Резолюция Исполнительного совета № (11) от 2022 года об утверждении Устава Открытого акционерного общества «Органы электроэнергии и воды Дубая»

المادة 1

Pursuant to this Resolution, the Articles of Association of the Dubai Electricity and Water Authority PJSC attached to this Resolution, inclusive of the rules and procedures set forth therein, are approved.

المادة 2

a. The head office of the Company shall be in the Emirate of Dubai. The Board of Directors may establish branches and offices of the Company within and outside of the Emirate. b. The Board of Directors may enter into commercial agency agreements with any entity on behalf of the Company; and establish Subsidiaries or Affiliates within or outside of the Emirate.

المادة 3

The term of the Company is ninety-nine (99) Gregorian years, automatically renewable for the same period unless a Special Resolution is issued by the General Assembly modifying the term of the Company or dissolving the Company before the end of the term.

المادة 4

a. The Company is the competent authority in the Emirate exclusively responsible for achieving the following objectives: 1. to set up, manage, operate, maintain, and own the public water and electricity network, including power generation and water desalination stations, water reservoirs, and power and water transportation and distribution networks and systems within the Emirate; 2. to establish; manage; operate; maintain; and own electricity and water networks, power stations, water desalination plants, water reservoirs, and power transmission and water distribution networks and systems outside of the Emirate. 3. to develop all water sources, including the treatment of the water of the reservoirs to become potable; and to store, transport and distribute water to consumers in the Emirate; and 4. to set up and manage such projects in connection with power generation and water supply to satisfy the needs of the public and the requirements of development in the Emirate. b. For the purposes of achieving the objectives set forth in paragraph (a) of this Article, the Company may: 1. purchase electricity and water from any entity at such prices and conditions as the Company may deem fit, and in accordance with the rules and procedures approved by the Company in this regard; 2. contract with others to construct, set up, manage, and operate power generation and water desalination plants; and establish, operate, and dissolve Subsidiaries in accordance with the above-mentioned Law No. (6) of 2011 and other legislation in force in the Emirate; 3. establish companies wholly or partially owned by it, or contribute directly or indirectly to companies in connection with the water and electricity sector, whether within or outside of the Emirate; 4. purchase, sell, and supply fuel to the entities permitted to carry out power generation and water supply in accordance with the applicable legislation in the Emirate; 5. acquire, own, rent, and lease out land and other real property as required to achieve its objectives; 6. invest its funds in any commercial, financial, service, or industrial fields in such manner as the Company may deem appropriate, whether directly, indirectly, or through its Subsidiaries; 7. borrow money with or without security in accordance with the legislation in force in the Emirate, and lend money to Subsidiaries; 8. grant rights of usufruct and any other real rights on the land owned by the Company to any entity or company contributing to the power generation and water supply in the Emirate; 9. execute and oversee projects in accordance with the above-mentioned Executive Council Resolution No. (46) of 2014 and as may be determined by the Board of Directors; and 10. engage in an any other industrial or commercial work or activities related to achieving the objectives of the Company without contradicting the provisions of these Articles and the legislation in force in the Emirate.

المادة 5

أ- يتحدد رأسمال الشركة المصدر بمبلغ (500,000,000) خمسمئة مليون درهم، مقسم إلى (50,000,000,000) خمسين مليار سهم، وتكون القيمة االسمية لِّكل سهم (0.01) واحد فلس. ب- تكون جميع أسهم الشركة من فئة واحدة ومتساوية في الحقوق التي تمنحها من كاّفة الجوانب.

المادة 6

The percentage of Government shareholding of the Company must not be less than fifty one percent (51%) of the share capital of the Company at all times.

المادة 7

The shares of the Company shall be offered for public subscription in accordance with the relevant percentages prescribed by the Executive Council.

المادة 8

One hundred percent (100%) of the total nominal value of the shares shall be paid up in full on subscription.

المادة 9

The Shareholders shall be responsible for the Company’s liabilities and losses only to the extent of any amount unpaid in respect of the shares held by them. Such liabilities of the Shareholders may be increased only with their unanimous consent.

المادة 10

The ownership of any share in the Company shall be deemed an acceptance by the Shareholder to be bound by these Articles and the resolutions of the General Assembly. A Shareholder may not request a refund of the amounts paid to the Company in consideration of his/ her shareholding in the capital.

