Dubai International Financial Centre Companies - Conyers

1y ago
21 Views
2 Downloads
696.42 KB
31 Pages
Last View : 22d ago
Last Download : 6m ago
Upload by : Wren Viola
Transcription

Dubai International Financial Centre Companies

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 DIFC’s 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 Page 2 of 31

TABLE OF CONTENTS 1. INTRODUCTION 2. TYPES OF COMPANIES 3. INCORPORATION, COMMERCIAL LICENCE AND CAPACITY 3.1 3.2 3.3 3.4 3.5 3.6 Pre Incorporation Matters Incorporation Application Additional Requirements Commercial Licence Renewing the Commercial Licence Corporate Capacity 4. VARIOUS REQUIREMENTS OF DIFC LAW 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 Name Change of Name Articles of Association Changes to Articles Registered Office Change of Registered Office Registers and Records Particulars in Correspondence Directors or Managers Secretary Register of Directors (or Managers) and Secretary Changes to Register of Directors (or Managers) and Secretary Bankers Books of Account Auditors Shareholders or Members Register of Shareholders or Members 5. TRANSACTIONS INVOLVING SHARES OR MEMBERSHIP INTERESTS 5.1 5.2 Allotment of Shares Transfer of Shares and Share Certificates Page 3 of 31

5.3 5.4 5.5 Transfer of Membership Interests Redemption and Repurchase of Shares Dividends and Distributions 6. OPERATION OF A DIFC COMPANY 6.1 6.2 6.3 6.4 6.5 6.6 6.7 Shareholders’ Meetings Shareholders’ and Members’ Resolutions Annual Returns Management Directors’ Meetings Contracts Pre Incorporation Contracts Post Incorporation 7. CHANGES TO SHARE CAPITAL 7.1 7.2 Alteration and Increase of Share Capital Reduction of Capital 8. PUBLIC RECORDS OF A DIFC COMPANY Page 4 of 31

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 and gas dependent 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 pre existing foreign company (a “Recognised Company”), and for the transfer Page 5 of 31

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 foreign incorporated 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. Page 6 of 31

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 applicant’s 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 for incorporation of a DIFC company by signing and filing an incorporation application in the form prescribed by the ROC that includes certain information set out in section 11.2 of the Companies Law and Regulation 2.1 (including the company’s articles). Where the ROC registers a company, the articles approved by the ROC will also be registered. On registration of the company and its articles, a certificate of incorporation will be issued and the ROC will assign a registered number to the company. The ROC has discretion to refuse to register a company, and no grounds are required to be given for such refusal. The ROC’s decision in this regard is not subject to appeal or review. Once the company’s application has been approved by the ROC, within thirty (30) days the company must take steps to establish its operations in the DIFC (subject to any applicable exemptions). Otherwise, the application is considered inactive for a further thirty (30) day period following which the application is considered cancelled if the company has not taken such steps. Any company that proposes to seek a licence from the DFSA must obtain ‘in principle’ approval and a draft licence from the DFSA before incorporation. The applicant is then given three (3) months to complete registration with the ROC. Then after satisfying other DFSA requirements, if any, DFSA will issue the regulatory final licence. 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 Page 7 of 31

any kind. Its authorised capital must be fully subscribed and paid for at the time of incorporation. 3.3 Additional Requirements The ROC requires that certain documents accompany the application to incorporate a DIFC company, including the names and addresses of all beneficial owners of at least 10% of the shares of the incorporating shareholder of the DIFC company under formation, regardless of the name in which such shares are held, and copies of the passports of all directors, officers and individual shareholders or members. It is prudent to provide drafts of all prescribed forms and accompanying documents to the ROC for review and approval prior to finalising and filing the incorporation application. We understand that the ROC encourages this approach. 3.4 Commercial Licence The application to the ROC for incorporation is also considered to be an application for a commercial licence and, in accordance with the DIFC Operating Regulations, the ROC issues a commercial licence together with the certificate of incorporation. The purpose of the commercial licence is to expedite contracting for municipal and commercial services. The commercial licence sets out the licence number, the licensee’s name, operating name, legal status, address, permitted activities, authorised manager’s name and its issuance and expiry dates. The commercial licence does not authorise the licensee to undertake financial services, which requires a separate DFSA licence. 3.5 Renewing the Commercial Licence The commercial licence is renewed annually by payment of an annual renewal fee to the ROC no later than thirty (30) days after the expiry date. Page 8 of 31

