Chairman of the Authority’s Board of Directors’ Resolution No. (03/Chairman) of 2017 Concerning the Organization of Promotion and Introduction

§Preamble

Chairman of the SCA Board of Directors Decision No. (3 / R.M) of 2017 Concerning the Organization of Promotion and Introduction The Chairman of the Board of Directors of the Securities and Commodities Authority, having perused -The provisions of the Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities Authority and Market, and amendments thereof; -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 Regulations as to the Functioning of the Emirates Securities and Commodities Authority, and amendments thereof;

-The Cabinet Resolution No. (324/11 and / 23 M) of 2014 concerning the Restructuring of the Board of Directors of the Securities and Commodities Authority;

-Based on the approval of the Board of Directors of the Authority at its 13th meeting of the 5th session in its meeting held on 21/12/2016, and -After consultation and coordination with the relevant markets in the UAE, Has decided:

§Article 1 — Definitions [1][2] [3]

The following phrases and words shall have the meanings assigned thereto herein unless the context indicates otherwise:

State : The United Arab Emirates.

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

Law : The Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities Authority and Market and amendments thereof Authority / SCA : The Securities and Commodities Authority.

Board

: The Board of Directors of the Securities and Commodities Authority.

Market

: The Securities and Commodities market licensed in the State by the Authority.

Securities : Stocks, bonds and notes issued by joint stock companies, and bonds, notes issued by the federal government and local governments, public bodies and public institutions in the State and any other local or non-local financial instruments accepted by the Authority.

Foreign Securities : Stocks, bonds, sukuk, units of investment funds, commodities contracts, derivatives and other securities or financial instruments issued by foreign issuers. Commodities : Agricultural products, minerals, natural resources and any other commodities traded by contracts.

Derivatives : Financial contracts whose value depends on the value of the underlying financial assets such as commodities, indices, currency, foreign exchange or any other financial instruments approved by the Board and contained in such contracts.

Financial Products: Securities, commodity contracts, derivatives structured products, or any foreign securities.

Promotion : Marketing, distribution, advertising, publication or provision of any data or information, or promotional materials relating to a financial product in any way or means in accordance with the provisions of this Decision.

Promoter : A corporate person licensed to practice the activity of Promotion in accordance with the provisions of this Decision.

introducer : A corporate person who has obtained the approval of the Authority to carry out Introduction functions in accordance with the provisions of this Decision.

Issuer : Any corporate person incorporated within the State and issues securities or commodities or derivative contracts.

Foreign Issuer: Any corporate person incorporated outside the State who issues foreign securities and is subject to a Regulator similar to the Authority. IPO

: Call for public subscription in the financial products within the State. Regulator similar to the Authority : A Regulator that is a regular member or associate member of the International Organization of Securities Commissions (IOSCO) Qualified Investor[4]:

The natural or legal person that is capable of managing its own investments by

itself according to the following conditions, unless it desires to be just a normal investor” First : The corporate person that meets any of the following conditions: 1.The Federal Government, local governments and governmental entities, institutions and authorities, or the companies fully owned by any of the aforementioned.

2.Foreign governments, and its entities, institutions and authorities or companies fully owned by any of them.

3.International bodies and organizations.

4.Entities licensed by the Authority or by a similar regulatory authority. 5.A corporate person who meets, at the date of its last financial statements, at least two of the following requirements " A-Having total assets of AED (75) million.

B-Generating net annual revenues of AED (150) million.

C-Having net owner equity or paid capital of minimum AED (7) million Second: The natural person accredited by the Authority or by a similar regulatory authority to perform any of the functions related to financial activities or services. Third: The natural person who meets the following conditions:

1.His net equity, with the exception of his main house, is valued at AED (4) million.

2.His annual income is not less than one (1) million Dirhams annually. 3.Declaring that he has the adequate knowledge and experience in the field of investment and its risks, or represented by an entity licensed by the Authority, without prejudice to the terms of its licensing.

