Chairman of the Authority’s Board of Directors’ Resolution No. (06/Chairman) of 2019 Concerning Amendment of the Chairman of the Authority’s Board of Directors’ Resolution No. (11/Chairman) of 2016

§Preamble

The Chairman of the Authority’s Board of Directors’ Decision No.

(06/R.M) of 2019

concerning amendment of the Chairman of the Authority’s Board of Directors’ Decision No. (11/R.M) of 2016 concerning the Regulations for Issuing and Offering Shares of Public Joint Stock Companies

The Chairman of the Securities and Commodities Authority,

Having considered The Federal Law No. (4) of 2000 concerning the Emirates Securities and Commodities Authority and Market, as amended;

The Federal Law No. (2) of 2015 concerning Commercial Companies, as amended;

Federal Decree No. (130) of 2017 concerning the Formation of the Cabinet of the United Arab Emirates;

The Cabinet Resolution No. (13) of 2000 concerning the Regulation of the Functioning of the Securities and Commodities Authority, as amended;

The Cabinet Resolution No. (14/8W) of 2017 concerning the Restructuring of the Securities and Commodities Authority Board;

The Chairman of the Authority’s Board of Directors’ Decision No. (11/R.M) of 2016 concerning the Regulations for Issuing and Offering Shares of Public Joint Stock Companies; and

Based on the Authority’s Board of Directors approval in its 7th meeting of the 7th term in the session dated 5/2/2018, and

As required for the public interest,

Has decided:

§Article 1

A new article No. (6/bis) shall be added to the above–mentioned Chairman of the Authority’s Board of Directors’ Decision No. (11/R.M) of 2016 and entitled as (Share Premium and Discount) to be read as follows:

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

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

2. Issue capital increase shares with an share discount in cases excepted by the Cabinet in accordance with the provisions of the Commercial Companies Law. This discount shall be calculated according to the mechanism established by the Company and approved by the Authority in accordance with the following conditions: A. The Company has declared its audited financial statements for at least one financial year.

B. The share discount shall be credited to the Company's paid-up capital allocation and subsequently accounted in accordance with applicable International Financial Reporting Standards (IFRS).

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

§Article 2

A new paragraph no. (H) shall be added to clause No. (2), article No. (11) of the referred Chairman of the Authority’s Board of Directors’ Decision No. (11/R.M) of 2016, to be read as follows:

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

A. The Company-related basic risks, including its assets, liabilities and financial position.

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

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

D. The Offering reason and purposes and the method of using the proceeds.

E. Controls and report on the governance implemented by the Company.

F. The dividends policy and distribution procedures.

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

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

§Article 3

Clause No. (5) of article ( 30/ bis 3) of the referred Chairman of the Authority’s Board of Directors’ Decision No. (11/R.M) of 2016 shall be deleted.

§Article 4

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 Mansoori Chairman of Board of Directors

Issued in Abu Dhabi on 27/2/2019