المادة 11

The shares are not divisible, which means that a share may not be divided among more than one (1) person.

المادة 12

Each share shall entitle its holder to a proportion equal to that of the other shares without distinction. A Shareholder is entitled to: 1. ownership of the assets of the Company, upon dissolution, equal to the value of the shares he/she holds; 2. the profits of the Company, in proportion to the value of the shares he/she holds; 3. the right to attend General Assembly meetings; and 4. voting on the resolutions of the General Assembly.

المادة 13

a. The Company shall list its shares on any Financial Market licensed in the Emirate. The Board of Directors may list the Company shares on Financial Markets outside of the Emirate or the UAE. In issuing, registering, trading in, transferring, and creating rights in the Company shares, the Company shall comply with the rules provided for in these Articles, the Companies Law and the resolutions issued in pursuance thereof, the SCA resolutions, the listing rules, the regulations adopted by the relevant Financial Markets, and the legislation in force in the Emirate. b. The Company’s shares may be sold, transferred, pledged, or otherwise legally disposed of, in accordance with the provisions of these Articles, and all such dispositions shall be registered in a special register referred to as the “Share Register” to be maintained by the Company. Upon listing the Company’s shares on the Financial Market, all dispositions related to these shares, including any set-off or settlement, shall be registered in accordance with the regulations applicable in the Financial Market. c. In the event of the death of a Shareholder, his/ her heir(s) or devisee(s) shall be the only person(s) having rights or interests in the shares of the deceased Shareholder. Such heir(s) or devisee(s) shall be entitled to such dividends and other privileges as the deceased Shareholder would have been entitled in relation to such shares. Such heir(s) or devisee(s), after being registered as a Shareholder in accordance with these Articles, shall have the same rights in his/ her capacity as a Shareholder in the Company as the deceased Shareholder had in relation to such shares. The estate of the deceased Shareholder shall not be exempted from any obligation to the Company or others regarding any share held by him/her at the time of death. d. Any person who becomes entitled to rights to a share or shares in the Company as a result of the death, dissolution, or bankruptcy of any Shareholder, or pursuant to an attachment order issued in favour of that person by any competent court of law, must within thirty (30) days: 1. produce written evidence of such right to the Company; and 2. decide, in accordance with the Companies Law and the resolutions issued in pursuance thereof, either to be registered as a Shareholder or to nominate another person to be registered as a Shareholder of the share(s) devolved unto him/her by way of inheritance, dissolution, bankruptcy, or judicial attachment.

المادة 14

When the Company completes the listing of its shares on the Financial Market, it shall replace its Share Register and ownership transfer system with an electronic system for the registration of the shares and transfer thereof, which is compatible with the system adopted by the Financial Market. The data recorded in that electronic system shall be final and binding, and may not be challenged, transferred, or altered except in accordance with the laws, regulations, and procedures applicable in the Financial Market.

المادة 15

A Shareholder’s heirs, successors, or creditors may not, for whatsoever reason, request the attachment of the Company’s assets. They also may not request to subdivide these assets or sell them, nor to interfere in any way whatsoever in the management of the Company. Those heirs, successors, and creditors must, when exercising their rights, rely on the Company’s inventories and financial statements, and the resolutions of the General Assembly.

المادة 16

The Company shall pay dividends on each share to the last holder of such share whose name is registered in the Share Register on the date specified by the General Assembly for payment of such dividends. Such holder shall have the sole right to the profits due on those shares whether these profits represent dividends or entitlements to a part of the Company’s assets in the event of its liquidation.

المادة 17

a. Subject to the provisions of the Companies Law and the resolutions issued in pursuance thereof, the share capital of the Company may, after obtaining the SCA approval, be increased by issuing new shares of the same nominal value as the original shares or of the same nominal value plus a premium, or with granting a discount on the nominal value of the share. Subject to obtaining the SCA approval, the share capital of the Company may also be reduced in accordance with the provisions of the Companies Law and the resolutions issued in pursuance thereof. b. An increase or a reduction of the share capital shall require a Special Resolution of the General Assembly issued pursuant to a proposal of the Board of Directors after reviewing the Auditor’s report. In the case of increase of the share capital, the resolution must state the amount of the increase and the value of the shares to be issued. In the case of reduction of the share capital, the resolution must state the amount to be reduced and the method of reduction. c. Subject to the provisions of Articles (225), (226), (227), and (231) of the Companies Law, the Company may, after obtaining the SCA approval and issuance of the relevant General Assembly resolution, increase its capital without applying the pre-emption rights of the existing Shareholders: 1. for the purpose of entry of a strategic partner; 2. for the purpose of capitalising the Company’s debts; 3. for the purpose of converting bonds or sukuk issued by the Company into shares; or 4. for acquiring an existing company and issuing new shares of the Company to the partners or shareholders of that acquired company.