§Article 2 — Scope of Application

1.The provisions of this Decision shall apply to all matters related to engaging in the Promotion activity and the Introduction functions in the State 2.The entities listed below shall be exempted from certain provisions herein according to the following:

a.The Issuer Company, foreign company or financial consultant in accordance with the regulations offering and issuing shares of public shareholding companies in accordance with the provisions of Chapter I, Chapter II, Articles 9, 10 & 12 and Chapter IV herein.

b.The management company when promoting its own funds in accordance with the regulations on Investment Funds with respect to the application of the provisions of Chapters I and II herein.

3.The following entities shall not be subject to the provisions hereof: a.Brokerage firms that have obtained the approval for trading from the from the Authority on behalf of thier their clients in foreign markets, within the limits of the regulations issued by the Authority in this regard.

b.Promotion of financial products once they are listed on a market. c.Promotion of financial products to a Qualified Investor with the exception of a

natural person with financial solvency.

d.Promotion of securities, commodities contracts or derivatives issued by the federal government, local governments, governmental authorities and agencies or companies fully owned by any of the aforementioned.

e.Reversed promotion made by an investor within the State offering or purchasing any foreign securities defined out of the State, without being based on promotion by the Foreign Issuer, or its Promoters or distributers, provided that such transaction is documented (confirmed) by the competent authority. f.Introduction and Promotion among a parent company, affiliate company, sister company and allied company, or related parties, or within the members of a group ( Please specify what is meant by “Members of a group”_? g.Introducing a financial consultancy and financial analysis company, or the legal consultant if such Introduction constitutes a part of the consultation, provided that disclosure is made to the client on any commissions that are paid by the introduced entities, as well as disclosing to the parties to the Introduction the relation linking the Introducer with each party.

h.The introducing broker in accordance with the Regulations as to Listing and Trading Commodities and Commodity Contracts.

§Article 3 — General Provisions

1.Unlisted financial products or those registered with the Authority may be promoted. Financial services or activities which are not approved by the Authority for “Introduction” in the State may also be introduced.

2.Approval of the Authority on Promotion or Introduction within the State shall not mean a recommendation to purchase or investment or a recommendation to trade with a certain entity, it is only referring to the financial capability and solvency of the Promoter in the State to perform its functions; and therefore, the Authority may not be held liable for the following:

a.The suitability of the promoted financial products to the client’s investment requirements, solvency or financial status.

b.The ability of the licensed entities to which introduction is made to perform the role required and to perform their obligations.

c. Any documents, data or information which are incorrect, erroneous, misleading, misstated or violating the legislation. Any approval, license or decision issued by the Authority based upon the aforementioned shall be void. The Authority may not be held liable for any damage or loss that may arise as a consequence of relying thereon.

d.Any foreign issuer or any party related to a foreign issue or related to the Issuer and all matters that are related to the performance of duties, obligations and liabilities by any of the aforementioned.

3.The Authority may stipulate the terms, obligations and data as it deems

appropriate in case the Promotion is to a natural person with financial solvency. 4.The Authority may issue a decision to halt the unlicensed promotion work or the non-approved introduction work. Such decision may include the closure of the place of doing such business.

§Article 4 — Conditions for Licensing

I. The following conditions must be met to license the Promotion business: The applicant for license must be a corporate person (please define both “corporate” and “person” incorporated in the State, or a branch of a foreign company provided that the parent company engages in the same business and is subject to the supervision of a Regulator similar to the Authority. 1.Obtaining the approval of the Central Bank of the United Arab Emirates or the Insurance Authority according to the competent authority concerned with the business of the applicant for license.

2.The purpose of the company or branch with at least one of its objectives being the promotion business.

3.The Memorandum of Association of the company is duly authenticated by the official authorities.

4.The paid-up capital may not be less than one million United Arab Emirates Dirhams AED 1,000,000 .

5.Payment of the license fee of ten thousand United Arab Emirates Dirhams AED 10,000 6.Provision of the adequate technical and administrative staff required to engage in the business in accordance with the regulations issued by the Authority on Fit and Proper Criteria, requirements of the business and requirements for approving certain jobs.