3.6 Corporate Capacity A DIFC company has the capacity, rights and privileges of a natural person. Its capacity is not limited by anything in its articles or by any act of its shareholders or members. However, an LLC may not carry on any activity that is regulated by the DFSA under the Regulatory Law, DIFC Law No. 1 of 2004 (the “Regulatory Law”) (e.g., financial or ancillary services). 4. VARIOUS REQUIREMENTS OF DIFC LAW 4.1 Name An application may be made to the ROC for reservation of a name using a prescribed form. The ROC will reserve such name for ninety (90) days. For an LTD, the name must end with the word “Limited” and for an LLC it must end with the words “Limited Liability Company”.1 The name must also comply with other requirements set out in Regulation 2.3.2. It must be written using the English alphabet, numerals or such other characters as are acceptable to the Registrar, and it must not so closely resemble the name of another entity so as to be likely to mislead. The name must not suggest a relationship with any governmental authority in the DIFC, Dubai or the UAE unless the relevant body has consented in writing, must not contain the words “bank”, “insurance” or “trust”, words that suggest it is a bank, insurance company or trust company or words that suggest it is authorised to carry on financial services within the DIFC unless the DFSA consents in writing, and must not suggest a connection with or the patronage of any prominent person or organisation unless such person or organisation consents in writing. Where a company uses a trading name different from its registered name, the trading name must meet the same criteria, and it must not so closely resemble the trading name of another entity so as to be likely to mislead. 1 Sections 32 and 84 of the Companies Law say “Ltd.” and “LLC” may also be used, but the Regulations refer only to “Limited” and “Limited Liability Company”. However, the ROC should accept an abbreviation if desired. Page 9 of 31

4.2 Change of Name The shareholders or members may change the company’s name by Special Resolution (which has the meaning set out in section 6.2 below on Shareholders’ and Members’ Resolutions). The company must file a notice of change of name in prescribed form with the ROC and submit all documentation required by the ROC. The ROC will issue a certificate of name change. The change of name takes effect from the date of issuance of the certificate. A company that changes its name must amend its articles to reflect such change within thirty (30) days from the date of issuance of the certificate of name change (or such longer period as the ROC may allow). 4.3 Articles of Association The articles set out the rights and duties as between the company, the shareholders (or members, in the case of an LLC) and the directors (or managers, in the case of an LLC). If the company is to have various classes of shares or membership interests with differing rights, the rights attaching to each such class must be set out in the articles. The articles must contain the information set out in section 12(2) of the Companies Law including: (i) the company’s name; (ii) the address of its registered office; (iii) the nature of the business to be conducted by the company; (iv) the amount of its authorised share capital and the amount of its share capital paid upon incorporation2; (v) in the case of an LTD, the number of shares into which such share capital will be divided, and in the case of an LLC, the number of membership interests into which such share capital will be divided and the value of each such interest; (vi) the full name, nationality and address of each of the incorporators and of the directors or managers; (vii) other matters contemplated by the Companies Law for inclusion in the articles; and (viii) such other matters as the shareholders or members wish to include. 2 The paid up capital must not be less than the minimum required by the Regulations. However, the Regulations do not currently stipulate any minimum. Page 10 of 31

