Chairman of the Authority's Board of Directors’ Resolution No. (18/Chairman) of 2017 Concerning the Rules of Acquisition and Merger of Public Joint Stock Companies

§Preamble

Decision of the Chairman of the SCA Board of Directors No. (18 / R.M) of 2017 Concerning the Rules of Acquisition and Merger of Public

Shareholding Companies The Chairman of the Board of Directors of the Securities and Commodities Authority, having considered -The Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities Authority and Market, and amendments thereof; -The Federal Law No. (4) of 2012 concerning the Regulation of Competition; -The Federal Law No. (2) of 2015 concerning Commercial Companies; -The Federal Decree No. (28) of 2016 concerning the Formation of the Cabinet of the United Arab Emirates;

-The Cabinet Resolution No. (13) of 2000 concerning the Regulation for the Functioning of the Emirates Securities and Commodities Authority, and amendments thereof;

-The Cabinet Resolution No. (324/11 and / 23) of 2014 concerning the Restructuring of the Board of Directors of the Securities and Commodities Authority, -The SCA Board of Directors’ Decision No. (3/R) of 2001 concerning the Regulation for the Functioning of the Market, and amendments thereof; -The SCA Board of Directors’ Decision No. (42) of 2015 concerning the Controls and Procedures for Reconciliation in Crimes related to Public Shareholding Companies, and -Based on the approval of the Board of Directors of the SCA at its seventeenth meeting of the fifth session in its meeting held on 17/05/2017, Has decided:

§Article 1 — Definitions

In the application of the provisions of this Decision, the following words and expressions shall have the meanings assigned thereto unless the context indicates otherwise:

State: The United Arab Emirates.

Government: The Government of the United Arab Emirates or a Government of the members emirates of the Union, its governmental bodies and any public

corporate person.

Law: Federal Law No. (2) of 2015 concerning Commercial Companies. Ministry: The Ministry of Economy.

Central Bank: The United Arab Emirates Central Bank.

Authority: The Securities and Commodities Authority.

Competent Authority: The local competent authority concerned with the affairs of companies in the relevant Emirate.

Registrar: The Registrar of Companies appointed by the Minister of Economy and who carries out his duties through the Companies Department in the Ministry.

Target Company: A public shareholding company, subject of the acquisition, which is incorporated in the State and has offered its shares for public subscription or has listed its shares on the Market.

Securities: Shares which have voting rights and/or the voting rights, regardless of the reason of holding thereof, in the Target Company.

Market: The securities market licensed by the Authority in the State. Person: A natural or corporate person.

Acquirer: Any party wishing to acquire the Securities.

Acquisition: The holding of the Securities by the Acquirer by way of buying and/or Swap or under any special agreement, deal, or arrangement, pursuant to the acquisition terms and ratios specified in this Decision.

Swap: Assignment of the Securities by their holders to the Acquirer in exchange for a non-monetary consideration by the Acquirer.

Swap Coefficient: An arithmetic process conducted with the aim of Swap. Offer: A proposal presented by the Acquirer to the holders of the Securities with the aim of buying an/or holding them by a Swap.

Offer Document: A bulletin approved in accordance with the technical requirements set out by the Authority, which contains the information and details of the Offer submitted to the Securities’ holders.

Relatives: Father, mother, brother, sister, children, spouse, father-in-law, mother- in-law, and children of the spouse.

Associated Group: 1.The persons who are joined by an agreement or arrangement with the purpose of holding, influence or control, directly or indirectly, with a ratio exceeding (30%) of the Securities.

2.The Natural Person and his/her minor children, and the Corporate Person influenced or controlled, directly or indirectly, by any of them by way of holding over (30%) of its capital, or by controlling with the same ratio. 3.The Natural Person and his/her minor children, and the Corporate Person influenced or controlled, directly or indirectly, by any of them by way of holding not less than (5%) and not more than (30%) of its capital, or by controlling the same ratio, unless they prove there is no agreement or arrangement between them with the purpose of holding, influencing, or controlling, directly or indirectly, a ratio of more than (30%) of the Securities.

4.The Relatives, unless they prove there is no agreement or arrangement

between them with the purpose of holding, influencing, or controlling, directly or indirectly, a ratio of more than (30%) of the Securities.

Associated Consultants: Any specialist consultant providing financial, legal, accounting, or technical consultations to any of the parties to the Acquisition in relation to the Acquisition.

Independent Consultants: Any specialist consultant who has not provided financial, legal, accounting, or technical consultations in relation to the Acquisition during the year preceding the submission of the Offer, and who has no material or conflicting interest, direct or indirect, with any of the parties to the Acquisition.

Adverse Material event: Any unexpected contingent event that arises post the submission of the Offer, and which has a concrete adverse impact on the Target Company, its activity, or the value of its shares.

Concerned Persons: All the parties involved in any Acquisition in accordance with the provisions of this Decision including the members of the Boards of Directors, Executive Managers, Consultants, Account Controllers, and insider employees who have access to information at the Acquirer and Target Companies.

Related Parties: The Company’s Chairman, members of the Board of Directors, members of the Senior Executive Management, employees, and the companies in which any of such persons hold (30%) or more of their capitals, as well as any affiliate, sister, or allied companies.

Stakeholders: Any person who has an interest with the Company, such as the Securities’ holders, employees, creditors, clients, suppliers, and potential investors.

First Closing Date: The closing date of the period to receive the Offer acceptance requests, being no later than the 28th day from the next day of receiving the Offer by the Target Company.

Second Closing Date: The closing date of the period to receive the Offer acceptance requests, in case of extension/amendment, being no later than the 60th day from the next day of receiving the Offer by the Target Company. Special Resolution: A resolution issued by the majority vote of the shareholders holding at least three quarters of the shares represented in the General Assembly Meeting of the Public Shareholding Company.

§Article 2

Without prejudice to the provisions of legislation and Articles of Association of the Companies, in relation to the ownership percentages by non-UAE nationals therein, and subject to the provisions of the law, the provisions of this Decision shall apply to the Acquisitions of Securities in a public shareholding company incorporated in the State and offered its shares for public subscription or listed in a financial market in the State. the Decision shall also apply to Mergers to which a public shareholding company is a party to.

§Article 3

Notwithstanding Article (2) herein, the provisions of this Decision shall not apply to the Acquisitions and Mergers which started prior to its effective date.

§Article 4 — Exemptions and Exclusions

For any of the following cases, the Authority may make an exception from all or some of the provisions of this Decision:

1.The Acquisitions made by the Government or a strategic partner. 2.The Acquisitions made to restructure the distressed companies. 3.The conversion of the Securities arising from inheritance, will and endowment. 4.Purchase of Securities to execute a guarantee or a warranty. 5.Increase of the shareholder’s share in the Company due to restructuring of loans arising thereon.

