Administrative Resolution No. (45/CEO) of 2016 Concerning Regulation for Complaints Relating to Financial Markets Transactions

§Preamble

Administrative Decision No. (45 / R.T) of 2016 Concerning Regulation for Complaints Relating to Financial

Markets Transactions The Chief Executive Officer having considered The Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities Authority and Market, as amended;

The Cabinet’s Resolution No. (13) of 2000 concerning the Regulation for the Functioning of the Securities and Commodities Authority, as amended; The Authority's Board of Directors' Decision No. (53) of 2013 concerning the Powers and Responsibilities Schedule;

The Chairman of the Authority's Board of Directors’ Decision No. (38 / R) of 2015 concerning the Assignment of Dr. Obaid Saif Al Zaabi to Assume the Functions of the Chief Executive Officer of the Securities and Commodities Authority; The Chairman of the Authority's Board of Directors’ Decision No. (18 / R) of 2016 concerning Authorizing the Chief Executive Officer to issue the Governing Decisions in Complaints, violations and Grievances Relating to the Financial Markets Transactions; and Based on the requirements and the work interest, Has decided:

Definitions

§Article 1

The following words and expressions shall have the meanings assigned thereto hereunder unless the context states otherwise:

State:The United Arab Emirates.

Law:Federal Law No. 4 of 2000 concerning the Emirates Securities and Commodities Authority and Market, as amended.

Authority:The Securities and Commodities Authority.

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

Chief Executive Officer:The Chief Executive Officer of the Authority. Complaint:An application to the Authority to consider a dispute arising among the traders in the Market in relation to securities and commodities. Complainant:Every natural or corporate person filing a complaint to the Authority. Respondent:Every natural or corporate person against whom a complaint is filed before the Authority.

Investigation:The procedures adopted to reveal all issues pertaining to the subject matter of the complaint.

Competent Department:Enforcement and Follow-up Department

Scope of the Regulation Effect

§Article 2

The provisions of this Regulation shall be applied to:

1.Complaints arising among the traders in the Market.

2.Complaints which were unresolved prior to the Regulations’ effective date.

Jurisdiction of the Authority

§Article 3

1.The Authority, represented by the Competent Department, shall have the jurisdiction to consider the complaints relating to transactions in the financial markets involving entities that are subject to the Authority’s supervision and oversight in accordance with the legislation applicable at the Authority. 2.The Authority shall not consider the complaints submitted against persons whose licenses were revoked by the Authority in cases where all guarantees are recovered.

§Article 4

1.When considering the complaints, the Competent Department shall apply the procedures set forth in this Regulation as well as in the law, regulations, decisions and instructions issued thereunder.

2.In all issues not stipulated in a provision, the Competent Department may be guided by the provisions of the Civil Procedures Law, the Law of Evidence in Civil and Commercial Transactions, and other laws and general rules applicable in the State in conformity with the nature of the complaint filed with the Department.

Approved Language

§Article 5

Arabic shall be the official language for the procedures in considering and resolving complaints. No statements shall be made before the Authority in any language other than Arabic. Any one cannot speak in Arabic, can accompany an interpreter who also shall sign the case report. Unless the Authority accepts

otherwise, any party wishing to submit documents or statements not written in Arabic, shall enclose therewith, upon the request of the Authority, a certified Arabic translation thereof. Subject to the approval of the concerned person, conducting the investigation in languages other than Arabic may be exempted provided that the concerned person shall be informed of the same at the start of the report and provided he/she shall sign the report to confirm his/her consent.

Eligibility

§Article 6

The provisions set forth in the laws applicable in the State pertaining to eligibility shall apply.

Interest in the Complaint

§Article 7

No application or defense may be accepted from a person who has no existing and legitimate interest therein.

Initial Complaint

§Article 8

Except in urgent cases as assessed by the Authority, if the Respondent is a corporate person, the Complainant shall file an initial complaint to the Respondent. In case they could not agree on a solution within (5) business days from the complaint submission date, the complaint may be submitted to the Authority along with evidence on the submission of the initial complaint.

Cases of Complaint Dismissal

§Article 9

A complaint shall not be accepted in the following cases:

1.If the subject matter of the complaint is being heard before a judiciary or if a court judgment has been issued on its subject matter.