7.Provision of the proper business premises headquarters required to engage in the business.

8.Provision of the internal auditing system that ensures the sound application of the law and the regulations, decisions and circulars issued thereunder, as well as the internal regulations in force in the markets.

9.Provision of a risk management operational guide that includes enumeration and definition of potential risks that the company may encounter, the manner in which they are addressed,,monitored and reported 10.Any other additional conditions or requirements that the Authority may set in accordance with the requirements of the public interest.

II. The applicant for license may submit an undertaking to complete all conditions set forth in sub-clauses (7-10) of Clause I of this article after approving its application within the period determined by the Authority, or otherwise such approval shall be deemed null and void.

III. All conditions for licensing must be met.

§Article 5 — Application for License

The application for license to engage in the business of promotion shall be submitted to the Authority on the form designed for this purpose enclosing all information, data and documents to support the application and shall include the following a.The legal form of the applicant for license along with a report showing the names of the board of directors or management board members and the executive management.

a.A statement showing any legal or judicial obligations or liabilities in connection with the applicant.

b.A statement showing the technical systems in use and the proposed work procedures for practicing the business.

c.The payment receipt for the license application fees.

d.The Authority may request any additional clarifications, information or documents.

b.The Authority shall issue its decision approving or rejecting the application for license within a period of no more than fifteen (15) working days from the date of submission of the application. A new application may not be submitted before six months have elapsed from the date of rejection of the first application. c.The Authority may discontinue granting licenses at its own discretion in the interests of the public and for a period it deems necessary.

d.A Promoter may engage in the Introduction functions in accordance with the provisions herein without obtaining the approval of the Authority.

§Article 6 — Term and Renewal of the License

1.The license expire after one year on the the end of December each year. As to the term of the first license, it shall begin the date of the granting of the license up until the end of December of the same year.

2.The license shall be renewed under an application submitted to the Authority at least one month prior to the expiration of the license term, subject to ensuring that the Promoter continues to comply with the provisions herein and the license annual renewal fee of five thousand Dirhams AED 5,000 has been paid. The Authority may suspend the Promoter from practicing the business if the promoter fails to submit the complete license renewal application within the prescribed period.

§Article 7 — Temporary Suspension and License Cancellation

1.[5].

2.A promoter who wishes to finally discontinue the business shall submit an application in this regard to the Authority, provided that the Promoter satisfy all the license cancellation conditions and requirements as determined by the Authority.

3.The cancellation decision shall be issued by the Authority and published in accordance with the procedures prescribed by the Authority

Chapter II: General Obligations of the Promoter

§Article 8

The promoter shall take all procedures necessary to engage in the business, and shall comply with the following:

1.Develop internal written by-laws within one month of the date of obtaining the license and provide the Authority with a copy thereof, The internal by-laws shall include:

a.An organizational structure of the Promoter and a statement of the management functions and responsibilities carried out by the managers and the other staff.

b.Relation of the head office of the Promoter with its branches, specifying the functions that the branch may practice c.Relation of the Promoter with the Issuer or Foreign Issuer. d.Internal records system.

e.A customers’ complaints registration system.

f.Any other regulations issued by the Authority.

2.Regular review and update of the internal audit system and the risk management operational guide.

a.Bi-annual interim financial reports audited by the company’s external auditor within a period of no longer than (45) days from the specified expiry of the prescribed period, signed by the Chairman of the Board or the Director General, as the case may be.

b.An annual audited financial report audited by the company’s external auditor within a period of no longer than (90) days from the end of the financial year, signed by the Board of Directors or Management Board, as the case may be.

This report shall include the final accounts and annual balance sheet. c.Any other financial statements or reports that the Authority may require. a.Prior approval of th Authority is required before any of the following procedures are taken: Amending the company’s Memorandum of Association or Articles of Association.

b.Adding, deleting or amending an activity in the trade license. c.Increasing or decreasing the company’s capital.

d.Mergers or acquisitions.

e.Changing the address, headquarters or branch of the company. f.Changing the partners or amending their ownership holdings in the company.

