financial statements included in the prospectus shall not be more than three months to the date of disclosure the prospectus. In the event such period is more than three months to the date of disclosure the prospectus, the recent audited financial statements must be submitted.

)12The Company has achieved net profits from its main activity or from the activities of its subsidiaries during at least two fiscal years prior the offering application .

)13Provide a subscription prospectus according to the form approved by the Authority . )14Appoint the parties to the offering process and the appraiser of in-kind shares, if any, according to the provisions of this regulation before the start of the offering process, provided that the appointment of the

listing Advisor continues for a period of one year from the date of listing in the market. Its appointment may be extended according to the market's discretion after consulting with the free zone company before at least three months of the expiry date of his appointment.

)15The higher management of the company shall has sufficient competencies and experiences related to the company's activity to manage its business.

)16Provide sufficient working capital for period of (12) months subsequent to the date of the Authority’s approval of the prospectus.

)17Provide the Authority with any information according to the mechanism and time limit specified thereby.

)18Pay the subscribed fees for the offering .

Third: A free zone company may offer its shares through the Book Building Mechanism in accordance with the provisions hereof

Article (33/ bis) *

The provisions of Chapter 2 and Chapter 3 of this regulation shall apply when a foreign company or a free zone company offers its shares in the State (.

§Article 34

The Authority may take all the actions necessary to supervise, monitor and inspect the Issuing companies, Parties to Offering or the Appraiser of In-kind contributions in order to ensure their commitment to the Law and the Authority’s regulations or the decisions issued in implementation thereof. The Authority may also investigate any violations discovered through its inspection or included in any complaints received by it.

SCA may condition any license or approval issued thereby to the conditions and restrictions it deems appropriate as dictated by the public interest.

Article (33/bis) has been added by The Chairman of the Authority’s Board of Directors’ Decision No. (25/R.M) of 2020.

§Article 35 — Request for Data and Information

In implementation of the provisions of the present Regulations, the Authority may request any additional clarifications, information, documents or data from companies, Parties to Offering, Appraiser of In-kind contributions or employees thereof, any of the participating parties or investors.

The Authority may also add any conditions or requirements or grant exemptions from any of the same as it deems appropriate.

§Article 36 — Complaints

The Authority shall have jurisdiction in relation to any complaints relevant to the Offering, listing, issuance, subscription and their procedures and any involved party, including the Parties to the Offering and the Appraiser of in-kind contributions may take all appropriate decisions thereon. The Authority may implement such decisions in accordance with any method it deems appropriate.

§Article 37 — Administrative Measures

In case of violation of the provisions of the present Regulations, the Authority may take any of the following administrative measures:

.1Suspend the issuance, offering or subscription of local or foreign companies

.2Cancel the approval of the Appraiser of in-kind contributions or denying it from approvals for a period not exceeding three (3) years ;

.3Cancel the investors subscriptions and request that the subscription receiving institutions refund monies to investors with interest earned (if any)

Penalties

§Article 38

The actions committed in violation of the provisions of the present Regulations shall be subject to the penalties specified in the Law and SCA’s controls and procedures for settlements for crimes pertaining to public joint-stock companies:

1. The Authority may impose any of the following penalties on the licensed bodies in accordance with the provisions of the present Regulations:

a. issue a warning to the violator

b. Suspend the licensed company from practicing the activity for a period not exceeding one (1) year .

.2The Authority may cancel the license in any of the following events:

a. Lacking any licensing or approval conditions required by virtue of the present Regulations ;

b. Serious violation of any of its duties or obligations;

c. Default on payment of the annual license renewal fees or the prescribed fines ;

d. Issuance of a final court judgment declaring the insolvency of the company;

e. Dissolution and liquidation of the company ;

f. Failure to commence business activities three months (3 months) after obtaining license. The Authority may also impose any of the following penalties on employees of licensed entities for violations or breach of regulation

a. Written warnings;

b. Suspension from practicing the profession for a period not exceeding two (2) months ;

c. Cancellation of the accreditation.

§Article 39 — Disclosure of the names of the violators

The board of directors of the Authority may resolve to publish the names of the violators as per the provisions of the Law and the regulations and decisions issued thereunder in addition to the publication of the violations and penalties taken against them by the means it deems appropriate .

§Article 40

Any aggrieved party may appeal SCA’s decisions issued in implementation of the provisions hereof within

(30) days as of the date of notification.

§Article 41

The Authority shall issue the decisions, forms and procedures necessary for the implementation of the provisions of the present Regulations.

§Article 42

Any provision violating or contradicting the provisions of these Regulations shall be repealed .

§Article 43 — Entry into Force of the Regulations

These Regulations shall be published in the Official Gazette and shall enter into force as of its publication .

Eng. Sultan Bin Saeed Al-Mansouri

Chairman of the Board

Issued in Abu Dhabi, on 06/06/ 2016 .