6.Holding of Securities in accordance with the underwriting agreement. 7.Assignment of Securities among Associated Companies to the Holding Company, its affiliates, or among affiliates.

8.The Securities held when this Decision enters into force, Without prejudice to Article (8/2) of this Decision.

9.In the event the Securities ownership ratio drops to between (30%) and (50%+ 1 Security), Without prejudice to Article (8/2) of this Decision. 10.Any other cases required for public interest.

Case of Submitting an Offer to Acquire Convertible

Securities

§Article 5

Any Person holding convertible Securities in the Target Company’s capital shall submit an Offer of Acquisition in accordance with the provisions of this Decision only when he practices the right of conversion.

Offer Price

§Article 6

The Offer Price may not be lower than the highest price of the following: 1.The market price on the first day of the Offer.

2.The closing price prior to the first day of the Offer commencement. 3.The average price during the 3 months preceding the start of the Offer. 4.The highest price paid by the Acquirer to buy the Securities during the 12 months preceding the submission of the Offer.

Confidentiality

§Article 7

Without prejudice to the legally prescribed disclosure rules, and prior to announcement of the Offer, the Concerned Persons shall not disclose any confidential information in relation to any Offer/ potential Offer, and they shall conduct the due diligence process maintaining the confidential information, in particular the information which influences the price of the Securities. All the Concerned Persons shall take all the necessary measures to prevent the leakage of any information regarding any Offer/ potential Offer, as well as not leak or publish any statements or allow any person, entity, or a certain investor group to have access to any information concerning the Acquisition prior to announcement of the Offer.

Providing any concerned party with information, whenever it is absolutely necessary shall not be deemed a disclosure of confidential information, provided that the disclosing person informs the concerned party that the information is confidential. The concerned party shall be liable to conduct the due diligence process to prevent leakage of such information.

Types of Acquisition

§Article 8 — Mandatory Acquisition

1.In the event the ownership ratio of any Person, or a group of associated persons or Related Parties amounts to (30% + 1 Security) and more of the Target Company after the provisions of this Decision enter into force, he/they shall take the following actions:

a.Immediately stop increasing the ownership ratio in the Target Company. b.Immediately inform the Authority of the ownership ratio, and whether there is an intent of Acquisition.

c.In the event there is an intent of acquisition, submit an Offer in accordance with the provisions of this Decision, and the Securities which exceeds the (30%) shall not have voting rights until the Acquisition is performed successfully, unless otherwise is decided by the Authority in accordance with the provisions of the

Law.

d.In the event there is no intent of Acquisition, the ownership ratio shall be lowered to (30%) and below provided that no damage is caused to the Market, within a period of no more than 3 months from the date of notifying the Authority. The Securities exceeds the (30%) shall have no voting rights. 2.Any Person or a group of associated persons or Related Parties holding an ownership ratio ranging between (30%) and (50% + 1 Security), before the provisions of this Decision enter into effect, shall submit an Offer in case he/they has/have increased his/their ownership ratio by (1%) of the Securities. For the purpose of calculating such (1%), the ratio of the last purchase transaction shall be added to the ratios bought in the preceding last (6) months without counting the transactions completed before this Decision enters into force. This article shall apply to any Person or groups of associated persons or related parties holding (50% + 1 Security) and above if their ownership ratio fell to between (30%) and (50% + 1 Security).

3.Upon executing the Offer, the following conditions shall apply: a.If the number of the Securities offered in the end of the Offer term equals (50 + 1 Security) and above, the transaction shall be executed.

b.If the number of the Securities offered in the end of the Offer term is below (50 + 1 Security), the transaction shall be canceled.

§Article 9 — Voluntary Acquisition

1.Any Person or a group of associated persons or Related Parties wishing to acquire Securities resulting in holding (30% + 1 Security) and above of the Target Company may submit a voluntary Offer in accordance with the provisions of this Decision.

2.Upon executing the Offer, the following conditions shall apply: a.If the number of the Securities offered in the end of the Offer term equals (50 + 1 Security) and above, the transaction shall be executed.

b.If the number of the Securities offered in the end of the Offer term is below (50 + 1 Security), the transaction shall be canceled.

§Article 10 — Partial Acquisition

1.Any Person or a group of associated persons or Related Parties wishing to acquire a specific number of Securities that leads them to hold (50% + 1 Security) and above of the Target Company shall notify the Authority and submit a draft Offer in accordance with the provisions of this Decision. To complete the Acquisition, the number of Securities offered in the end of the Offer term must equal at least the number of Securities sought to be acquired in the Target

Company.

2.Any Person or a group of associated persons or Related Parties wishing to acquire a specific number of Securities that leads them to hold a maximum of 30% of the Securities of the Target Company, shall submit an Offer. To complete the Acquisition, the number of Securities offered in the end of the Offer term must equal at least the number of Securities sought to be acquired in the Target Company.

3.Without prejudice to the provisions of this Article, the approval of the Target Company’s Board of Directors on the Acquisition must be obtained in case the number of Securities sought to be acquired is not more than 30% and the Offer shall be executed in accordance with the Market mechanisms without being subject to the remaining provisions of this Decision.

4.Upon executing the partial Offer, the following conditions shall be met: a.If the number of Securities offered in the end of the Offer term is less than the specific number of Securities required to be acquired, the transaction shall be canceled.

b.If the number of Securities offered in the end of the Offer term is more than the specific number of Securities required to be acquired, the acquirer must acquire from all securities holders who responded to the Offer thereof a number of securities representing the percentage of their respective offers to the total of the Securities required to be acquired. Fractions shall be adjusted to the benefit of minor holders.

§Article 11 — Mandatory Acquisition

1.Any of the other Securities’ holders who hold a percentage representing at least (3%) of the Securities may submit an Offer to the Acquirer which acquired (90% + 1 Security) and above an application to make an offer to acquire the minority Securities. The Acquirer shall decide on the application no later than 60 days from the date of receiving the application. In the event the Acquirer rejects the application or fails to respond within the said period, such holders may submit an application to the Authority to enforce the Acquirer to submit an Offer. If the Authority accepts the application, it shall inform the Acquirer which shall then submit a draft Offer within 60 days from the date of being notified of the Authority’s decision.

2.The Acquirer, which acquired (90% + 1 Security) and above, may submit an application to the Authority for approval to submit a mandatory Offer to enforce the minority Securities’ holders to sell / swap all the Securities held by them in favor of the Acquirer where this is permitted by the Articles of Association of the acquired Target Company, within 60 days from the date of final settlement of the primary Offer.