3. Immediately notify the Authority of the following:

a.Any material changes or developments in the company or any deficit affecting its financial position.

b.Any change in the information or data submitted in the application for license. c.Any change in connection to the members of the company’s Board of Directors or Management Board.

d.Any encumbrance, lien or mortgage on the company assets, any court actions in which the company or any of its employees approved by the Authority is a party. Any court judgments issued in such actions that would have an impact on the company’s financial position.

e.Any violations committed by the company’s employees against laws, regulations, rules and circulars in force by the Authority and markets. f.Any material developments related to the promoted financial products. g.Allocation of an independent department for each activity if the company is licensed for more than one activity as well as methods to manage conflicts of interest.

h.The approval of the Authority is required in the event that any promotion is required outside of the State. Commerical books and record must be maintained in accordance with International Accounting Standards as well as those requirments and regulations stipulated by the Authority. All data and records must be kept in a safe location for a period of not less than ten years. i.Removal of the Internal Auditor may only be approved by by a decision of the Board of Directors and provided that the Authority and the Internal Auditor are notified of the removal at least thirty days in advance explaining the causes and justifications of such removal.

j.Compliance with all regulatory rules, procedures and requirements set by the Authority concerning internal auditing and the duties of the Internal Auditor.

k. Ensuring that the principles of honesty, integrity, fairness and equality are met.. Avoiding conflict of and carrying out the licensed business with due care and in accordance with the provisions of the law and regulations issued, including being subject to commercial norms in this regard as well as looking after the clients’ best interests, and maintain confidentiality of their data At all times.

4. Provide the Authority with the following reports:

A.Interim financial reports (Bi-annual reports) reviewed by the external auditor within (45) days from the end of the prescribed period and signed by the authorized signatory in the Company's Memorandum of Association. B.An annual financial report audited by the external auditor within (three months) from the end of the fiscal year and signed by the authorized signatory in the Company's Memorandum of Association.

C. Interim periodic reports (quarterly reports) within (45) days from the end of the quarter and an annual report within (three months) from the end of fiscal year, which include the Company's profits, losses and business related to the activity, using the form designated by the Authority. Such reports shall be signed by the director in charge of the activity if the Company is licensed by the Authority for more than an activity or if the licensee is a local Bank or a branch of a foreign bank.

D.Local banks and branches of the foreign banks shall be excluded from reports required in paragraphs (A & B) of this Clause.

E.Any other financial statements or reports required by the Authority. [6]

Chapter III: Special Obligations of the Promoter

§Article 9 — Obligations relating to Financial Product Promotion

The Promoter shall:

1.Notify the Authority immediately upon the promotion of any financial product The Authority may, within (10) days of the date of such notice, stop all promotion operations in the interests of the general public. ed on the public interest. 2.Notwithstanding Clause (1) herein, apply to the Authority on the form designed for this purpose prior to promoting any units of investment funds. The Authority may approve or reject the application within (15) days as of the date of submitting the application 3.The notice or application submitted to the Authority must enclose all documents and data and shall inlcude a.The type and quantity of financial products that are permitted to be promoted in the State.

b.An iondication whether the financial products to be promoted are registered with the Authority or not. If not registered, the Promoter must register such products after paying a registration fees to the Authority. Registration may be made by the legal representative of the Issuer or Foreign Issuer. c.A written approval from the peer regulator in the Promoters jurisdiction in the

event that foreign securities are to be promoted in the UAE. d.A disclosure of the relation between the Promoter and the promoted products or their Issuer during the (12) months preceding the promotion. e.A copy of the IPO Prospectus or Prospectus of the Issuer or Foreign Issuer, if any, and the investment policy for investment funds.

f.A statement of the methods of promotion g.A copy of the promotional material in a clear language understandable by the investors.

§Article 10 — Obligations relating to the Promotion Material

The promoter shall include the following in the promotional material: 1.The name, details, address and contact of the Promoter.

