Emiri Decree No. (12) of 2015 On Establishing Ras Al Khaimah International Corporate Centre We, Saud Bin Saqr Bin Mohamed Al Qasimi Ras Al Khaimah Ruler After perusal of Free Zone Law of 2000; And Law No. 4 of 2013 Amending Free Zone Law of 2000; And Off-Shore Companies Registration Law of 2005; And Emiri Decree No. 2 of 2005 on Establishing Ras Al Khaimah Investment Authority; And Resolution No. 12 of 2006 on Issuing Ras Al Khaimah Investment Authority Regulations in Respect of Establishing Off-Shore Companies and appendixes thereof; And based on what public interest requires; have promulgated the following: Article 1 An independent government centre shall be established in Ras Al Khaimah under this Decree as a free zone and named as "Ras Al Khaimah International Corporate Centre” having independent legal personality and enjoy financial and administrative autonomy. Article 2 a. The International Business Companies Division in Ras Al Khaimah Free Zone Authority and RAK Offshore Division in Ras Al Khaimah Investment Authority shall transfer their commercial records, all data, files, employees and other competencies to be under the management of Ras Al Khaimah International Corporate Centre and all their assets, future revenues, contractual interests and intellectual property rights shall be wholly owned by Ras Al Khaimah International Corporate Centre. b. Ras Al Khaimah International Corporate Centre (The Centre) shall have the sole and exclusive jurisdiction to establish, manage and maintain an exclusive unified electronic register of all free zone companies and international companies on behalf of Ras Al Khaimah Government and Emirate. Article 3 a. Ras Al Khaimah International Corporate Centre shall be the sole competent authority to register, record, de-register and amend international business companies (offshore companies) and it is the sole and competent authority to apply and implement International Business Companies Law (Off-Shore) of 2005 and Emiri Decree no. (2) of 2005 and the two articles nos. 3 and 4 of Emiri Decree no. 32 of 2012 and it has all powers stated in Law no. (4) of 2013, amending Free Zones Law of 2000. b. Ras Al Khaimah International Corporate Centre (The Centre) shall have the sole and exclusive jurisdiction to register, record, de-register and amend all international companies and license the agents concerned with registering companies in Ras Al Khaimah Emirate (including offshore companies) and all types of free zone companies that practice the activity of providing services only, including, but not limited to, properties owners companies, wealth management companies, private investment companies, unions and foundations – which provide professional and corporate services, management, consultations as well as services related to investment, finance and banking and Ras Al Khaimah International Corporate Centre’s authority shall not extend to the provision of facilities allocated for general trade, warehouses and industries. Article 4 a. Ras Al Khaimah International Corporate Centre shall be managed by a Board of Directors consisting of a chairman and no less than three and no more than seven members appointed by a resolution promulgated by the Ruler. b. A Chief Executive Officer, Lead Organizer and Registrar shall be appointed for the Centre under a resolution promulgated by the Ruler. Article 5 Board Competences: 1- Propose the strategic plans of the Centre and supervise implementation thereof. 2- Set the systems and regulations necessary to conduct the Centre’s affairs. 3- Discuss and approve reports submitted by the Centre's Chief Executive Officer. 4- Approve and ratify the Centre's draft annual general budget. 5- Appoint Centre’s auditor. 6- Approve the Centre’s budget and closing accounts presented by the auditor. 7- Prepare an annual report on the Centre’s business and activities and present it to the Ruler. 8- Any other competences entrusted by the Ruler or which are necessary for the conduct of the Centre's business and the achievement of its objectives. Article 6 Ras Al Khaimah International Corporate Centre shall report directly to the Ruler or his authorized representative. Article 7 Any provision wherever mentioned that conflicts with the application of the provisions of this Decree shall be repealed. Article 8 This Decree shall come into force as date of its promulgation and be published in the Official Gazette. Saud Bin Saqr Bin Mohamed Al Qasimi Ras Al Khaimah Ruler Promulgated by us on this day twenty second of Rajab 1436H. Corresponding to eleventh of May 2015G.