The minority holders may resort to the competent court within 60 days from

receiving a written notification of the Acquirer’s application. The mandatory Offer procedures may not be suspended except by a court order, otherwise the mandatory Offer shall be settled within the next 7 days following the expiry of the grace period given to the minority securities’ holders.

Competing Offer

§Article 12

1.The intent of submitting a competing offer may be announced. The competing offer shall meet the following conditions:

a.The intent shall be announced no later than the 53rd day from the next day of receiving the primary offer by the Target Company. Another competing offer shall not be submitted after the expiry of this term.

b.The competing offer must be better, for the Securities’ holders, than the primary Offer or the previous competing Offer, as the case may be. 2.The Authority may approve the draft competing offer in the following cases: a.If it contains a material amendment to the proposed conditions in favour of the holders of the Securities subject of the Offer, even if it does not include a higher price.

b.If the competing Offer is recommended by the Target Company, provided that it has no relation with the members of the Board of Directors/ Managers of the entity which presented the competing offer.

§Article 13 — Term of the Competing offer

1.In the event the Authority approves the competing Offer, its validity term shall be calculated as set forth in Article (32) herein. Accordingly, the validity term of the primary Offer/ previous competing Offer shall be extended for the same validity term of the competing Offer. The Offers may be adjusted for competition purposes.

2.In the event the competition among the Offers continues and reaches the 46th day, which is the last day of the grace period granted to amend the Offers, of the competing Offer’s validity term, the Authority may require an extension of the term to 5 more days maximum to finalize the Offers, and then the best Offer shall be executed.

Buying the Offered Securities

§Article 14

Except for partial Acquisition, the Acquirer shall buy all the Securities offered in response to the Offer it has submitted.

§Article 15 — Submitting offers for all categories of Securities

1.If the Target Company has more than one category of shares in the capital, the Acquirer shall submit a (comparable) Offer for each category. The Offer submitted for shares that have no voting rights should not be conditional on a certain level of acceptance of such category, unless the Offer submitted to acquire the Securities is conditional on the success of the Offer submitted to acquire the shares that do not enjoy voting rights.

2.The provision of Clause (1) herein shall apply to all security categories in the capital of the Target Company.

§Article 16

Cases where a Cash Offer must be submitted The Acquirer must submit a cash offer in the following cases: 1.In the event the Acquirer, the Associated Group and the Related Parties therein obtained, by way of buying in cash, a percentage of (10%) and above of the shares during the Offer validity term.

2.In the event the Acquirer, the Associated Group and the Related Parties therein obtained , by way of buying in cash, a percentage of (10%) and above of the shares during the 6 months preceding the knowledge of the potential Offer or the announcement of the intent of Acquisition, whichever occurs earlier.

3. In the event of the mandatory acquisition, unless the minority shareholders accept other than the cash offer.

4. In other cases as decided by the Authority.

§Article 17

Cases where an Offer to Swap Shares must be

submitted The Acquirer must submit an Offer to swap shares in the following cases: 1.In the event the Acquirer, the Associated Group and the Related Parties therein obtained, by way of swapping of shares, a percentage of (10%) and above of the shares during the Offer validity term.

2.In the event the Acquirer and the Associated Group and Related Parties therein obtained, by way of swapping of shares, a percentage of (10%) and above of the shares during the 3 months preceding the knowledge of the potential Offer or the announcement of the intent of Acquisition, whichever occurs earlier.

3.In other cases as decided by the Authority.

§Article 18 — Material Interest

The material interest shall include, but not be limited to the following: 1.If the Concerned Person is a major shareholder of Securities in the Target Company or any of its affiliates.

2.If the Concerned Person has any direct or indirect interest equalling (30%) or above of the debt instruments issued by the Target Company or any of its affiliates.

3.Any business relationship with the Target Company or any of its affiliates, or any financial interests in any of them, that might affect the Consultant’s performance of the job he was appointed for.

§Article 19 — Obligations of the Concerned Persons

I. General Obligations:

1.The Authority may require the Target Company to appoint a legal consultant and a financial consultant. The Company shall inform the Securities’ holders about the outcomes and recommendations submitted by the legal and financial consultants.

2.The Concerned Persons shall disclose to the Authority and the Markey any material interests or conflict of interests and the methods of handling it and refrain from taking any action that may be detrimental to the Securities’ holders or any of the parties to the Acquisition.

3.The Acquirer and the Target Company must adopt the highest standards of accuracy and fairness concerning all the announcements, documents or information related to the Acquisition Offer, as well as the method of presenting them to the Securities’ holders in the Target Company. The announcements and all documents issued shall state that “The highest accuracy and fairness standards were observed in the content”.

4.When information is available about parties or entities that have material or conflicting interests related to the Acquisition, the entity possessing such information shall immediately report it to the Authority, otherwise, it shall be held jointly accountable with the entities that have the material or conflicting interests for compensating the affected parties for the damage sustained. 5.In communicating with the owners of the Acquirer or the Securities’ holders, the parties concerned with the Acquisition shall refrain from misleading them into accepting the Offer.

6.The Target Company shall inform the Acquirer, if requested by the latter, about all the Securities therein, and any update thereto during the Offer validity term. 7.Upon submitting its recommendation to the General Assembly of the Company

concerning the Offer, the Target Company’s Board of Directors shall illustrate the impact of executing the Offer on the Company.

8.The Concerned Persons shall do their best and perform due diligence in fulfilling the interests of the Securities’ holders in the parties to the Acquisition and protect the rights of the creditors and staff and observe their interest without prejudice to the public interest.

9.The Persons who are parties to the Acquisition shall guarantee that all the shareholders of the Target Company of the same category will have equal rights and liabilities which arise from the Acquisition.

10.The Persons who are parties to the Acquisition shall perform due diligence to ensure that the Securities’ holders and the Concerned Parties have access to all the information related to the advantages/disadvantages of the Offer and have enough time to evaluate the Offer and take the appropriate decision thereon. 11.The projected profits and evaluation of assets must be conducted in accordance with the specific standards and reports on them shall be drafted by professional consultants.

12.When Related Parties are involved in the Acquisition, the interests of such parties in the Acquisition shall be disclosed to the shareholders before finalizing the Acquisition.