2.Type and place of issue of the financial products to be promoted, as well as the number of issued products, currency of the issue and all related information. 3.A statement whether the promoted financial products are listed or not, and a list of the markets where they are listed.

4.Data contained in the Prospectus or Offering Document and any amendments thereto.

5.Minimum limit for subscription or purchase, and any ban or restriction on the investor, its trading or subscription.

6.Mechanisms of dividends distribution and redemption as well as maturity dates. 7.Specify the investor type (regular or qualified).

8.The investment risks associated with the financial products to be promoted. 9.A statement identifying the major shareholders of the Issuer and/or the Foreign Issuer who own ten percent (10%) or more of the shares.

10.The method of communication used by the entities concerned with the subscription , selling and purchasing of the promoted financial products. 11.Specify the Shariah Supervisory Board whose function is to ensure conformity of the promoted financial products with Shariah.

12.The mechanisms and means for disclosing data and information.

§Article 11 — Ongoing-Obligations of the Promotor

In performing its functions, a Promoter shall ensure ( the promotor must ensure and not “observe”) the following:

1.Abstain from being an agent or representative of a client in dealing with the Issuer or Foreign Issuer.

2.Use easy, clear, honest, correct and non-misleading promotional means written in a language easy to understand by the investors, and without using any fraudulent or deceptive means.

3.Abstain from publishing, promoting or using any incorrect or misleading data or information on the financial products, Issuer, Foreign Issuer or the market where they are listed, if any.

4.Abstain from the provision of any financial consultations or analysis relating to the financial product subject of promotion unless it is licensed to do so. 5.Alert the clients on the possibility that the exchange rate may influence the value of the promoted foreign financial securities.

6.Alert the clients that the past performance of the promoted financial products is not necessarily an indicator or proof of the future performance. 7.Withdraw promotional material immediately upon becoming aware that the Issuer breaches any legislative provisions or regulatory procedures or conditions or becoming aware of any potential damage that the investors may sustain. 8.Enable its clients to review the material disclosures and information, reports and approved financial statements and all relevant information on timely basis. 9.Instantly disclose, through the mechanisms and means specified in the promotional materials, the prices of the promoted financial products and any risks or any material information related thereto, as well as the sources relied on in preparing the comparisons, provided that such sources are correct, recent and reliable and do not include any projections of future prices, or selective information or material information.

10.Abstain from owning any promoted financial products on behalf of clients, or receiving any funds from them in this regard except after obtaining the Authority’s approval.

11.Abstain from promoting the shares of the Foreign Issuer intended to be offered in IPO except after the issue of the Authority’s approval of the offering. 12.In case of contracting with the Issuer or Foreign Issuer, the following conditions must be observed:

a.Show the type and number of financial products to be promoted. b.Ensure that the signed agreement between the parties does not violate any legislation in force in the State and that it includes a statement of the rights, duties and responsibilities of each party, the mechanism for the termination, expiry or amendment of the agreement and the means of communication between the parties.

c.Not to contract with an Issuer or Foreign Issuer with whom a promotion agreement was terminated in the past for reasons related to violation of its obligations or breaching the legislation in force in the State. d.Provide the Authority with a copy of the agreement and any alteration or amendment thereon or subsequent termination thereof.

13.Ensure the suitability of the financial product to be promoted for the risk level that the local investor may tolerate, after studying the investor’s financial position and officially informing the investor of the outcome of the risk appetite study, specifying the types of financial products that suits such level.

§Article 12 — Additional Obligations for the Promotion of Foreign

Funds In promoting units of foreign funds in the State, the Promoter shall: 1.Ensure that the conditions set forth below are satisfied by the foreign fund that the Promoter wishes to promote in the State.

In a public offering:

a.The Fund must be incorporated outside the State, with the exception of a fund incorporated outside the State in a free zone or financial free zone, or incorporated in the State in a free zone or financial free zone, and is subject to the supervision of a Regulator similar to the Authority.

b.The fund must be licensed in its jurisdiction for Public Offering. 2.A foreign investment fund promotion shall be limited to qualified investors in a private offering.