المادة 18

a. Subject to the provisions of the Companies Law and the resolutions issued in pursuance thereof, the General Assembly may, pursuant to a Special Resolution and upon the recommendation of the Board of Directors, resolve to issue tradable or non-tradable bonds, sukuk, or other securities of any nature of equal value per issue whether they are convertible to shares or otherwise. The resolution issued by the General Assembly shall determine the value of the bonds, securities or sukuk, the terms of issuance and their tradability and convertibility into shares. The General Assembly may also delegate to the Board of Directors the power to determine the date of issuance of such bonds and sukuks, pursuant to the rules adopted by the Authority. b. Any bond or sukuk issued by the Company shall remain nominal until fully paid up. The Company may not issue “bearer” bonds or sukuks. Bonds or sukuks issued in connection with a single loan shall give equal rights to the holders of such bonds or sukuks. Any condition to the contrary shall be invalid.

المادة 19

a. Subject to the provisions of Article (10) of the Law and the provisions of the above-mentioned Decree No. (55) of 2021, the Company shall be managed by a Board of Directors consisting of the Chairperson, the vice chairperson, and other experienced and specialised members. The number of the Board of Directors members, including the Chairperson and the vice chairperson, may not be less than seven (7). The Directors shall be appointed or elected by the General Assembly via secret Cumulative Voting. b. The Board of Directors shall be appointed or elected in line with the ownership rights in the Company, as follows: 1. The Government Shareholder shall be entitled to appoint a number of Directors commensurate with its shareholding in the Company Share Capital. 2. The remaining Directors shall be elected without participation of the Government Shareholder via secret Cumulative Voting in accordance with the provisions of the Companies Law and the resolutions issued in pursuance thereof. 3. A Director may be an experienced person who is not a Shareholder. 4. The Company shall abide by the Governance Rules with respect to nomination for the Board of Directors membership. A candidate for membership shall provide the Company with the following information and documents: a) a curriculum vitae stating his/ her academic qualifications and professional experience, and details of the position he/she is nominated to; b) an undertaking to abide by the Law, the Companies Law and the resolutions issued in pursuance thereof, and these Articles and to exercise his/ her duties as a prudent person throughout the term of his/ her membership in the Board of Directors; c) a list of the companies and entities for which he/she works at the time of nomination or in which he/she is a Director, in addition to any other competing activity he/she carries out, whether directly or indirectly; d) for representatives of corporate bodies, a letter from the corporate body listing the names of its candidates for the Board of Directors membership; and e) a list of the commercial companies in which he/she is a partner or a shareholder, in addition to the number of shares or stocks he/she owns.

المادة 20

a. Membership of the Board of Directors shall be for a term of three (3) years. At the end of such term, the Board of Directors shall be reconstituted by appointing or electing new members, or reappointing or re-electing former members. b. Where the position of a Director falls vacant, the Board of Directors may appoint a new Director to fill that position within thirty (30) days from the date of vacancy. Such appointment must be presented to the General Assembly in its first subsequent meeting to approve the appointment decision or appoint another Director. The new Director shall complete the term of his/ her predecessor. Where no new Director is appointed within the aforementioned period, the Board of Directors shall, at the first subsequent General Assembly meeting, solicit candidates for election to fill the vacancy in the Board of Directors. c. If the vacant positions during the year reach or exceed twenty-five percent (25%) of the number of Directors, the Board of Directors must call for a General Assembly to convene within thirty (30) days from the date of reaching this percentage in order to elect new Directors. In all cases, a new Director shall complete the term of his/ her predecessor.

