Emiri Decree No. (15) of 2013 On Ras Al Khaimah Maritime City We, Saud Bin Saqr Bin Mohamed Al Qasimi Ras Al Khaimah Ruler After perusal of Ras Al Khaimah Free Zone Law of 2000, as amended; And Emiri Decree No. 4/94 on Establishing Saqr Port Authority; And Emiri Decree No. 21 of 2009 on Establishing Ras Al Khaimah Maritime City; judging from our compliance with enhancing the governance principles and ensuring the implementation of the aforementioned laws and decrees and continuation of investors and workers’ rights in Ras Al Khaimah Maritime City Free Zone based on the provisions of applicable laws and decrees; And confirming that Ras Al Khaimah Maritime City Free Zone had been established in accordance with Emiri Decree No. (21) of 2009 and is fully owned by Saqr Port Authority and managed thereby, and will remain so; And desiring to rename "Ras Al Khaimah Maritime City Foundation " to become "Ras Al Khaimah Maritime City Free Zone Authority"; And desiring to establish new foundation named "Ras Al Khaimah Maritime Investment City"; And based on what public interest requires; have promulgated the following: Preliminary Provisions Article (1) Definitions The following terms shall have the meanings corresponding to each of them respectively, unless text context requires otherwise: Ruler: shall mean Ras Al Khaimah Ruler or his representative. Government: shall mean Ras Al Khaimah Government. Decree 1994: shall mean Emiri Decree No. (4) of 1994 promulgated on Establishing Saqr Port Authority. Free Zone Law of 2000: shall mean Ras Al Khaimah Law No. (10) of 2000 promulgated on Establishing Free Zone Consisting of Three Geographical Sites in Ras Al Khaimah and Laws amending it from time to time. Decree 2009: shall mean Emiri Decree No. (21) of 2009 promulgated on Establishing Ras Al Khaimah Maritime City. Authority: shall mean Ras Al Khaimah Maritime City Free Zone Authority, known previously as “Ras Al Khaimah Maritime City”. Free Zone: shall mean Ras Al Khaimah Maritime City, located in Al Halila Island in Ras Al Khaimah, mentioned in more details in the map attached thereto. Ras Al Khaimah Maritime Investment City Foundation: shall mean the legal foundation intended to be named "Ras Al Khaimah Maritime Investment City Foundation", established in accordance with this Emiri Decree. Saqr Port Authority: shall mean the Authority established under Decree 1994. Ras Al Khaimah Maritime City Free Zone Authority Article (2) Rename Ras Al Khaimah Maritime City The name "Ras Al Khaimah Maritime City" shall be hereby amended to " Ras Al Khaimah Maritime City Free Zone Authority ". Article (3) Authority Legal Personality, Eligibility & Independence The Authority shall remain having an independent legal personality and full financial and administrative independence and it may sue and be sued under the applicable laws and it may delegate others in respect of the legal procedures related thereto. Article (4) Saqr Port Authority Powers Inside The Free Zone Saqr Port Authority shall remain having the authorities and powers related to all maritime and navigational matters in water areas located within the Free Zone in accordance with all applicable legislation. Article (5) Authority Objectives The Authority objectives shall include developing, improving, marketing and encouraging investment in, from and to the Free Zone, as well as the other objectives listed in Article 3 of Decree 2009. Article (6) Authority Powers 1- Establish and license entities within the Free Zone, in accordance with the applicable regulations. 2- Issue regulations governing the business and activities of individuals working in the Free Zone and coordinate with various corporations, organizations and concerned federal and local authorities regarding the implementation of laws related to economic activities within the Free Zone. 3- Sign contracts and agreements regarding the development of the free zone and investing therein, as well as terminate such contracts and agreements, as it deems appropriate. 4- Negotiate, conclude, issue and manage leasing contracts for plots and buildings with any entities incorporated or established in the Free Zone. 5- Sponsor employees of the entities incorporated or established in the Free Zone. 6- Impose and collect fees regarding services provided thereby. 7- Establish an investment fund to invest the Authority's funds in the manner and method and in the activities and projects that the authority deems appropriate. 8- Exercise any other powers or authorities empowered to the Authority by Saqr Port Authority from time to time. Article (7) Authority Management 1- The Authority shall be managed and operated by a Board of Directors appointed by Saqr Port Authority to undertake all necessary works and shall grant it all powers to do all necessary things to achieve the Authority's objectives. 