1)

The Board shall set a framework for restructuring and liquidating the Companies, including the controls, conditions and rules in this respect to reduce the consequences that may be caused from the imbalance in its financial position.

2)

The CBUAE may request from the relevant authorities in the State to temporarily seize the Company that suffers from an imbalance in its financial position and take possession of its assets, property and rights of its shareholders, issue a decision requesting the competent court to liquidate or dissolve the Company in question, and develop a plan to liquidate or transfer its assets, liabilities, settlements and clearances, as the CBUAE deems appropriate, and implement or supervise the implementation of the liquidation plan, or take a decision on the restructuring or submit a request for a bankruptcy declaration to the competent court, pursuant to the legislation in force in this regard.

3)

The CBUAE may coordinate with the relevant authorities in the State before the Board issues any decisions in accordance with the provisions of this Article, whenever it deems necessary. The CBUAE may request the competent judicial authorities to take precautionary and summary measures and procedures and any other measures that would protect policyholders, creditors, shareholders and their interests, or as dictated by public interest.

1)

For the purposes of restructuring the Company pursuant to the provisions of paragraph (m), Clause (2) of Article (33) above, the Board may issue a decision dissolving the Company’s board of directors and forming a neutral committee to restructure the Company in accordance with Paragraph (d), Clause (2) of Article (33) above. The committee shall submit a monthly report, to the CBUAE on the progress of the restructuring procedures, or whenever requested by the CBUAE.

2)

For such purpose, the restructuring includes managing the Company and organizing its distressed financial affairs by negotiating with all its creditors to determine the Company’s debts and its repayment method by adopting a plan for the restructuring.

3)

The committee referred to in Clause (1) above shall publish an announcement in the Official Gazette for (3) three consecutive business days in two local daily newspapers, one of them published in Arabic, at the expense of the Company, which shall include an invitation to all creditors to submit statements of the amount of their debts, along with supporting documents, within a period not exceeding (30) thirty days from the date of publishing the last announcement. No statements submitted by any creditor may be accepted following the lapse of such period.

1)

The committee referred to in Clause (1) of Article (78) of this Decree- Law shall prepare its report on the restructuring plan within a period not exceeding fifteen (15) days from the date the debts are established and invite creditors to approve the plan under an announcement to be published in two local daily newspapers, one of which is published in Arabic, provided that the plan is approved by creditors representing at least three-fourths of non-preferred creditors and unsecured by a pledge.

2)

In the event that the creditors approve the plan, in accordance with the provisions of Article (a) of this Article, the committee shall submit this plan to the CBUAE, which shall accordingly be submitted to the Board for approval.

3)

In the event that creditors reject the plan prepared in accordance with the provisions of Clause (1) above, the Committee shall submit a report accordingly to the CBUAE, which shall submit it along with its recommendations to the Board.

4)

The Board may take an appropriate decision on the submitted plan in accordance with the provisions of Clause (1) above. In the event that the Board approves the plan, the restructuring procedures shall be proceeded with, and in case of rejection, the Board decides to take the appropriate action, pursuant to the provisions of Clause (2) of Article (33) of this Decree-Law.

5)

After completing the restructuring, a new Board of Directors of the company will be elected, pursuant to the provisions of the legislation in force in the State.

1)

Without prejudice to the provisions of Federal Decree-Law No. (32) of 2021 referred to hereinabove, the provisions contained in this Decree- Law and the regulations and resolutions issued thereunder shall apply to the Company’s liquidation. The liquidation shall be carried out by one or more liquidators appointed by the general assembly by way of a special resolution. If the liquidation is based on a court judgment, the court shall indicate the method of liquidation and shall appoint the liquidator. The liquidator’s appointment decision shall specify his fees and powers, along with an obligation to provide a guarantee, if necessary. If the liquidator’s fees are not determined in the appointment decision, they shall be determined by the competent court.

2)

The decision appointing the liquidator shall be announced by registration in the Commercial Register, and such announcement shall be published in two local daily newspapers, one of which is published in Arabic, within a period not exceeding seven (7) days from the date of the announcement. Such appointment may be invoked vis-à-vis third parties only from the announcement date.

3)

The authority of the Company’s board of directors shall end when the Company goes into liquidation. In the course of liquidation, the Company shall retain legal personality to the extent necessary for the liquidation proceedings. The powers of the Company’s organizational units and affiliates shall be restricted to the liquidation proceedings that do not fall within the powers of liquidators.

1)

Any party in interest may challenge the decision issued by the Company’s general assembly appointing the liquidator before the competent court, within (40) forty days from the date announcing the appointment decision.

2)

The challenge referred to in Clause (1) above shall not suspend the liquidation proceedings, unless otherwise decided by the court.

1)

The liquidator adds the phrase (under liquidation) next to the name of the Company in all its documents and correspondence;

2)

Discontinuation of any delegation of authority or signatory power issued by any entity, and the liquidator shall be exclusively competent to grant any delegation of authority or signatory power required by the liquidation proceedings;

3)

Suspension of the statute of limitation that leads to the inadmissibility of the lawsuit with regard to any rights or claims due or existing in favor of the Company for a period of one year starting from the date of issuance of the liquidation decision;

4)

Stay of cases and proceedings brought by or against the Company for a period of six (6) months, unless the court decides to proceed with such cases before the expiry of this time period, without prejudice to the provisions of Clause (5) of this Article; and

5)

Stay of any procedural or executive transactions against the Company, unless such transactions are based on the request of a pledgee and related to the pledged property, in such case, such transactions shall be discontinued or their acceptance shall be prevented for a period of (6) six months from the date on which the liquidation decision is issued.