المادة 21

a. Upon expiry of the tenure of the Board of Directors formed pursuant to the above-mentioned Decree No. (55) of 2021, the new Board of Directors shall elect by secret ballot, from amongst its members, a Chairperson and a vice chairperson, who shall act in the capacity of the Chairperson in case of his/ her absence or vacancy of his/ her position. b. The Chairperson is responsible for supervising the Board of Directors and the performance of its functions under the Law, these Articles, and the Companies Law and the resolutions issued in pursuance thereof. c. The Board of Directors shall appoint from amongst the Company employees a Secretary

المادة 22

a. The Board of Directors shall undertake the general management of the Company and its performance of all the functions and activities required to achieve its objectives. The Board of Directors shall also act on behalf of the Company within the scope of the functions assigned to it under the Law, the Companies Law and the resolutions issued in pursuance thereof, these Articles, and the General Assembly resolutions. In particular, the Board of Directors shall have the duties and powers to: 1. approve, and follow up the implementation of, the strategic plans and policies of the Company; 2. conclude loan agreements for periods in excess of three (3) years; and sell or mortgage the Company's real property, assets, or movable and immovable property. In this regard, the Board of Directors shall draft the rules and regulations related to concluding loan agreements and selling or mortgaging the Company's real property, assets, or other property; and present the same to the General Assembly for approval in its first meeting; 3. agree to releasing the Company's debtors from liabilities; engage in conciliation and arbitration; agree to the application of foreign laws to any of its agreements; and establish, invest in, sell, dissolve, and liquidate fully or partially owned companies and Subsidiaries; 4. approve the terms of reference of the Board of Directors and all other relevant matters, including the allocation of functions and delegation of responsibilities to Directors; 5. approve the financial, administrative, and technical regulations of the Company, including the delegation of authority matrix; the regulations governing its procurements and asset management; and the regulations governing its human resources; 6. approve the organisational structure of the Company; 7. divide, transfer, convert, merge, consolidate, sell, mortgage, assign, or dispose of, in any legal manner, any of the Company's funds, or assets or the funds or assets of any of the Subsidiaries; 8. allow the Company and the Subsidiaries to engage in any investment, borrowing, or lending; or in issuing guarantees, bonds, sukuk, or any other debt instruments, in accordance with the legislation in force in the Emirate; 9. acquire and merge companies and establishments; and 10. exercise any other duties or powers aligned with the objectives of the Company as required to serve its interests without contradicting the provisions of the legislation in force in the Emirate. b. The Board of Directors may delegate any of its powers under sub-paragraphs (a)(2), (a)(3), and (a)(4) of this Article to a committee formed by the Board of Directors, provided that this committee comprises at least three (3) members. The Board of Directors may also delegate the powers assigned to it under sub-paragraph (a)(5) of this Article to the CEO, provided that such delegation is specific, in writing, and in accordance with the delegation of authority matrix approved by the Board of Directors.

المادة 23

a. Subject to the provisions of paragraphs (b) and (c) of Article (10) of the Law, and the provisions of the above-mentioned Decree No. (56) of 2021, the CEO shall have the powers and undertake the duties set out below: 1. represent the Company before all entities within and outside of the Emirate, including judicial authorities and government and non-government entities; 2. implement all resolutions issued by the General Assembly and the Board of Directors; 3. manage the day-to-day work of the Management and operations of the Company, and ensure the performance of the duties assigned to it under the Law, the Companies Law and the resolutions issued in pursuance thereof, these Articles, the legislation in force in the Emirate, and the regulations applicable by the Company; 4. conclude contracts, agreements, and memoranda of understanding, and sign documents of whatever nature and type, within the powers vested in him/ her under these Articles and the delegation of authority matrix; 5. issue policies, decisions, and internal regulations in connection with the affairs of the Company and the Subsidiaries, except for the regulations which the Board of Directors is exclusively authorised to approve pursuant to sub-paragraph (a)(5) of Article (22) of these Articles; 6. undertake all financial and banking functions, and make the decisions related thereto, in accordance with the powers assigned to him/ her under the regulations adopted by the Company; 7. perform all functions assigned to him/ her under the legislation applicable by the Company, its internal regulations, and other legislation in force in the Emirate; 8. supervise the executive body of the Company and all matters related to its human resources, including approval of the appointment of employees, determination of their salaries and remuneration, their transfer and dismissal, and all other relevant matters, in accordance with the powers stipulated in the human resources regulations adopted by the Company; 9. recommend to the Board of Directors the nomination of the Company representatives in the boards of directors of the Subsidiaries. The appointment of these representatives in the boards of directors of Subsidiaries shall be approved pursuant to a resolution of the Board of Directors; 10. form permanent and temporary committees and work teams, and determine their functions and the remunerations of their members, in line with the regulations adopted by the Company, the Companies Law and the resolutions issued in pursuance thereof; and the Governance Rules; 11. appoint persons to represent the Company in respect of any matter related to serving its interests and protecting its rights; 12. conclude conciliation on behalf of the Company, agree to the application of foreign laws to any of the contracts and agreements concluded by the Company and the Subsidiaries, file lawsuits and appoint attorneys, and conclude judicial and legal settlements in accordance with the Board of Directors resolutions and with a view to serving the Company's interests; and 13. carry out any other duties or powers delegated or assigned to him/ her by the General Assembly, the Chairperson, or the Board of Directors. b. The CEO shall exercise the duties and powers assigned to him under paragraph (a) of this Article in accordance with the relevant delegation of authority matrix approved by the Board of Directors. c. In accordance with work requirements, the CEO may delegate any of his/ her powers under paragraph (a) of this Article to any of the Company employees with a view to serving the interests of the Company and the Subsidiaries, provided that such delegation is specific, in writing, and in accordance with the delegation of authority matrix approved by the Board of Directors.