2- The Authority shall commit to maintaining records of all its accounts and appoint a licensed auditor to audit its accounts. 3- Until the time the Authority decides otherwise, the representatives of Saqr Port Authority shall perform all administrative and organizational services related to the daily operations of the Free Zone. Article (8) Rights of Individuals Working in The Free Zone 1- Subject to the laws, systems and regulations in force or enacted regarding the free zone from time to time, which - to avoid doubt - govern the operations and activities of clients working within the Free Zone, the clients established or incorporated in the free zone: a. shall not be subject to any restrictions on foreign property. b. May be in the form of a branch of the parent company or limited liability company, having independent legal personality and owned by one or more natural or legal persons. c. Shall be exempted from taxes related to their operations within the Free Zone. d. Shall be exempted from any restrictions related to transferring capital or profits in any currency to any person or entity outside the Free Zone. e. Shall be allowed to hire or employ anyone they want, subject to (1) sponsorship of those employees by the Authority for visa purposes, (2) the policies in effect from time to time and (3) the laws of United Arab Emirates. 2- Subject to any laws, systems and applied or enacted from time to time regarding the Free Zone (which, to avoid doubt, govern the operations and activities of persons working in the Free Zone), persons working in the Free Zone shall be exempted from all taxes; including income tax on their business within the Free Zone. 3- All goods, commercial materials, and equipment imported into or exported from the Free Zone are exempted from all Free Zone fees and customs duties. Ras Al Khaimah Maritime Investment City Foundation Article (9) The New Legal Foundation A foundation shall be hereby established and named as “Ras Al Khaimah Maritime Investment City Foundation”. Article (10) Ras Al Khaimah Maritime Investment City Foundation Ownership Ras Al Khaimah Maritime Investment City Foundation shall be fully owned by Saqr Port Authority. Article (11) Ras Al Khaimah Maritime Investment City Foundation Legal Personality, Eligibility & Independence Ras Al Khaimah Maritime Investment City Foundation shall have a completely independent legal personality, with financial and administrative autonomy. Subject to applicable laws, it may sue and be sued under this capacity and it may also delegate others in judicial proceedings related thereto. Article (12) Objectives & Powers 1- Establish or contribute to establishing local and international companies and corporations or contribute to their capital or activities and contracts related thereto. 2- Conclude partnership contracts and joint projects with third parties and invest in various projects and lease and/or develop plots granted by the Authority within the Free Zone. 3- Buy or sell shares in various companies. 4- Use or invest in funds or in-kind payments as received or acquired according to what is considered appropriate by Ras Al Khaimah Maritime Investment City Foundation. Ras Al Khaimah Maritime Investment City Foundation shall have full authority to undertake all necessary actions or activities and conclude the required domestic, local and international agreements to carry out that. Article (13) Ras Al Khaimah Maritime Investment City Foundation Board of Directors Ras Al Khaimah Maritime City Investment Authority shall be managed and operated by a Board of Directors appointed by Saqr Port Authority to undertake all required works. The Authority shall grant the Board all the powers to do all necessary things to achieve the goals of Ras Al Khaimah Maritime Investment City Foundation. General Provisions Article (14) Saqr Port Authority & Government Liabilities To avoid doubt, neither Saqr Port Authority nor the Ruler nor the Government shall be responsible for any debts or obligations arising from the operations carried out by the Authority or Ras Al Khaimah Maritime Investment City Foundation or resulting from executing any powers and duties stipulated in this Decree or Ras Al Khaimah Laws or in the executive regulations issued thereunder. Article (15) Laws & Decrees The provisions of Laws and Decrees referred thereto in the particulars of this Decree shall remain fully in force and effective, unless this Decree explicitly stipulates amending or clarifying them in respect of Ras Al Khaimah Maritime City Free Zone. Article (16) Effective Date 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 twentieth of Muharram 1435H. Corresponding to twenty fourth of November 2013G.