3.Ensure that the conditions set forth below are satisfied by the foreign fund wishing to promote its units in the State.

In a private offering:

a.The fund must be incorporated outside State, incorporated in the State in a free zone or financial free zone and is subject to a Regulator similar to the Authority. b.The fund must be licensed in its jurisdiction for the promotion of a Public or Private Offering.

4.Ensure that the foreign fund is not exempted from any regulatory or supervision rules or the regulations for preparing and issuing periodic reports at its domicile of incorporation.

5.Ensure that all mechanisms that enable the foreign fund whose units are promoted to meet all functions and obligations towards the holders of the promoted units in the State, in accordance with the public offering document. 6.Exert due diligence of the careful person when examining and selecting the foreign investment fund to be promoted in the State and in monitoring the performance of such fund after the promotion process in order to guaranty the protection of the investors’ assets and ensure that the fund actually exist and its legal position is sound at its domicile of incorporation.

7.Keep a register for the foreign fund units distributed through it. The register must include the following data:

a.For individuals: The names, addresses, ID card or passport numbers of the unit owners as well as the number of units owned by each.

b.For companies: The names, address of the headquarters and commercial registration numbers and the owned by each.

c.date of adding the name of the individual or company in the register. d.Any other data related to the unit owners.

8.Ensure that the investor in a foreign fund obtains a copy of the public offering document of the funds’ units whether the offering is public or private, before the investor subscribes in the foreign fund units.

9.Ensure that a daily price of the fund’s units is available – or as stipulated in the offering document – or the unit share of the fund’s net assets while adhering to provide the suitable means to enable the investor in the State to have access thereto.

10.Provide its subscribing clients with a proof of their subscriptions in the fund, the units allocated thereto / purchased for them and the document that guarantees their exercise of all their rights as owners of such units. 11.Assume the duties of dividend distribution to the unit owners and/or redeem the units for the owners who so wish according to the announced price and in line with the foreign fund’s offering document unless the foreign fund founder assigns these two functions to another entity in the State.

12.The promotion means for a foreign fund units approved by the Authority for promotion in the State in a private offering must be limited to direct contact with previously specified persons.

13.The minimum limit of subscription by a single investor in the foreign fund approved by the Authority for promotion in the State in a public offering shall be the limit set forth in the offering document.

14.The minimum limit of subscription by a single investor in the foreign fund approved by the Authority for promotion in the State in a private offering is the limit set forth in the offering document provided that it may not be less than AED 500,000 (Five Hundred Thousand Dirhams), with the exception of a fund incorporated outside the State in a free zone or financial free zone, in which case the minimum limit of subscription by a single investor shall be the minimum limit set forth in the offering document provided that it may not be less than One Million Dirhams.

§Article 13 — Application for Introduction

1.It is conditional to approve engagement in the Introduction functions that the applicant for approval is one of the following persons:

a.A person licensed by the Authority to engage in any financial activities or services.

b.A person licensed by a Regulator similar to the Authority to engage in any financial activities or services.

c.Licensed banks and insurance companies whether inside or outside the State. 2.The application to practice the business shall be submitted on the form designed for this purpose enclosing its supporting documents, particularly the type of financial activities or services to be introduced. 3.The Authority shall issue its decision approving or rejecting the application

within a period of no longer than (15) days as of the date of submitting the complete application form.

§Article 14 — Obligations of the Introducer

An Introducer shall comply with the following:

1.The Introduction must be related to financial activities and services intended to deal in financial products.

2.Disclose to the investor the Introduction procedures and any commissions received by the Introducer.

3.Disclose to the parties of the Introduction the relation that links the Introducer to each party.

4.Abstain from providing any financial consultation or financial analysis, unless the Introducer is licensed to do so.

5.Not to receive any funds, assets, orders or requests from the client, directly or indirectly, except for the disclosed commissions.