المادة 24

The Board of Directors shall be convened, at least four (4) times a year and where necessary, at the invitation of its Chairperson, or vice chairperson in case of absence of the Chairperson at the time and place he/ she determines. The meetings of the Board of Directors may be held through audio or videoconferencing facilities. The invitation shall be sent, together with the approved agenda, at least one (1) week before the date scheduled for the meeting. Each Director may request adding any items to the agenda to be discussed at the meeting subject to approval of the request by the chair of the meeting.

المادة 25

a. A meeting of the Board of Directors or any of its committees shall be valid if attended by the majority of its members. Attendance shall be in person, by being physically present or through videoconferencing or any other audio-visual media as may be approved by the Board of Directors or its committee. A Director may give a written proxy to another Director to attend a meeting of the Board of Directors or its committee and vote on his/ her behalf. In such a case, such Director shall have one (1) vote out of the votes of attending members. A Director may not hold more than one proxy at any meeting, and no Director shall vote by way of correspondence. b. The resolutions of the Board of Directors or of its committee shall be passed by majority vote of its members or their representatives. In case of a tie, the chair of the meeting shall have a casting vote.

المادة 26

a. All topics and issues considered and discussed, and decisions made, shall be recorded in the minutes of meetings of the Board of Directors or its committees. Any reservations made by any Director or any dissenting opinions shall also be recorded in these minutes. b. Attending Directors and the Secretary shall sign the minutes of meetings of the Board of Directors or its committee whether with their own hands or electronically. Once approved, copies of these minutes shall be distributed to the Directors for their record. c. The minutes of meetings of the Board of Directors and its committees shall be maintained by the Secretary. Where a Director refuses to sign any minutes of meeting, this shall be recorded in the minutes together with any reasons provided for the refusal.

المادة 27

Without prejudice to the quorum required for convening the Board of Directors, the Board of Directors may approve certain resolutions or recommendations by circulation, subject to the following: 1. The majority of the Directors acknowledge the existence of an emergency requiring issuing resolutions or recommendations by circulation. 2. The resolutions and recommendations required for circulation amongst Directors must be in writing and accompanied with all related documents.

المادة 28

The Chairperson, the CEO, the Secretary, and the Company's legal advisor are hereby authorised, jointly or severally, to provide certified copies of the minutes of meetings of the Board of Directors or its committee, to sign these copies, to confirm that they are certified true copies of the original minutes, and to date these certified copies. Any party dealing with the Company may rely on any of the certified copies as a true copy of the original document.

المادة 29

The Chairperson and Directors must avoid any conflict of interest that may arise as a result of their membership in the Board of Directors or any of its committees, avoid any act that may raise any suspicions of conflict of interest, and disclose any conflicts of interest or any suspicion thereof. In particular, they must refrain from the following: 1. participating in any discussion or vote on, or impacting in any way whatsoever, any decision, recommendation, or procedure in which they or their spouses or relatives up to the fourth degree have any direct or indirect interest; 2. exploiting their membership in the Board of Directors or its committee, disclosing any information they obtain as a result of that membership in order to achieve specific objectives or receive a special service or treatment; 3. participating in any process, procedure, or decision that may affect their objectivity, impartiality, or independence in performing their duties; and 4. being involved in any of the conflicts of interest stipulated in the Companies Law and the resolutions issued in pursuance thereof, and in other legislation in force in the Emirate. Any resolutions issued in violation of this Article shall be deemed null and void.