13.No member of the Target Company’s Board of Directors may, in any meeting of the Board or any of its committees, or in the General Assembly, vote on a decision related to the Acquisition in accordance with the provisions of this Decision, or on any relevant issue that implies a conflict of interests of a Board member or any of his/her relatives, A conflict of interests arises when a Board member has an interest or material obligation, directly or indirectly, that conflict or may conflict with the interests of the Target Company, including acting as a Director or a member of the Board of Directors of the Acquirer or in arrangements to become a Board member or an employee in the Acquirer. The interest of the minor children and spouse of the Board member shall be deemed an interest of that member himself/herself.

14.The Acquirer shall announce the Offer after taking all the measures and performing due diligence and it shall ensure with its financial consultant that the Offer submitted can be completed and executed.

15.The Board of Directors and Senior Executive Management of the Target Company shall give priority to the interests of the Securities’ holders over their own interests.

II. Achieving the Interests of the Target Company:

1.The Concerned Persons at the Target Companies shall perform due diligence, commit to achieve the interests of the Target Company, maintain the course of its business and activities, refrain from taking any action that would compromise the Company’s financial position and activities, or refrain from disclosing information that can compromise the proper course of Acquisition pursuant to the generally accepted principles.

2. The Concerned Parties in the Target Company may not take any action that

would lead to refusing the Offer or denying the Securities’ holders the opportunity to take a decision on the Acquisition.

III. Observe the Principles of Equality 1.The Concerned Persons shall abide by the principles of equality and observe equality in the treatment of the Securities’ holders in the Target Company. 2.The Target Company shall observe equality in the provision of information to any person making an Offer.

IV. Prohibition of Abusing Insider Information:

1.The Concerned Persons shall perform due diligence when they disclose information related to the Offer during its validity term. Information to be published by such Persons during this period shall be limited to the items included in the announcements due according to this Decision and in the Offer documents submitted by the Acquirer. Further, the Authority must be informed of any information or data in relation to the Offer for approval prior to announcement or publishing thereof.

2.Disclosure of information intended to be published to the shareholders and the public in accordance with the rules stipulated in this Decision. 3.The Associated Consultants shall inform their clients of the confidential nature of the information related to the potential offer, and the importance of maintaining such confidentiality. This shall be provided for in any agreements or contracts concluded with their clients.

4.The Concerned Persons shall be prohibited from using any insider information and they shall perform adequate due diligence to take the measures that would prevent the leaking of information and they shall inform all the involved parties and the clients of the confidential nature of the information. Such confidentiality shall be provided for in the contracts and agreements.

5.Buying the shares of the Target Company based on unannounced information shall not be deemed as abusing insider information provided that the purpose is to make a competing Offer.

V. The Concerned Persons shall abide by all related laws, regulations, bylaws and instructions, and any additional conditions applicable in the Authority. VI. Subject to the provisions of Article (20/IV/1) of this Decision, the target Company shall update the information related to the securities and report such updates to the Acquirer during the Offer term in addition to details about the issued shares, and any subscription rights or convertible securities, as well as any allocation that can be carried out during the Offer term.

§Article 20 — Prohibited Acts

I. Except for the Acquirer’s transactions, no person who has access to confidential information that influences the prices of the Securities and is related to any Offer or potential Offer may conduct any transaction on any kind of

Securities of the Target Company during the period starting from the date of commencing the preliminary negotiations or consideration of the Offer and until the announcement of the preliminary negotiations or the Offer, or suspension of negotiations on the issue, unless the Offer is small as compared to the Acquirer’s business, and it has no material impact on the market value of the Acquirer’ securities if it is announced to the public.

II. No Person who has access to confidential information that influences the prices of the Securities and is related to any Offer or potential Offer may submit a recommendation to any other person concerning the dealing in the Securities. III. No person may seek an irrevocable obligation from any holder of a target security to accept or refrain from accepting any Offer or potential Offer before obtaining the Authority’s consent on such obligation.

IV. The Board of Directors and Managers of the Target Company and its Associated Group as well as the Consultants involved in the Acquisition shall be prohibited from doing any of the following acts from the date of knowing about the presentation of an Offer/ potential Offer or from the date of announcing the intent of Acquisition, whichever occurs earlier:

1.Take a decision to increase the capital or issue convertible bonds if such increase would make the Acquisition tough or impossible, unless the decision of increase was made at least 30 days prior to the date of announcing the intent of Acquisition.

2.Do deeds or acts that would materially undermine the assets of the Target Company in the future unless such deeds and acts were conducted in the usual course of the Target Company’s business and on a date preceding the announcement of the intent of Acquisition.

3.Make any statement that would mislead the owners of the Acquirer or the Target Company, or create a negative impact in the Market.

4.Conclude any arrangement of compensation, or option, or commit to any arrangement, agreement or understanding, formal or informal, of whatever type, that might serve as a motive for any person to maintain, deal, or refrain from dealing in the Securities related to the Target Company.

5.Trade on the securities of the Target Company from the date of knowing about a potential Offer and until the date of announcing the intent of Acquisition. V. The Board of Directors and Managers of the Acquirer and its Associated Group as well as the Consultants involved in the Acquisition shall be prohibited from conducting any of the following acts from the date of knowing about the presentation of an Offer/ potential Offer or from the date of announcing the intent of Acquisition, whichever occurs earlier:

1.Sell the Securities of the Target Company without the consent of the Authority. 2.Trade on the securities of the Acquirer, if it was a company, when the Offer is not in cash.

3.Request the Target Company not to announce the intent of Acquisition. 4.Request the Target Company to request suspension of trading on its shares. VI. During the term of the Offer or consideration thereof, the Acquirer or any

person acting in agreement with the Acquirer may not make arrangements with the securities’ holders, or conclude any arrangements that imply the approval of any Offer, if such arrangements, dealings or agreements contain preferential terms that do not include all the securities’ holders in the Target Company. VII. The Acquirer, the Target Company or the Consultants may not provide information to some of the securities’ holders without making such information available to all other securities’ holders during the term of the Offer. VIII. The Acquirer may not request the security’s holder in the Target Company to appoint an agent to vote on its behalf in relation to its securities, or to exercise other rights or take any other action in relation to such securities.

§Article 21 — Termination Fees

1.For the purpose of implementing the provisions of this Decision, the termination fees mean the arrangement that can be agreed upon by the Acquirer and the Target Company under which the Target Company pays a specific sum when it triggers a certain event that would suspend the Offer or make it fail. This includes, but is not limited to, making a recommendation by the Board of Directors of the Target Company to accept a higher competing Offer. 2.Any proposed termination fees may not exceed (2%) of the value of the terminated Offer. The Board of Directors and Financial Consultant of the Target Company should confirm to the Authority in writing that such fees shall be paid in favor of the securities’ holders. The arrangement related to the termination fees shall be fully disclosed in the Offer Document and in the declaration of certain intent in accordance with Article (24) of this Decision, as the case may be. 3.The Authority’s prior approval must be obtained in all the cases which involve a proposal to agree on the termination fees or any other similar proposed arrangement.