2.If the complaint does not include any of the statements set forth in Article (12) herein.

3.If the complaint was previously submitted to the Authority by the same opponents for the same reasons and a decision was issued on the complaint, unless the Authority deems that there are serious reasons that exceptionally warrants re-consideration thereof.

4.The lapse of one year from the date of the last disputed trading or from the date of establishing knowledge of the incident subject of complaint. 5.If the Complainant serves as an employee for the Respondent or vice versa and the complaint is related to their labor relationship.

6.Failure to comply with Article (8) herein.

7.Any other case determined at the discretion of the Authority.

Filing the Complaint Application

§Article 10

The complaint application shall be filed on the form prepared for this purpose through the designated electronic system, smart applications, or any other means accepted by the Authority, provided that the Complainant, as the case may be, provides the Authority later with the supporting documents including the original complaint.

Representing Third Parties in Complaints

§Article 11

A complaint may be filed on behalf of a third party and such party may be represented before the Authority in the following cases:

1.The person filing the complaint shall be an agent with an official power of attorney attested by the competent authorities in this regard. 2.The person filing the complaint shall be the guardian of one of his/her minor children. He/she must submit a proof thereof.

3.The person filing the complaint shall be the custodian or a trustee. He/she must submit a proof thereof.

4.The person filing the complaint shall be authorized upon an official letter by the concerned party.

Statements to be included in the Complaint

§Article 12

The filed complaint shall be submitted in Arabic showing its filing date, and shall include the following statements and documents:

1.Full name, current address and contact information of the Complainant. The address shall be stated in details including the telephone number and e-mail address, along with a copy of a valid identification.

2.Full name, last known address, telephone number and e-mail address, if any, of the Respondent.

3.A copy of the initial complaint.

4.A detailed description of the subject matter of the complaint. The facts must be presented in chronological order of events including the dates and times, if possible.

5.Clear requests of the Complainant.

6.Documents and records supporting the complaint must be enclosed.

7.A statement whether the Complainant or Respondent have previously taken any legal actions in this regard.

8.A copy of the complaint previously submitted to the Authority or the concerned Market, if any.

9.A copy of the identification data of the legal representative in case the legal representative of the Complainant is filing the complaint, provided that legal representative shall submits the original copy of the power of attorney. 10.The signature of the Complainant or his/her representative. 11.Any other statements or information as the Authority deems necessary. As an exception, the complaint or related documents may be submitted in English, and the authority may request the complainant to submit a certified translation in Arabic of the complaint and the documents if it deems it necessary [1].

Registration of Complaints

§Article 13

Complaints shall be registered in the relevant Register with the Competent Department.

Notice and Intimation

§Article 14

1.The Competent Department may notify the Respondent of the complaint along with the documents presented by the Complainant.

2.The notice or intimation shall be sent to any of the complaint parties or their representatives at the last known addresses and shall be delivered against a receipt, or by registered mail, fax, electronic mail, or recorded phone call, or any other legally recognized means of communication as long as a proof is obtained to prove transmission or notification. The notice or intimation shall be deemed completed once it is served to the other party or his/her representative on the sending day. Receipt of the notice or intimation shall be deemed as proof of taking knowledge of its content.

3.In case of failure to notify or intimate the Respondent due to an incorrect address stated in the complaint, the complaint shall be dismissed and deemed null.

§Article 15

1.The Respondent shall respond to the complaint no later than (10) business days from the date of receiving the complaint.

2.If the Respondent fails to respond within the period set in Clause (1) herein, the

Competent Department may, at its own discretion in cases that warrants so, grant the Respondent an extension for similar periods to respond upon a grounded request submitted by the Respondent. In case the extension periods lapse without respond, the Competent Department shall consider the complaint using the available documents and data.

Investigating the Complaint Parties

§Article 16

Each party to the complaint shall be investigated separately. If necessary, the investigation may be conducted by making the opponents face each other.

§Article 17

In the cases the Competent Department deems necessary, a report of the facts shall be drawn up under the title of “Investigation Report” stating the date and place of report opening, name of investigator (s), subject matter of the investigation, and the names and capacities of persons under investigation as per the form prepared for this purpose.