المادة 30

a. Conflicts of interest must be disclosed by the concerned Director in the minutes of meeting of the Board of Directors or its committee. The Secretary must record that disclosure in a register maintained for this purpose, update this register on a regular basis, and present it to the Chairperson and Directors for perusal. b. The Board of Directors shall have the right to consider any conflict of interest a Director may be involved in, and make the relevant decision by majority vote of attending Directors.

المادة 31

Membership in the Board of Directors will terminate in any of the following cases: 1. death, legal incapacity, or inability to carry on duties; 2. conviction of any felony or other crime affecting honour or trustworthiness; 3. resignation pursuant to a written notice served on the Chairperson; 4. dismissal by a resolution of the General Assembly; or 5. absence, during the tenure of the Board of Directors, for three (3) successive or five (5) non-successive meetings of the Board of Directors, without an excuse acceptable to the Chairperson.

المادة 32

Subject to the provisions of Article (33) of these Articles, a Director may not be personally liable for any obligations of the Company as a result of performing his/ her duties as Director, to the extent that he/ she does not exceed his/ her authority.

المادة 33

a. The Board of Directors and the Management shall be held liable towards the Company, Shareholders, and third parties for all acts of fraud or abuse of powers, and for any breach of the legislation in force or these Articles. Any provision to the contrary shall be invalid. b. The liability of Directors referred to in paragraph (a) of this Article will be joint liability if it arises from a unanimous resolution of the Board of Directors. However, where the relevant resolution is adopted by majority vote, the Directors who have objected to the resolution or made reservations thereon shall not be held liable for the same, provided that they have recorded their objection or reservation in writing in the minutes of the meeting in which the resolution was adopted. A Director who was absent from the meeting in which the resolution was adopted shall not be relieved from liability unless it is proven that he had no knowledge of the resolution or that he knew about the resolution but had not been able to object to it. The Management shall bear the liability specified in paragraph (a) of this Article if the breach arises from a decision issued by it. c. The Company shall, to the extent of the value of its assets, indemnify the Directors and the members of the Management of the Company against any liability, with the exception of criminal liability, incurred by them as a result of or in connection with the performance of their duties in the Company, provided that these Directors or members have been acting in good faith and in a manner they reasonably believed to be in the best interests of the Company. Nonetheless, no indemnification shall be made in respect of any claim or matter as to which that Director or member has been finally adjudged by a competent court to be liable towards the Company. In all events, the Company shall maintain the necessary insurance coverage in respect of the Board of Directors and Management liability.

المادة 34

a. The Company may not provide any loans to any Director or execute guarantees or provide any securities in connection with any loans granted to him/her. A loan shall be deemed as granted to a Director if granted to his/ her spouse, children, or relatives up to the second degree. b. No loan may be granted to a company in which a Director or his/ her spouse, children, or relatives up to the second degree hold more than twenty percent (20%) of the share capital.

المادة 35

a. The Related Parties shall not use any information to which they have access by reason of their membership in the Board of Directors or employment with the Company to achieve any interest whatsoever for themselves or for third parties through dealing in the securities of the Company or any other transactions. The Related Parties may not have a direct or indirect interest with any party entering into transactions intended to influence the price of the securities of the Company or those issued by it. b. Transactions with Related Parties shall be governed by an internal policy approved by the Board of Directors. The Auditor shall state in his/ her annual report any conflicts of interest or financial dealings that have taken place between the Company and any Related Parties, and the action taken in this respect. c. Articles (29), (30), (37), and (48) of these Articles shall not apply to the transactions or dealings entered into or concluded by the Company with the Founder, or by the Company with any other company that is directly or indirectly owned by or under the Control of the Founder, federal government, or local government, or any entity owned directly or indirectly by the Government, the federal government, or any Subsidiary, sister company, or Affiliate of the Company; and shall not apply to any transaction that may be challenged on the grounds of a conflict of interest arising out of the appointment of a Director by the Founder. Any such transactions shall be exempt from compliance with the relevant provisions of the Companies Law and the resolutions issued in pursuance thereof, and with any other rules concerning the transactions of Related Parties regulated by the relevant resolutions issued by the SCA.