II. Executive Procedures of the Acquisition

§Article 22 — Delivering the Intent of Acquisition to the Target

Company

The Acquirer shall deliver the intent of Acquisition to the Target Company in a written form.

§Article 23 — Publishing the Declaration of Intent to Make an Offer

I. In the event the Acquirer fails to inform the Target Company of its intent of Acquisition, the Acquirer shall declare the intent of Acquisition in the following cases:

1.The presence of rumours about the Acquisition.

2.Occurrence of price movements and unusual volumes of trading on the securities.

3.If the Acquirer holds other securities that warrant making a mandatory Acquisition offer.

4.Doing any act that indicates the intent of Acquisition.

II. Whenever the Target Company is aware of the intent of Acquisition, it should announce the intent of Acquisition in the following cases:

1.The presence of rumours about the Acquisition.

2.Occurrence of price movements and unusual volume of trading on the securities.

3.Doing any act that indicates the intent of Acquisition.

4.Receiving a notice from the Acquirer of its intent of Acquisition. III. Any Person holding (30%) of the capital of the Target Company, whenever he is negotiating with the Acquirer about the Acquisition, and when the Target Company is not aware of the intent of Acquisition, shall announce the intent of Acquisition in the following cases:

1.The presence of rumours about the Acquisition.

2.Occurrence of price movements and unusual volume of trading on the securities.

3.Doing any act that indicates the intent of Acquisition.

IV. The intent to make an Offer shall be published on the Market’s website.

§Article 24 — Announcing the Intent of Making an Offer

The Acquirer shall publish the announcement of the intent to offer on the Market’s website and the announcement shall contain the following data and information:

1.The terms of the Offer.

2.The real identity of the Acquirer and its key shareholders. 3.The details of the securities actually/ potentially held by the Acquirer and its Associated Group during the term of the Acquisition.

4.Indicate whether the Acquirer has received any irrevocable obligations in relation to acceptance of the Offer.

5.The details of any arrangements with the Target Company which may have a material impact on the Offer.

6.A confirmation by the Financial Consultant of the Acquirer that the latter has the required financial resources to execute the Offer.

7.The intents, future plans and the purpose of the Acquisition. 8.The arrangements related to the termination fees.

9.Any other data or information requested by the Authority.

§Article 25 — The Acquirer’s Responsibility for the Offer

1.The Acquirer shall be responsible for the accuracy of the data contained in the draft Offer and the draft Offer Document. The Associated Consultants who participated in the preparation and approval of any draft shall verify the data contained therein, including the accuracy of the data related to the estimation of the Offer price or the Swap Coefficient, as the case may be.

2.The Acquirer and its Board of Directors shall be liable for the content of the Offer Document. Any amendment / correction to the Offer Document shall be made and disclosed immediately.

3.The Offer Document shall contain a declaration that the Board of Directors of the Acquirer, or the persons acting on their behalf, shall be liable for the validity and accuracy of the facts contained in the Document and that no material facts have been omitted or ignored.

4.The Consultants of the Acquirer shall be liable for the content of the Offer Document within the limits of negligence of their duties, provided that they perform due diligence in performing such duties.

§Article 26 — Failure to Announce the Intent of Merger

If the Acquirer wishes to merge with the acquired company within the 12 months following the completion of the Acquisition and has not announced the intent of merger in the announcement of the intent of Acquisition or in the Offer Document, it shall perform one of the following acts in order to complete the merger:

1.Hold 75% of the Securities.

2.Obtain the consent of the Target Company’s General Assembly on the merger under a Special Resolution.

§Article 27 — Required Approvals for the Acquisitions

Prior to submitting the request to the Authority to approve the Offer, the Acquirer shall obtain the consent of all concerned bodies such as the competent local

authority, the Central Bank in case of banks and financial institutions, the Insurance Authority in case of insurance companies, and the bodies which license the activities of a special nature, while abiding by any rules or instructions specified by such entities in this regard, as the case may be.

§Article 28 — Request to Approve the Offer

1.In the event the Acquirer announces its intent to make the Offer, it shall file an application for offer to the Authority no later than (21) days from the date of delivering the intent of Acquisition to the Target Company. If the Acquirer fails to make the Offer within this period or pronounces that it is backing down off the Offer, the Acquirer shall be prohibited from making any Offer to the Target Company within the (6) months following such period. It shall also be prohibited during the said period from making any buying transactions which would apply the provisions of the mandatory offer.

2.The Authority may extend the period specified in Clause (1) herein upon a reasoned request by the Acquirer.

3.The Acquirer shall apply to the Authority for approval on the Offer in accordance with the procedures and using the forms applicable in the Authority.

§Article 29 — Deciding on the Offer

1.The Authority shall consider the offer application and may request any clarifications, guarantee, or additional information it sees necessary to consider the application.

2.The Authority shall issue its decision approving or rejecting the application within (7) days from the date of filing a complete application. 3.The Authority may link its approval with the conditions or restrictions it decides based on the requirements of the public interest.

4. In the event the Authority rejects the Offer application, the Acquirer may appeal the decision no later than (14) days from the date of being notified of the Authority’s decision.

§Article 30

Notification of the Offer Upon Approval by the Authority 1.The Acquirer shall notify the Market and the Target Company of the draft Offer and draft Offer Document once the Authority issues its approval. 2.The Target Company shall, regardless of whether its Board of Directors

endorses the Offer or not, publish a press release in this regard unless the Acquirer publishes such release.

§Article 31

Notifying the Securities’ Holders of the Decision of Acquisition The Board of Directors of the Target Company shall notify the securities’ holders with the following documents, using the form and technical requirements applicable in the Authority, within a period of no more than (14) days from the date of receiving the Offer approved by the Authority:

1.The draft Offer and draft Offer Document.

2.The Target Company’s Board of Directors’ recommendation concerning the Offer, and the reasons of recommendation.

3.A written copy of the recommendation of the Consultants involved in the Acquisition.

§Article 32 — The Offer Validity Term

1.The validity term of the Offer approved by the Authority shall be calculated from the next day after it is received by the Target Company and until the Second Closing Date. The Authority may extend this term whenever it is necessary. 2.The securities’ holders who have not responded to the Offer may submit their requests of acceptance within (14) days from the First/Second Closing Date, as the case may be, unless the Acquirer stipulates the rejection of such requests in the Offer Document, or before (14) days from the First/Second Closing Date, as the case may be, provided that the securities’ holders are informed of such condition in writing.

