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  • Chapter Fifteen: Provisions of Control, Ownership of the Company and its Merger

    • Article (74): Controlling Stakes

      1.

      No Person may, whether solely or jointly with related parties, own a controlling stake or increase the controlling stake in the Company or exercise powers rendering him to be perceived as an owner of a controlling stake, without obtaining the approval of the CBUAE.

      2.

      In case it is established that a Person has violated the provision of Clause (1) above, the CBUAE may impose one or more of the following measures:

        

      a.

      Serving a violation notice and giving the violating party or a time limit for regularization, in accordance with the mechanism determined by the CBUAE;

        

      b.

      Depriving the violating party of dividends or benefits, to the extent of the violation. ;

        

      c.

      Preventing the violating party from voting in the Company’s general assembly or running for membership of the Company’s board of directors until regularization is done or implementation of the procedure determined the CBUAE;

        

      d.

      In case the violating party is a member of the Company’s board of directors, suspending or revoking its membership;

        

      e.

      Preventing the violating party from disposing of the proportion that exceeds the controlling stake without obtaining the prior written approval of the CBUAE; and

        

      f.

      Any other measures decided by the Board.

      3.

      The Board shall issue the regulations and directives pertaining to determining related parties with their shareholding in the Company’s capital, and restrictions to shares and situations of control, pursuant to the provisions of Federal Decree-Law No. (32) of 2021, referred to hereinabove, or any other superseding law.

    • Article (75): Ownership of Insurance Company’s Shares

      An Insurance Company may not, whether directly or through related parties, own shares of another Insurance Company or bonds convertible to shares, except in accordance with the controls and directives issued by the Board in this regard.

    • Article (76): Controls of Merger and Acquisition

      1)

      A Company may not merge with, or acquire any other Company, regardless of its activity, and may not transfer any part of its obligations to another Person unless after obtaining the prior approval of the CBUAE.

      2)

      Without prejudice to the legislation in force in the State on merger and acquisition, the Board may issue the regulations, , directives and rules related to merger and acquisition.