المادة 36

a. The remuneration of Directors shall be calculated as a percentage of the net profits of the Company, and may not exceed one percent (1%) of the net profits for the relevant financial year after deducting the depreciation allowance and reserves. The duties of the Chairperson and the CEO must be taken into consideration when determining their remuneration. The Company may reimburse any Director for the expenses he/she incurs. b. Subject to obtaining the approval of the General Assembly, the Board of Directors may pay a Director his/ her remuneration as a lump sum not exceeding two hundred thousand dirhams (AED 200,000.00) at the end of the financial year in the following cases: 1. if the Company is not making a profit; and 2. if the Company makes profits but the Director’s remuneration calculated as a percentage of these profits is less than two hundred thousand dirhams (AED 200,000.00).

المادة 37

Without prejudice to the provisions of the above-mentioned Decree No. (55) of 2021, and the provisions of Article (19) of these Articles, the General Assembly may dismiss all or any of the elected Directors, and solicit candidates for the election of new Directors in their places in accordance with the Governance Rules. A dismissed Director may not stand for election or be re-elected as a Director for at least three (3) years from the date of dismissal.

المادة 38

A General Assembly shall be duly convened in the Emirate where the Shareholders owning more than fifty percent (50%) of the share capital of the Company are in attendance. If the quorum is not present in the first General Assembly meeting, an invitation for a second meeting shall be sent, and that meeting shall be convened no earlier than five (5) days and no later than fifteen (15) days from the scheduled date of the first meeting. The second General Assembly meeting shall be deemed duly convened regardless of the number of Shareholders in attendance.

المادة 39

a. Each Shareholder shall have the right to attend a General Assembly, and each Shareholder shall have a number of votes equal to the number of his/ her shares. A Shareholder may authorise any person to attend the General Assembly on his/ her behalf, provided that such person is not a Director, an employee of the Company, or a brokerage company or any of its employees. Such authorisation shall be valid only if it is documented in a written proxy in accordance with the relevant conditions stipulated by the Board of Directors. The number of shares represented by a proxy for multiple Shareholders may not exceed five percent (5%) of the Company’s share capital. Shareholders lacking legal capacity and legally incapacitated Shareholders shall be represented by their legal representatives. b. A legal person may, pursuant to a resolution of its board of directors or its assignee, delegate a representative, a person in charge of its management, or any of its employees to represent it in the General Assembly. The delegated person shall have the powers determined in the delegating resolution.

المادة 40

a. An invitation to attend a General Assembly shall be served on Shareholders, after obtaining the approval from the SCA, through announcement in two (2) daily local newspapers issued in Arabic and English, or by email, short message service (SMS), or registered mail, at least twenty-one (21) days prior to the date scheduled for the meeting. The invitation must contain the agenda of the General Assembly meeting. A copy of the invitation shall be sent to the SCA and the Competent Authority. b. General Assembly meetings and Shareholders’ participation in its deliberations and voting on its resolutions may be conducted using modern electronic means for distance participation, in accordance with the relevant rules and procedures adopted by the SCA.

المادة 41

A General Assembly shall be convened by: 1. the Board of Directors, at least once a year within the four (4) months following the end of each financial year; 2. the Board of Directors, where necessary, upon a request of the Auditor, or if one or more Shareholders holding not less than ten percent (10%) of the share capital request a meeting. In case of request for meeting, the Board of Directors shall convene a General Assembly meeting within five (5) days from the date of submitting the request. The meeting shall be held within thirty (30) days from the date of its invitation; 3. the Auditor directly, if the Board of Directors fails to send an invitation to convene the General Assembly while this is required under the Companies Law and the resolutions issued in pursuance thereof, or within five (5) days from the date of submission of a request for meeting by the Auditor to the Board of Directors; or 4. the SCA, within five (5) days from the date of its request to the Board of Directors to convene the General Assembly, in the following cases: a. the lapse of thirty (30) days after the date prescribed for the General Assembly meeting, or lapse of four (4) months after the end of the financial year, without the Board of Directors sending an invitation to the meeting; b. if the number of Directors no longer constitutes a quorum; c. where it is established to the Company’s satisfaction, at any time, that violations of the Companies Law or the resolutions issued in pursuance thereof, or of these Articles, have been committed, or substantial errors in managing the Company have been made; or d. if the Board of Directors fails to convene a meeting of the General Assembly requested by one or more Shareholders representing ten percent (10%) or more of the share capital of the Company.