§Article 33 — Announcement of the Second Closing Date

In the event the Offer is extended, the Second Closing Date shall be announced before the trading session on the next day after the First Closing Date.

§Article 34 — Cases of Banning the Submission of a New Offer

1.In addition to the provisions of Article (28/1) herein, the Acquirer shall be prohibited from making a new Offer to the Target Company for (6) months in any of the following cases:

a.Rejection of the application for Acquisition by the Authority. b.Withdrawing of the Offer by the Acquirer.

c.Failure to meet the conditions for accepting the Offer. 2.Notwithstanding Clause (1) herein, the Authority may approve the submission of a new Offer by the Acquirer during the said ban period.

§Article 35 — Withdrawal of the Offer

1.Without prejudice to Clause (2) herein, the Acquirer may not withdraw or back down off the Offer after announcing the intent of Acquisition without the approval of the Authority.

2.The Acquirer may withdraw the Offer in the following cases: a.If the announcement of the Offer contains some conditions which were not met. b.The occurrence of a Material Adverse Event.

c.The existence and acceptance of a competing Offer.

d.If the Authority makes its approval subject to a condition that was not accepted by the Acquirer.

3.In the event the Acquirer is allowed to withdraw the Offer or if the Offer term expired for failure to meet its associated conditions, the Acquirer shall publish an announcement to explain the reason for withdrawing the Offer or the expiry of its term.

§Article 36 — Amendment of the Offer

I. Without prejudice to Article (13/1) of this Decision, the Offer approved by the Authority may be amended no later than the 46th day after the next day of receiving the Offer by the Target Company in the following cases: 1.If the securities are bought upon announcing the intent of Acquisition by the Acquirer and its Associated Group for a higher price than the Offer price. 2.If the Acquirer desires to increase the Offer price.

3.If the amendment of the Offer is related to the percentage of acceptance of the Offer by the Target Company’s shareholders that should be achieved, so that it can be increased or decreased without prejudice to the percentages specified in the provisions of this Decision.

II. To amend the Offer, the following conditions shall be met: 1.The Authority approves the amendment.

2.The amendment is completed no later than the 46th day after the next day of receiving the Offer by the Target Company, provided that the amendment of the Offer does not lead to going past its validity term, unless otherwise is decided by the Authority.

3.The amendment of the Offer shall be in favour of the securities’ holders.

4.The provisions of the amendment shall be applied to the applications to accept the Offer which were presented before the amendment.

III. If the Offer is for a Swap and the amendment term provided for in item (2) of Clause (II) herein expires, the Acquirer may not publish announcements about the dividends, the operational results, the asset valuation or the current or projected dividends plans, unless such announcements are required by the law or the rules of listing and disclosure in the Market and upon obtaining the Authority’s consent.

IV. The same procedures required to approve the primary Offer shall apply to the amendment of the Offer.

§Article 37 — Withdrawing the Acceptance of the Offer

The Securities’ holders who responded to the Offer may withdraw their acceptance of the Offer within the following periods:

1.After (14) days from the First Closing Date in case the Offer does not complete its minimum number of acceptance applications during the period of the First Closing Date.

2.Until the Second Closing Date in case of extending/amending the Offer. 3.The period specified by the Authority.

§Article 38 — Satisfying the Other Conditions

In the event the Offer completes its minimum number of acceptance applications, all the conditions, requirements and approvals related to the Offer shall be completed no later than (21) days from the First/Second Closing Date, as the case may be.

§Article 39 — Announcing the Result of the Offer Acceptance

1.The Acquirer shall announce the Offer acceptance result no later than the next day after the First/Second Closing Date, as the case may be. 2.The announcement shall specify the total number of applications for acceptance as follows:

a.The securities under which the Offer was accepted, b.The securities held by the offering party before the Offer term. c.The securities acquired or agreed to be acquired during the Offer term.

3. The announcement shall indicate the percentages of all the categories of the concerned securities.

4.In the event the Acquirer fails to comply with any of the provisions of this

article, any party who accepted the Offer may back down off accepting the offer, unless otherwise decided by the Authority.

5.The Authority may suspend the listing of the Target Company until the announcement is issued.

§Article 40 — Settlement of the Applications for Acceptance

The applications for the Offer acceptance and payment shall be settled no later than (3) days from the date of meeting all the conditions, requirements, and approvals related to the Offer.

§Article 41 — Profit Forecasts

I. Due Diligence Criteria:

The Boards of Directors of the Target Company and the Acquirer, in case it is a company, shall prepare profit forecasts with diligence and care, using the professional consultation when needed. The Boards of Directors shall be responsible for such forecasts, and the financial consultants shall make sure that the profit forecasts are carefully prepared.

II. Assumptions:

When the profit forecasts are included in any document addressing the securities’ holders concerning the Offer, or in any press release, the assumptions upon which the forecast was made shall be explained.

III. The data that shall be treated as profit forecasts:

1.Any profit estimation for an ended period shall be treated as profit forecasts. 2.Unless otherwise is approved by the Authority, any unaudited profit figures published during an Offer term shall be prepared in accordance with the criteria of profit forecasts; however, this shall not apply to the following: a.The results of the annual or preliminary unaudited financial statements which were already published.

b.The results of other unaudited financial statements that conform with the requirements of the registration and listing rules.

3.Any profit forecast for a specific period (such as the profit forecast for the subsequent quarter) shall be subject to the provisions of this article. 4.The Authority’s consent shall be obtained before publishing any guarantee of profits in relation to the Offer.

5.The data of revenue enhancement and benefits of the acquisition: a.The Concerned Persons who wish to present data related to the revenue enhancement and not intended to serve as profit forecasts shall add a disclaimer to such data which expressly indicates that the said data may not be interpreted that the profits of the securities will be higher than the profits made in the previous financial period.

b.The Concerned Persons shall consult the Authority beforehand whenever there is any doubt in the data of revenue enhancement and benefits of the Acquisition.

§Article 42 — Asset Valuation

I. The valuation is required to be reported if it is related to the Offer: When the assets related to the Offer are valued, the basis of the valuation shall be indicated and the opinion of an independent appraiser shall be enclosed. II. The Current Valuation:

The valuation of the assets related to the Offer shall indicate the valuation validity date, and the address and qualifications of the appraiser. In the event the valuation is not up to date, the appraiser shall confirm that the current valuation shall not be materially different and that it must be updated in case it is not possible to provide such confirmation.