A company may be incorporated with: (i) a prescribed form of articles 3 (“Standard Articles”); (ii) Standard Articles with modifications (“Modified Articles”); or (iii) customised articles (“Special Articles”). If Standard Articles are not adopted by the company in their entirety, the company must submit to the Registrar a legal opinion from its external qualified legal advisor stating that the articles proposed to be adopted comply with requirements of the Law prior to such articles being adopted by the company. If the Standard Articles are not adopted, then the articles that are adopted must provide, at the least, for the matters set out in Regulation 2.4.3 and they must be submitted to the ROC for approval prior to adoption. Regulation 2.4.3 requires such articles to provide for: (i) the purpose for which the company is formed; (ii) the creation of classes of shares or membership interests that the company contemplates creating; (iii) alteration of share capital; (iv) the rights attaching to shares or membership interests or classes thereof; (v) the transfer of shares or membership interests; (vi) an annual general meeting; (vii) the requisition by shareholders or members of general meetings; (viii) the proceedings (including voting) at general meetings; (ix) accounts and other information to be provided to shareholders or members before every annual general meeting; (x) the appointment, retirement, disqualification and removal of directors or managers and other officers; (xi) the remuneration of directors or managers; (xii) the powers of directors or managers; (xii) the appointment of the secretary; and (xiii) the keeping of minutes. A board resolution of the incorporator must be submitted to the ROC along with the incorporation application forms stating that the articles of association have been duly adopted by the shareholders or members of the DIFC company under incorporation. 4.4 Changes to Articles A company may by Special Resolution amend its articles. Any amendment to the articles must be submitted to the ROC together with a written legal opinion from the company’s external qualified legal advisor stating that the proposed amendments to the articles 3 For Standard Articles for an LTD, see Appendix 2 of the Regulations. Page 11 of 31

comply with the requirements of the Companies Law prior to such amendment taking effect. If there is more than one class of shares or membership interests and provision is made for the variation of the rights attached to such class in the articles or by the terms of issue, such rights may only be varied in accordance with those provisions. If such provision is not made, any variation of such rights must be approved by the relevant class, even where such shares or membership interests do not normally carry voting rights. In such case, the variation must be approved by either the written consent of the holders of two thirds in value of the shares or total membership interests of the class or a resolution passed at a separate meeting of the shareholders or members of the relevant class. Any alteration of a provision in the articles for the variation of the rights attached to a class of shares or membership interests, or the insertion of any such provision into the articles, is itself treated as a variation of those rights. 4.5 Registered Office A DIFC company must at all times have a registered office in the DIFC, to which all communications and notices may be addressed. A company must carry on its principle business activity in the DIFC unless the ROC otherwise permits. A document may be served on a company by leaving it at, or sending it by post to, the registered office. The address of the registered office is registered with the ROC and must include, where applicable: (i) the floor or level; and (ii) the name of the building where the registered office is situated. The address must consist of a location and a postal address. 4.6 Change of Registered Office A company may change its registered office by resolution of the board4. The company must file with the ROC, at the time of the change, a notice of change of registered office in prescribed form. 4 This is not specified, but the Companies Law does not specify that a Resolution or Special Resolution is required to change the registered office so such change should fall within the directors’ powers. Page 12 of 31

4.7 Registers and Records Subject to any specific requirement in the Companies Law, any register or record must be kept at the registered office of the company or at such other place as is determined by the directors. A decision of the directors to keep any register or records at a place other than the registered office must be made by the directors at a directors meeting and minutes must be kept of the decision including the decision as to the place where such registers or records will be maintained. 4.8 Particulars in Correspondence The name of a company and the address of its registered office must appear in legible characters in all its business letters and order forms. 4.9 Directors or Managers The business and affairs of an LTD are managed by the directors. The number of directors is fixed by the articles. However, the minimum number of directors of a DIFC company is two. Each director must be an individual. There are no residency requirements applicable to directors. A director may appoint an alternate director by a written instrument. The name of the alternate must be given in writing to the secretary of the company. An alternate is entitled to attend meetings and vote in the absence of the appointing director. Neither directors nor alternate directors need hold any shares in the company in order to act as such. An LLC is managed by one or more managers, which may be members or any third party appointed by the members. The number of managers generally would be fixed by the articles. There are no residency requirements applicable to managers. The articles generally also provide for the appointment of an alternate manager. Page 13 of 31