المادة 42

The following items shall be included on the agenda of the annual General Assembly for action: 1. the report of the Board of Directors on the activities of the Company and its financial position throughout the year; and the report of the Auditor, for approval; 2. the balance sheet and profit and loss account, for discussion and approval; 3. election of Directors, where necessary; 4. appointment of Auditors and determining their remuneration; 5. the proposals of the Board of Directors concerning the distribution of profits, whether as cash dividends or bonus shares, for consideration; 6. the proposals of the Board of Directors concerning the remuneration of Directors and determination of the same in accordance with the provisions of these Articles, for consideration; 7. any case of dismissal, discharge of liability, impeachment, or suing of Directors where necessary; and 8. any case of dismissal, discharge of liability, impeachment, or suing of Auditors where necessary.

المادة 43

a. The Shareholders wishing to attend a General Assembly meeting must, within sufficient time prior to the meeting, register their names in the electronic register maintained by the Management for this purpose. This register must include the name of the Shareholder or

المادة 44

The register of Shareholders shall be closed in accordance with the regulations on trading, setoff, settlement, transfer of ownership, and custody of securities and the relevant rules prevailing in the Financial Market.

المادة 45

The provisions of the Companies Law and the resolutions issued in pursuance thereof shall apply to the quorum required for the validity of General Assembly meetings and to the majority required to adopt resolutions.

المادة 46

a. A General Assembly meeting shall be chaired by the Chairperson, or by the vice chairperson in case of absence of the Chairperson. If both the Chairperson and vice chairperson are absent, the General Assembly meeting shall be chaired by the CEO or by any Director appointed by the Board of Directors for this purpose. b. If the persons referred to in paragraph (a) of this Article are not present in the meeting, the General Assembly shall appoint a Shareholder to chair the meeting and shall appoint a secretary for the meeting. c. The General Assembly shall appoint a teller to count votes in any of its meetings. d. The minutes of meetings of the General Assembly and the details of the attendees shall be recorded in special books maintained for this purpose. These minutes must be signed by the chair of the relevant meeting, the General Assembly Secretary, the tellers, and the Auditor. The signatories of the minutes of meeting shall be held liable for the accuracy of the information contained therein.

المادة 47

Voting at a General Assembly shall be in such manner as specified by the chair of the General Assembly meeting, unless the General Assembly prescribes a different manner of voting. Voting must be by secret ballot if it relates to the dismissal or impeachment of Directors.

المادة 48

a. Directors may not participate in voting on any General Assembly decisions relating to discharging them from liability for management or conferring a private benefit upon them or which relates to a conflict of interest or dispute between them and the Company. b. A person having the right to attend General Assembly meetings may not participate in voting in his/ her personal capacity or by proxy on matters related to a personal benefit or an existing dispute between him and the Company.

المادة 49

Subject to the Companies Law and the resolutions issued in pursuance thereof, the General Assembly may, pursuant to a Special Resolution: 1. increase or reduce the share capital of the Company in any way; 2. sell or dispose of, in any legal manner, all or any part of the business, projects, or assets of the Company; 3. extend or terminate the term of the Company; 4. issue sukuk, bonds, or any other financial instruments; 5. subject to obtaining the approval of the SCA, decide to allocate a percentage of its annual profits or accumulated profits for social responsibility purposes. In that case, the Company must disclose its social responsibility contribution on its website upon the end of the financial year, and the Auditor must include in his/ her report and in the Company's annual financial statements the names of the beneficiary(ies) of the social responsibility contribution of the Company; and 6. amend these Articles, subject to the following restrictions: a. amendments may not increase the Shareholders' obligations; and b. amendments may not lead to the transfer of head office of the Company to outside of the Emirate.

المادة 50

Subject to the legislation applicable to the SCA and the Financial Markets, the owners of registered shares as of the working day preceding a General Assembly meeting shall be deemed the holders of the right to vote in that meeting.