6.Obtain the approval of the Authority in accordance with the conditions and regulations set by the Authority when conducting any Introduction business outside the State in case the Introducer is one of the entities licensed by the Authority.

§Article 15 — Control and Inspection

To accomplish its control and supervision role, the Authority may: 1.Take all the necessary procedures to perform supervision, control and inspection over the Promoter and Introducer with a view to ensure compliance with the law and regulations of the Authority as well as the decisions, circulars and control issued pursuant to the law.

2.Request any additional clarifications, information, documents and data from the Promoter, Introducer, their workers or the investors.

3.Request the publishing of any information it deems necessary to protect the investors.

4.Reject any license or approvals, or link them with the conditions and restrictions it deems appropriate in accordance with the requirements of the public interest.

§Article 16 — Complaints and Violations

The Authority shall be concerned with receiving complaints and grievances related to the provisions of this Decision in accordance with the regulations and decisions issued thereby in this regard. The Authority may investigate in violations revealed in the inspection or contained in complaints received by the Authority.

§Article 17 — Penalties

1.In the event of any violation of the law, regulations, decisions, circulars or controls issued thereunder by the Promoter or Introducer, the Authority may impose any of the following penalties:

a.Give a warning to the violator.

b.Impose a financial fine not greater than the maximum limit of the fine prescribed in the law.

c.Suspend the Promoter from practicing the business, or suspend the Introducer from practicing the functions for a period of no more than one year. 2.The Authority may cancel the Promoter’s license or cancel the approval issued to the Introducer in any of the following cases:

a.Losing one of the conditions for licensing or the approval prescribed in this Decision.

b.Serious failure to perform any of the duties or obligations. c.Default in paying the annual license renewal fee or the prescribed fines. d.The issuance of a final court judgment declaring the company bankrupt. e.Dissolution and liquidation of the company.

f. [7].

The decision issued on the cancellation of the Promoter’s license or the Introducer’s approval shall determine the method of disposition or settlement of the obligations arising from practicing the activity or functions. Such decision shall be published in accordance with the procedures determined by the Authority at the expense of the company after ensuring that there are no obligations arising from practicing the activity or functions. 3.The Authority may cancel or suspend the promotion or introduction operations for the reasons it deems appropriate or in the event of violating the law, regulations, decisions or circulars issued thereunder, without prejudice to any third party with good faith. The Promoter or Introducer shall bear the damages

caused by the violation on its part.

4.In case of any violation by the approved staff of the Promoter or Introducer against the law, regulations, decisions or circulars issued thereunder, the Authority may impose any of the following penalties:

a.Warning b.Suspension of the profession practice for a period of no more than two months. c.Cancellation of the approval.

§Article 18

The Board may publish the names of violators of the provisions of the Authority Law and the regulations and decisions issued pursuant thereto and violations and penalties issued against them in the manner decided by the law.

§Article 19 — Regularization

Companies and entities engaged in Promotion, or practice Introduction functions must regularize their positions in accordance with the provisions of this Decision. The Authority shall set the procedures and controls, as well as the periods for this purpose.

§Article 20

The Authority shall issue the necessary decisions and forms required to implement the provisions of this Decision.

§Article 21

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

Eng. Sultan bin Saeed Al Mansouri Minister of Economy Issued in Abu Dhabi on: 10/01/2017

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• [1] - 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

• [2] - 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

• [3] - 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

• [4] - The Definition of (Qualified Investor) shall be amended according to Decision No. 37/ R.M of 2019 , and effect on 1/12/2019

• [5] - The temporary suspension has been canceled pursuant to Decision of the Chairman of the SCA Board of Directors No. (30 /R.M) of 2017 which is published in official gazelle on 29/11/2017 and its valid on 30/11/2017.

• [6] - The clause has been added to the Article by Virtue of Decision No.35/R.M of 2019

• [7] - The temporary suspension has been canceled pursuant to Decision of the Chairman of the SCA Board of Directors No. (30 /R.M) of 2017 which is published in official gazelle on 29/11/2017 and its valid on 30/11/2017.