Dubai International Financial Centre Companies

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Foreword

Codan International Limited (an affiliate of Conyers Dill & Pearman) provides secretarial services to companies incorporated in the Dubai International Financial Centre (the DIFC). The secretary of a DIFC company may be an individual, a body corporate or a partnership, provided that a corporate secretary must be incorporated, established or registered in the DIFC or registered in a jurisdiction approved by the Registrar of Companies by circular and a secretary that is a partnership must be established in the DIFC. This memorandum has been prepared for the assistance of those who are considering the operation of DIFC companies and deals in broad terms with the requirements of DIFC law in that regard. It is not intended to be exhaustive but merely to provide information that we hope will be of use to our clients. Conyers Dill & Pearman does not generally advise in connection with the incorporation of DIFC companies or other matters of DIFC law. We recommend that our clients and prospective clients seek legal advice in the DIFC on their specific proposals before taking steps to implement them. Persons considering establishing companies to carry on financial services business that is regulated by the Dubai Financial Services Authority should consult legal counsel on that topic. Before proceeding with the incorporation of a company in the DIFC, persons are also advised to consult their tax, legal and other professional advisers in their respective jurisdictions. Copies of the Companies Law, DIFC Law No. 2 of 2009 and of the Companies Regulations made pursuant thereto are available from the DIFCs website at http://www.difc.ae/. This memorandum has been prepared on the basis of the law and practice as at the date referred to below. Conyers Dill & Pearman February 2013

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TABLE OF CONTENTS

1. INTRODUCTION

2. TYPES OF COMPANIES

3. INCORPORATION, COMMERCIAL LICENCE AND CAPACITY

3.1 PreIncorporation Matters 3.2 Incorporation Application 3.3 Additional Requirements 3.4 Commercial Licence 3.5 Renewing the Commercial Licence 3.6 Corporate Capacity 4. VARIOUS REQUIREMENTS OF DIFC LAW

4.1 Name 4.2 Change of Name 4.3 Articles of Association 4.4 Changes to Articles 4.5 Registered Office 4.6 Change of Registered Office 4.7 Registers and Records 4.8 Particulars in Correspondence 4.9 Directors or Managers 4.10 Secretary 4.11 Register of Directors (or Managers) and Secretary 4.12 Changes to Register of Directors (or Managers) and Secretary 4.13 Bankers 4.14 Books of Account 4.15 Auditors 4.16 Shareholders or Members 4.17 Register of Shareholders or Members 5. TRANSACTIONS INVOLVING SHARES OR MEMBERSHIP INTERESTS

5.1 Allotment of Shares 5.2 Transfer of Shares and Share Certificates

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5.3 Transfer of Membership Interests 5.4 Redemption and Repurchase of Shares 5.5 Dividends and Distributions 6. OPERATION OF A DIFC COMPANY

6.1 Shareholders Meetings 6.2 Shareholders and Members Resolutions 6.3 Annual Returns 6.4 Management 6.5 Directors Meetings 6.6 Contracts PreIncorporation 6.7 Contracts PostIncorporation 7. CHANGES TO SHARE CAPITAL

7.1 Alteration and Increase of Share Capital 7.2 Reduction of Capital 8. PUBLIC RECORDS OF A DIFC COMPANY

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1. INTRODUCTION

Dubai is one of the seven emirates making up the United Arab Emirates (the UAE). In recent years it has achieved remarkable economic growth and political stability and has become a highly attractive destination for foreign direct investment. Dubai has been transformed from an oil andgasdependent state to a broadly diversified economy based on international trade, banking, tourism, real estate and manufacturing. The Dubai International Financial Centre (the DIFC) was established as a financial free zone within Dubai in 2004. As such, it is generally exempt from the federal laws of the UAE (except for criminal and administrative laws and the anti money laundering law). Instead, the DIFC has created a legal and regulatory framework for civil and commercial matters that is largely based on the common laws of England. The DIFC has three independent central bodies: (i) the DIFC Authority (DIFCA); (ii) the DIFC Judicial Authority; and (iii) the Dubai Financial Services Authority (DFSA). The DIFCA oversees the operation and administration of the DIFC, and is responsible for the development of laws and regulations that do not relate to financial services. The DFSA is responsible for developing the DIFC regulatory framework, including authorising, licensing and registration of financial services and related activities. The President of the DIFC is His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Ruler of Dubai. The principal statute governing the formation and operation of DIFC companies is the Companies Law, DIFC Law No. 2 of 2009 (the Companies Law) and the Companies Regulations made pursuant thereto (the Regulations). The DIFC Registrar of Companies (the ROC) operates under the Companies Law, and is responsible for incorporating and registering all types of companies in the DIFC. Any entity intending to operate in the DIFC must be incorporated or registered with the ROC under the relevant DIFC law. In addition, businesses engaged in financial services and related activities within the DIFC are subject to authorisation and financial services regulations administered by the DFSA. 2. TYPES OF COMPANIES

The Companies Law provides for the incorporation of: (i) companies limited by shares (sometimes referred to as LTDs); and (ii) limited liability companies (sometimes referred to as LLCs). The Companies Law also provides for the registration of a branch office of a preexisting foreign company (a Recognised Company), and for the transfer

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of an existing company to the DIFC from another jurisdiction (a Continued Company). LTDs and LLCs are incorporated entities that have separate and independent legal status from their incorporators, while a Recognised Company is a registered entity that is an extension, and an inseparable part, of the foreignincorporated company. A Continued Company is treated as if it were incorporated under the Companies Law. This memorandum is concerned only with the formation and operation of DIFC LTDs and LLCs. It does not address either Protected Cell Companies or Investment Companies (Funds) within the meaning of the Regulations, to which additional and separate regulatory requirements apply. An LTD is a company incorporated with share capital. The liability of its shareholder(s) will be limited to the amount, if any, that remains unpaid on the shares held by them. This is, of course, the most common form of company. There is generally no distinction under the Companies Law between public and private LTDs. The offer of shares or other securities by a company in or from the DIFC is regulated by the Markets Law, DIFC Law No. 12 of 2004 (the Markets Law) and the Offered Securities Rules made thereunder. An LLC is a company incorporated with capital divided into membership interests. The liability of its member(s) will be limited to the obligation to pay the amount of their membership interests, which may not be represented by securities. An LLC may not offer membership interests by way of a public offer, and it may not issue securities of any kind. Its authorised capital must be fully subscribed and paid for at the time of incorporation. 3. INCORPORATION, COMMERCIAL LICENCE AND CAPACITY

3.1 Pre-Incorporation Matters

No person may conduct or attempt to conduct business operations in or from the DIFC unless and until such person has been duly permitted to do so by the Registrar. Due permission is evidenced by the issuance of a Certificate of Incorporation, registration or continuation (as the case may be) along with a commercial license as provided for in the Regulations.

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As a preliminary matter, anyone proposing to establish operations in the DIFC must meet with a DIFCA representative. A person that does not propose to carry on financial or ancillary services will be required to submit an application form, together with a business plan, to DIFCA. A person that proposes to carry on financial or ancillary services will need to apply to the DFSA for a licence. Additional information in this regard can be found under the caption Operating in DIFC Registration and Setup on the DIFC website (http://www.difc.ae/). The approval of DIFCA, or if the applicants business is financial or ancillary services, authorisation from the DFSA, must be obtained before incorporation in the DIFC may be completed. 3.2 Incorporation Application

One or more persons may apply f