III. Disclosure

§Article 43 — Disclosure by the Acquirer

The Acquirer shall immediately report the following information to the Authority and the Market:

1.Any change in the information related to the Offer which was already published.

2.The result of the final settlement of the Offer.

§Article 44 — Disclosure by the Insiders

Without prejudice to the applicable provisions related to insider trading, the Acquirer, the Target Company, the Group associated with either of them, the insiders therein and the Related Parties, in their personal capacity or in any other capacity, shall disclose to the Authority and the Market, during the Offer validity term, any transactions made on the shares of both entities prior to the trading session held on the next day of the transaction. The disclosure shall include the quantity and the prices. The transactions on the Acquirer’s shares, if it is a company, shall be excluded from such disclosure if the Offer is in cash.

§Article 45 — General Provisions of Disclosure

1.Disclosure of any potential offer to the public shall be performed in accordance with the provisions set forth in this Decision. The Authority shall be notified before announcing any invite to receive offers for approval. 2.Copies of all the announcements and documents related to the Offer shall be filed to the Authority at the same time of announcement or submission thereof to the Target Company.

3.The Acquirer may not announce the Offer unless it takes all the actions and exert due diligence in this regard and after it makes sure that it can continue executing the Offer.

4.All the statements issued by the concerned parties shall be correct, complete, and non- deceptive to the Market or the securities’ holders, including the statements related to the Related Parties. The fairness, accuracy, and adequacy of the information, results, and recommendations presented to the shareholders and the stakeholders shall be confirmed. Further, the securities’ holders shall be provided with adequate information and recommendations to be able to make a valid decision whether to accept or refuse the offer. Enough time and neutral advice shall be provided and no data that may affect their decisions may be withheld.

5.The intent for Acquisition/ Offer shall be disclosed whenever requested by the Authority.

§Article 46 — Scope of Application

Without prejudice to the provisions of the law, the provisions of this Decision shall apply to the mergers where a party thereto is a public shareholding company, whether it is a merging or merged company or a new company arising from the merger.

§Article 47 — General Conditions

1.The merger shall be performed by one of the two following methods:

a.Merger by amalgamation where two or more companies are merged into an existing company (the merging company) where the legal entity of the merged company/companies elapse and is replaced with the merging company in all the rights and liabilities and it becomes the legal successor of the merged company/ companies.

b.Merger by combination where two or more companies merge into a new company (the new company arising from the merger) where the legal entity of the merged companies elapse and is replaced with the merging company arising from the merger in all the rights and liabilities and it becomes the legal successor of the merged companies.

2.The decision of merger shall not be executed unless upon the approval of all the concerned entities, such as the competent local authority, the Central Bank, the Insurance Authority and the bodies which license the activities of a special nature, each within its field of jurisdiction, subject to any rules or instructions specified by such entities in this regard, as the case may be. 3.A public shareholding company, even if under liquidation, may merge into another company by entering into a contract between both companies in this regard, whether by amalgamation or combination.

4.For the merger to enter into effect, the boards of directors of the companies seeking to merge are required to approve the merger.

5.For the merger to enter into effect, the general assemblies of the companies seeking to merge are required to issue a Special Resolution approving the merger.

6.The companies seeking to merge shall enter into a contract stipulating the conditions and method of merger and the estimated merger schedule. 7.All parties involved in the merger shall consider the interest of the shareholders of the merging and merged companies as well as the new company arising from the merger without prejudice to the public interest and the rights of the creditors and stakeholders.

8.The merger transaction shall result in equal rights and liabilities for all the shareholders of the entity arising from the merger.

9.The assets of the companies seeking to merge shall be evaluated by an appraiser certified by the Authority.

Executive Procedures of Merger

§Article 48 — Preparation and Arrangement of the Merger

1.The boards of directors of the companies seeking to merge shall issue a resolution of the initial approval of the merger and the method, conditions, procedures, and schedule thereof based on a study prepared in this regard.

2.The representatives of the companies seeking to merge shall enter into a merger contract. The terms and method of the merger as well as the intentions of the merged parties and the measures agreed upon throughout the merger shall be determined in the contract. The merger contract shall include the following items in particular:

a.The Memorandum of Association and Articles of Association of the merging company or the new company arising from the merger.

b.The name and address of the Chairman and members of the board of directors or the proposed manager of the merging company or the new company arising from the merger.

c.The method of transfer of the shares or stocks of the merged companies into shares or stocks of the merging company or the new company arising from the merger.

d. The consideration that shall be paid to the partners or shareholders of the merged companies in exchange for transferring the shares held by them to the merging company or to the new company arising from the merger and the date of receiving of such consideration.

3.The companies seeking to merge shall form a committee called the ‘merger committee’ to follow up and finalize the merger procedures and name the consulting entities that will take part in the merger.

4.The initial approvals on the merger shall be obtained from the competent authorities such as competent local authority, the Central Bank, the Insurance Authority, and the bodies which license the activities with a special nature, each within its field of competence.

5.The representatives of the companies seeking to merge shall file an application to the Authority to approve the merger in principle and to approve the members of the merger committee and the consulting bodies that will take part in the merger.

6.The Authority shall consider the application for merger and it may request any additional clarifications, guarantees, or information it sees fit and necessary to consider the application. The Authority shall issue a decision approving or denying the application within (20) business days from the date of submitting a complete application. The Authority may accompany its approval with the conditions or restrictions it decides in accordance with the requirements of the public interest.

§Article 49 — Evaluation Phase and Completion of the Merger

Procedures 1.The companies seeking to merge shall submit an application for merger signed by their representatives to the Authority pursuant to the forms and technical requirements approved by the Authority.

2.At the expense of the companies seeking to merge, the Authority shall appoint specialist experts and assign a specialist technical entity to review the asset valuation report of the companies seeking to merge to determine how to evaluate their assets and their fair value on the date of the merger.

3.Once the technical entity completes the valuation of the assets of the companies seeking to merge, it shall notify the Authority, the competent bodies and the companies seeking to merge of the evaluation result.

4.The boards of directors of the companies seeking to merge shall approve the result of the evaluation prepared by the technical entity by a letter signed by their representatives and addressed to the Authority. In case of objection, the evaluation shall be repeated at the expense of the objecting party by another technical entity to be named by the Authority.

5.The companies seeking to merge shall submit an application to the Authority to hold the general assembly and shall provide the Authority with a copy of draft invitation for the general assemblies of the companies seeking to merge to issue a Special Resolution amending the Memorandum of Association. The invitation for the general assembly to consider the merger shall include an agenda that must contain the following:

a.A copy of the merger contract or summary thereof which shall clearly indicate that any one or more shareholders holding not less than (20%) of the capital of the company seeking to merge and oppose the merger shall have the right to challenge it before the competent court within thirty (30) days from the date of approving the merger contract by the general assembly.

b.The draft Articles of Association of the merging company or the new company arising from the merger.

c.The evaluation of the companies seeking to merge.