4.10 Secretary Every DIFC company must have a secretary who may not be a director. Where the proposed company secretary is a body corporate or a partnership (i.e., not an individual), it must be a body corporate that is incorporated, established or registered in the DIFC or registered in a jurisdiction approved by the Registrar of Companies by circular5 or a partnership that is established in the DIFC. The secretary generally attends all meetings of the directors and shareholders of the company and keeps the records of the company. Joint, assistant and/or deputy secretaries may also be appointed. 4.11 Register of Directors (or Managers) and Secretary Every company must keep at its registered office a register of its directors (or managers) and secretary. The register must set out, in respect of each such director or manager and secretary, their full name, any former names, date and place of birth, address, any former addresses within the last five years, date of appointment and, if relevant, date of cessation of office. 4.12 Changes to Register of Directors (or Managers) and Secretary Whenever a director, manager or secretary is appointed (after incorporation or registration) or retires, is removed or for any other reason ceases to act, then a company must file a notice of change of director, manager or secretary with the ROC in prescribed form within fourteen (14) days of the change. Whenever there is any change in the name or address of a director, manager or secretary, the company must file a notice of change of name or address with the ROC in prescribed form. 4.13 Bankers A DIFC company may open and maintain bank accounts in or outside the DIFC. 5 See Circular dated 8th April 2008. Page 14 of 31

4.14 Books of Account Every company to which Part 9 of the Companies Law (related to accounts and audits) applies6 must keep accounting records sufficient to show and explain its transactions so as to: (i) disclose with reasonable accuracy the financial position of the company at any time; and (ii) enable the directors or managers to ensure that any accounts prepared by the company comply with the requirements of the Companies Law. Accounting records must be kept at such place as the directors or managers think fit unless specifically prescribed in the Regulations7. The records must be preserved for at least 10 years from the date to which they relate, or for some other period as may be prescribed in the Regulations and must be open to inspection by an officer or auditor of the company at all reasonable times. The first financial year of a company starts on the date of incorporation and lasts for a period not exceeding 18 months. The second and any subsequent financial year starts at the end of the previous year and lasts for 12 months or some other period which is within seven (7) days shorter or longer than 12 months. The directors or managers must cause accounts to be prepared in relation to each financial year in accordance with accounting principles or standards approved by the ROC or prescribed in the Regulations. Accounts must be kept in accordance with Regulation 6.2, which generally provides for the application of International Financial Reporting Standards. The accounts must show a true and fair view of the profit or loss of the company for the period and of the state of the company’s affairs at the end of the period. The accounts must be approved by the directors or managers and signed on their behalf by at least one of them. 6 Part 9 of the Companies Law does not apply to a company which is an Authorised Firm, Authorised Market Institution, Recognised Body or Recognised Member under the Regulatory Law. In general, the operation of such entities, including accounting and audit requirements, is regulated by the DFSA and in such cases, the Regulatory Law and other relevant regulations must be reviewed. 7 The Regulations do not contain a specific provision in this regard. However, see section 4.7 Registers and Records above. Page 15 of 31

Subject to the Companies Law and the Regulations, within six (6) months after the end of the financial year, the accounts must be: (i) prepared and approved by the directors or managers; (ii) examined and reported upon by an auditor; and (iii) laid before the annual general meeting for discussion and, if thought fit, approval of the shareholders or members together with a copy of the auditor’s report. A copy of the accounts and the auditor’s report must be provided to shareholders together with notice of the annual general meeting. Any shareholder or member is entitled, on written request, to be furnished with a copy of the company’s latest audited accounts and auditor’s report. Each company must file with the ROC within seven (7) days after the annual general meeting a copy of the accounts and auditors report 8. 4.15 Auditors Each DIFC company to which Part 9 of the Companies Law (relating to accounts and audits) applies must appoint a firm of auditors to examine and report on the accounts. The auditor must be registered under the Companies Law. The appointment of a firm as auditor must be made by the company at each annual general meeting and the auditor holds office until the conclusion of the next annual general meeting. An auditor may be removed by Resolution (which has the meaning set out in section 6.2 below on Shareholders’ and Members’ Resolutions) at any time. The directors or managers of a company may fill any casual vacancy in the office of auditor on such terms as they see fit, which auditor shall hold office to the conclusion of 8 The Regulations provide that unless the ROC otherwise directs, a company which is not a Reporting Entity (as defined in the Markets Law and, effectively, a company that has filed a prospectus or whose shares are listed on an Authorised Market Institution) or an Ancillary Service Provider (a person licensed by the DFSA to carry on legal and accountancy services) is exempt from the requirements contained in Part 9 to have its accounts audited and to file accounts with the ROC (this exemption does not apply to a Protected Cell Company). However, the ROC requires all DIFC entities that are not regulated by the DFSA to appoint an auditor and submit audited accounts to the DIFC every year. Page 16 of 31