1)

Managing the Company’s business to the extent required by the liquidation procedures;

2)

Making a record of all the Company’s assets, in agreement with the Company’s board of directors, which shall hand over to the liquidator, the Company’s property, books and documents;

3)

Appointing any experts and competent persons to help him complete the liquidation procedures, or appointing special committees and delegating to them any of the tasks and powers vested in him; and

4)

Appointing one or more lawyers to represent the Company under liquidation in any lawsuits or proceedings related thereto.

1)

All pledges and collaterals created over any property or rights of the Company during the (3) three months preceding the date of the issuance of the liquidation decision shall be null and void. Such period shall be one year if the pledges or collaterals are in favor of a Person who is related to, or affiliated with the Company.

2)

Any attachment over any of the Company’s property or right before the issuance of the liquidation decision shall be null, unless this decision is issued based on a pledgee’s request and is related to the pledged property.

1)

If the person is a member of the Company’s board of directors, a manager at the Company or has a joint business interest with either one; or

2)

If the person is a spouse or a relative of a member of the Company’s board of directors or a manager thereat or his spouse up to the second degree or has a joint business interest with either one.

1)

Without prejudice to the provisions relating to the Insured and the Beneficiaries of the Insurance Policies, the liquidator shall, within (30) thirty days from the date of the issuance of the liquidation decision, publish a noticeable and prominent announcement in two local daily newspapers, one of which is published in Arabic, to notify creditors to submit their claims against the Company, whether payable or unpayable debts, within two (2) months if they are residents in the State and three (3) months if they reside abroad.

2)

The announcement shall be republished in the same manner promptly after the expiration of a period of (14) fourteen days from the date of publication of the first announcement. The statute of limitations for claims shall be calculated from the date of publication of the first announcement.

3)

If the liquidator or the competent court is satisfied that there is a legitimate excuse for a creditor’s failure to submit his claim within the period referred to in Clause (1) above, such period may be extended for further (3) three months maximum.

4)

The period of time running from the issuance of the liquidation decision to the publication of the first announcement referred to in Clause (1) above shall not be calculated within the period prescribed for the inadmissibility of the lawsuit pertaining to any rights or claims of creditors against the Company under liquidation.

1)

The liquidator shall issue his decisions on the claims and objections it receives, pursuant to the provisions of Article (92) above, within a period not exceeding (6) six months from the date of submission.

2)

If the liquidator fails to issue his decision within the period referred to in Clause (1) above, the claims and objections shall be deemed to be rejected.

3)

Any interested party may challenge the liquidator’s decision issued pursuant to the provisions of Clauses (1) and (2) above before the competent court having jurisdiction where the Company’s head office is located, within a period of (30) thirty days from the date of being notified of the decision or from the date of the expiry of the period referred to in Clause (1) above, whichever is shorter.

1)

The liquidator shall be exempted from depositing a security for such motion; and

2)

The liquidator shall have issued a notice of claim to the debtor upon filing the aforementioned motion, or shall issue it within (8) eight days subsequent to the issuance of the decision. This notice shall be an alternative to the substantive action required to be filed pursuant to the provisions of the Federal Civil Procedure Law.

1)

After the liquidation decision is issued, a creditor, debtor, Insured or Beneficiary may not institute a lawsuit against a Company under liquidation, unless in accordance with the grounds and procedures referred to in this Decree-Law.

2)

Without prejudice to the provisions of Clause (1) of this Article, a Person affected by the liquidator’s actions or procedures may challenge the same before the competent court having jurisdiction where the Company’s head office is located, pursuant to the provisions of the legislation in force in this regard. The court may confirm, nullify or amend such actions and procedures, and may order the liquidator to take actions as may be required.

1)

Rights of employees and workers payable for the last (4) four months;

2)

Liquidator’s fees, expenses incurred and the loans obtained for the purposes of completing the liquidation;

3)

Rights of the Insured and the Beneficiaries of the Insurance Policies, and the liquidator shall allocate the Company’s assets, which represent the technical provisions required to be retained under the provisions of this Decree-Law, to pay such obligations, and any amount collected by the Company under the reinsurance arrangements shall constitute part of the technical provisions;

4)

Rights of other creditors, as per their order of priority under the provisions of the legislation in force in this regard; and

5)

Shareholders’ rights.

1)

The liquidator shall submit to the general assembly, every (6) six months, a provisional account for the liquidation proceedings, and shall provide the information or data requested by shareholders on the liquidation status, and shall complete his mission within the period specified for the liquidation in his appointment decision. If no period is specified, each shareholder may refer the matter to the competent court to specify the liquidation period.

2)

The liquidation period may be extended only by a decision of the general assembly after reviewing a report by the liquidator stating the reasons why the liquidation failed to complete timely. If the period of liquidation is specified by the court, it may be extended only with leave from the court.

1)

Upon the completion of liquidation, the liquidator shall submit to the general assembly a final account on the liquidation proceedings, and such proceedings shall be completed upon ratification of the final account.

2)

The liquidator shall announce the completion of the liquidation by registering it in the Commercial Register and publishing it in two local daily newspapers, one of which is issued in Arabic, which may only be invoked vis-à-vis third parties from the date of this announcement. Upon the completion of the liquidation, the liquidator shall submit a request for striking the Company off the Commercial Register.

1)

Any notification or decision issued by the liquidator under the provisions of this Decree- Law shall be notified to the relevant Person in person or to his legal representative, or may be sent by registered mail with acknowledgment of receipt to his last address kept with the Company under liquidation.

2)

Any notification sent pursuant to this Article shall be deemed to have been duly delivered to the recipient should such Person refuses to receive it. eports

3)

If the notification is not possible, pursuant to the provisions of Clause (1) above, the liquidator shall carry out notification through publication in two local daily newspapers, one of them published in Arabic, for at least two times, and the relevant Person shall bear the publication expenses, and this publication shall be considered notification to him.