6.The auditors of the companies seeking to merge shall inform the shareholders of any material events that may have been occurred during the merger. 7.The general assemblies of the companies seeking to merge shall issue a Special Resolution approving the merger and proceeding with the final procedures to execute the merger.

§Article 50 — Notifying the Creditors of the Merger Decision

1.Each merging or merged company shall submit an application to the Authority to approve notifying its creditors within ten (10) days from the date of approval on the merger by the general assembly. Such notice shall meet the following conditions:

a.It shall indicate that the company’s intent is to merge with one or more specific companies.

b.It shall be sent in writing to every creditor of the company notifying them of the merger.

c.It shall be published in two daily local newspapers issued within the State; at least one of them is issued in Arabic.

d.It shall state that any of the creditors of the merging and merged company/companies, holders of loan bonds and Sukuks, and any person with an interest shall have the right to object to the merger.

2.The objection specified in Clause (1/d) herein is required to meet the following conditions:

a.It shall be submitted within (30) days from the date of receiving the notice. b.It shall be submitted to the Head Office of the company and a copy thereof shall be submitted to the Authority.

c.The objecting party shall specifically indicate the subject and reasons of his objection as well as the damages he claims to have sustained because of the merger.

3.The company shall respond to the creditor’s objection within (30) days from the date of receiving the objection and it shall suspend all the merger procedures during such period. In case the objection is rejected or not addressed during such period, the objecting party may address the competent court to issue an order to suspend the merger. The merger procedures may not be suspended unless by a court order.

4.Upon receiving an application to suspend the merger, if it is evident to the court that the merger would unduly compromise the applicant’s interests, it may issue an order to suspend the merger subject to any other conditions it sees fit. 5.The merger shall remain suspended unless the objecting party withdraws the objection, or if the objection is rejected by the court by an irrevocable ruling, or the company repays the debt if it is current or provides enough guarantees of repayment if the debt is deferred.

6.If the merger of the company is not challenged during the period provided for in Clause (2/a) herein, this shall be deemed as an implied consent of the merger decision.

§Article 51 — Final Procedures of the Merger

In the event no objection is received from the creditors or shareholders or if their objection is settled amicably or by the court, the company shall perform the following actions:

I. If the merger is by amalgamation:

1.Submit an application to the Authority to issue a certificate announcing the approval of amendment of the Articles of Association, including the increase of the merging company’s capital. The increased shares in the merging company shall be distributed to the shareholders of the merged companies on a pro rata basis according to the percentage of shares they hold in its capital. 2.The merging company shall address the competent authority and the Registrar

within five (5) days to register the decision of the increase of capital and take actions to publish the decision of the capital increase in the Official Gazette and to register the decision in the Commercial Register.

3.The competent authority shall annotate the elapse of the merged companies, de-register them from the Commercial Register, and inform the Authority of such actions. In turn, the Authority shall de-register the merged shareholding companies from its records and notify the concerned Market to de-list the shares of such companies, as the case may be.

II. If the merger is by combination:

1.A decision shall be issued to incorporate a new company arising from the merger by combination. The capital shares of the new company arising from the merger shall be distributed to the shareholders of the merged companies. 2.The competent authority shall annotate the elapse of the merged companies, de-register them from the commercial register, and inform the Authority of such actions. In turn, the Authority shall de-register the merged shareholding companies from its records and notify the concerned Market to de-list their shares, as the case may be.

3.The representatives of the merged companies shall submit an application to the Authority to hold a constituent general assembly for the shareholders of the new company arising from the merger to elect its board of directors, appoint the auditors of the new company, and approve its opening financial statements. 4.If the new company is a public shareholding company, it shall take action after the merger to publish the decision of incorporation along with the Articles of Association in the Official Gazette, and register the company with the Registrar and the Authority, in addition to listing the company on the Market.

§Article 52 — Control and Inspection

The Authority may take all the necessary actions to conduct supervision, control and inspection of the parties to the Acquisition and Merger to ensure they comply with the laws, regulations, decisions, circular, or controls issued and to investigate any violations that might be detected by inspection or included in the complaints reported to the Authority.

§Article 53 — The Authority’s Powers for Additional Requests

In light of the application of the provisions of this Decision, the Authority may request any additional clarifications, information, documents, data, or procedures from the public shareholding companies, the parties to the Acquisition or Merger, their staff, or any of the parties involved or the investors.

§Article 54 — Complaints

The Authority shall have the jurisdiction to receive complaints relevant to the acquisition and merger, mechanisms and procedures thereof, or to any of the parties involved therein. The Authority shall issue the appropriate decision on such issues. The Authority shall also execute such decisions as per the mechanism it sees fit.

§Article 55 — Penalties

I.Acts that are in violation of the provisions of this Decision shall be subject to the penalties set forth in the Companies Law and to the procedures and procedures for conciliation in crimes related to public shareholding companies issued by the Authority.

II.The Authority may impose any of the penalties described below on the violators of the provisions of this Decision:

1.Address a notification.

2.Address a warning.

3.Cancel the approvals granted for acquisitions or mergers.

4.Suspend the acquisitions or mergers.

§Article 56 — Publishing the Names of the Violators

The Board of Directors of the Authority may publish the names of violators of the provisions of the Law and the law of the Authority and the regulations and decisions issued pursuant thereto; and may publish the violations and penalties imposed thereon by the mechanism that the Authority decides.

§Article 57 — Grievance against the Authority's Decisions

Persons concerned may appeal against the decisions of the Authority issued pursuant to the provisions of this Decision in accordance with the regulations and decisions issued in this regard.

§Article 58 — Registration of Acquisition and Merger Approvals

The Authority's approval of acquisition and merger shall be recorded in the register prepared for this purpose after collecting the prescribed fee.

§Article 59

Mechanisms for Execution and Settlement of Acquisitions and Mergers The Market shall set the mechanisms for the execution and settlement of acquisitions and mergers, to be presented to the Authority in advance for approval.

§Article 60 — Any regulations, provisions or procedures inconsistent with the provisions of this

Decision shall be repealed.

§Article 61

This Decision shall be published in the Official Gazette and shall come into effect from the day following the date of its publication.

_____________________________ Eng. Sultan bin Saeed Al Mansouri Chairman of the Board of Directors Issued in Abu Dhabi on 08/06/2017

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