the next annual general meeting. Subject to the foregoing, the company in general meeting may fix the auditor’s remuneration. The auditor must consent in writing to its appointment prior to the appointment. A company must file a notice of appointment of auditor in prescribed form with the ROC immediately upon such appointment. A company must file a notice of cessation of auditor in prescribed form with the ROC immediately upon the resignation or removal of an auditor. 4.16 Shareholders or Members A DIFC company must have at least one shareholder or member. However, a shareholder or member may hold its shares as nominee for another person. Entities not regulated by the DFSA must have share capital authorised and share capital paid upon incorporation of at least US 50,000. 4.17 Register of Shareholders or Members Every LTD shall (either itself or through an agent) maintain a register of shareholders which contains: (i) the names and addresses of its shareholders, together with a statement of the shares held by each shareholder, distinguishing each share by its number (so long as the share has a number) and, where the company has more than one class of issued shares, by its class; (ii) the date on which each person was registered as a shareholder; (iii) the date on which any person ceased to be a shareholder; and (iv) the date on which the number of shares held by any sharehold

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 . 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

Related Documents:

4.2.1 Dubai Airport free zone 4.2.2 Dubai design district 4.2.3 Dubai healthcare city 4.2.4 Dubai international financial center 4.2.5 Dubai media city 4.2.6 Abu Dhabi Global Market: 4.2.7 Dubai multi commodities center 4.2.8 Dubai Silicon Oasis 4.2.9 Dubai Internet

hotels in Dubai, Grand Hyatt Dubai towers majestically over the edge of Dubai's historic creek. Grand Hyatt Dubai is one of the 5 star hotels in Dubai which is closely located to the financial and entertainment districts such as Dubai International Financial Centre, Dubai World Trade Cen

Jebel Ali Free Zone- Dubai Dubai Airport Free Zone Dubai Media City Dubai Internet City Dubai Gold & Diamond Park Dubai Health Care City Dubai Multi Com-Modities Centre Sharjah Airport Intern'l Free Zone Hamriya Free Zone -sharjah Ajman Ras Al Khaimah Free Zone 11 Court Uncourt www.uaela

Towers Free Zone Dubai Outsource Zone Dubai Silicon Oasis Dubai Studio City Dubai Techno Park Dubai Technology and Media Free Zone International Media Production Zone Jebel Ali Free Zone Economic Zones World Dubai South or DWC Dubai Science Park Determine the type of legal entity Determine

Downtown Dubai P.O. Box 4254 Dubai United Arab Emirates Tel: 971 (0) 4 376 8888 Fax: 971 (0) 4 376 8899 www.deloitte.com August 17th, 2016 INDEPENDENT AUDITOR'S REPORT The Shareholders Dubai Islamic Bank PJSC Dubai United Arab Emirates Report on the Audit of the Consolidated Financial Statements Opinion

scenic trip between Anantara The Palm Dubai Resort and Dubai Marina. Four scheduled return trips operate daily between 10.15 am and 5.30 pm. Rates start from AED 75 one way and AED 120 return, per person. LOCATION Anantara The Palm Dubai Resort is located on the East Crescent of Dubai's iconic Palm Jumeirah. Only 45 minutes from Dubai

Dubai has 18 free trade and industrial zones, with each zone being catered towards a specific business sector or activity, for example, manufacturing businesses would be attracted to the Jebel Ali Free Zone and financial services to the Dubai International Financial Centre (DIFC).

progress either to a BTEC Level 3, A/S levels or to employment within the sports and leisure industry. The course offers an alternative to GCSE Physical Education, catering for a wider range of individual needs. It is intended that the BTEC Level 1 / Level 2 First Award in Sport will use each student’s skills and enthusiasm in sport, to develop an awareness and interest in leisure, health .