Notice to Appear for Investigation

§Article 18

I.The Competent Department may summon whoever it deems necessary to appear before it using the relevant form of notice of summons provided that such notice includes the following data:

1.Name and capacity of the person to be heard.

2.Subject matter of the investigation.

3.Date, hour and venue of the investigation.

4.Required documents.

II.In case the summoned person fails to appear on time, the Competent Department shall consider the complaint using the available documents and data.

Seeking the Assistance of Other Entities

§Article 19

In considering the complaint, the Authority may seek the assistance of competent entities in the State and take all administrative procedures and actions that will enable the Authority to collect the necessary information and evidence to establish the truth about the complaint, including conducting investigations, hearing the statements of the opponents, accepting witnesses’ testimonies, and any other procedures or actions that conform with the nature of complaint in

question.

§Article 20

To initiate the procedures of the complaint, the Competent Department may take all possible procedures, including in particular:

1.Conduct inspection at any of the entities which subject to the Authority’s oversight, audit its records and books, and obtain any information or documents relevant to the subject matter of the complaint through the concerned department in the Authority.

2.Obtain initial statements from any person working for any of the entities which subject to the Authority’s oversight and obtain any relevant information, documents or records. Such statements shall be in writing and signed by the person who gave them. In case a person refuses to sign the statement, such refusal shall be annotated in the statement.

3.Request any documents or data related to the subject matter of complaint. 4.Summon witnesses and hear their testimonies.

5.Hear the statements of the violator; and the Competent Department may replace the hearing of statements with a request of a written reply from the concerned person on the notice addressed thereto.

6.Seek assistance from any of the Authority’s employees.

Closing the Complaint

§Article 21

The complaint may be closed at any stage of its consideration in the following cases:

1.Agreement by the complaint opponents to reconcile.

2.Waiver of the complaint by the Complainant.

3.The Complainant fails to meet the Authority’s requests during the consideration of the complaint.

§Article 22

1-The Authority may take the necessary actions if the consideration of the complaint reveals facts that constitute a punishable crime under the laws applicable in the State.

2-The Competent Department shall take the necessary procedures to consider the violation without prejudice to the complaint consideration procedures if the consideration of the complaint reveals certain facts that constitute a violation.

Compensation

§Article 23

All claims for material or moral compensation are not included in the jurisdiction of the Authority without prejudice of the aggrieved party’s right to resort to the judiciary to claim such compensation.

Decision on the Complaint

§Article 24

1.The competent department shall submit a written memorandum to the Chief Executive Officer, including a description of the subject of the complaint, a summary of the actions taken, and its recommendations, within (30) days from the date of receipt of the complaint. This period may be extended for similar periods based on a recommendation from the head of the relevant department and the approval of the director of the competent department.[2][3] 2.The period stated in Clause (1) herein shall be a regulatory period, which if breached shall not invalidate any action taken on the complaint. 3.The decision on the complaint shall be issued by the Chief Executive Officer and the Competent Department shall inform the complaint parties of such decision.

Implementation of the Decision

§Article 25 — Without prejudice to the provisions of the Regulation for Grievances against

Decisions Relating to Financial Markets Transactions, the issued decision by the Authority on the complaint shall be implemented under the supervision of the concerned Market in relation to technical matters. In all cases, the decision shall be implemented under the control of the Authority, provided that the Market and the losing party shall notify the Authority once the implementation is completed.

§Article 26

Any provision conflicting with the provisions of this Regulation shall be repealed.

§Article 27

This Decision shall be communicated to those concerned with its

implementation, and shall be effective from the date of issuance.

Obaid Saif Al Zaabi Acting Chief Executive Officer

Issued in Abu Dhabi on: 23/06/2016

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• [1] - A new paragraph has been added to Article (12) according to Administrative Decision No. (72/R.T) of 2018

• [2] - Clause (1) of Article (24) was amended pursuant to Administrative Resolution No. (41/CEO) of 2025 amending the Violations and Administrative Penalties System for the Implementation of the Authority

• [3] - Clause (1) of Article (24) was amended by Administrative Resolution No. (17/CEO) of 2021 regarding amending the system for considering complaints related to financial market transactions.