• ABU DHABI GLOBAL MARKET COMPANIES REGULATIONS SCHEDULES

    • SCHEDULE 1 SCHEDULE 1 CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR DEBENTURES

      • 1. Introduction

        (1) The provisions of this Schedule have effect for the interpretation of references in sections 276 and 277 (directors connected with or controlling a body corporate) to an interest in shares or debentures.
        (2) The provisions are expressed in relation to shares but apply to debentures as they apply to shares.

      • 2. General provisions

        (1) A reference to an interest in shares includes any interest of any kind whatsoever in shares.
        (2) Any restraints or restrictions to which the exercise of any right attached to the interest is or may be subject shall be disregarded.
        (3) It is immaterial that the shares in which a person has an interest are not identifiable.
        (4) Persons having a joint interest in shares are deemed each of them to have that interest.

      • 3. Rights to acquire shares

        (1) A person is taken to have an interest in shares if he enters into a contract to acquire them.
        (2) A person is taken to have an interest in shares if—
        (a) he has a right to call for delivery of the shares to himself or to his order, or
        (b) he has a right to acquire an interest in shares or is under an obligation to take an interest in shares,
        whether the right or obligation is conditional or absolute.
        (3) Rights or obligations to subscribe for shares are not to be taken for the purposes of sub-paragraph (2) to be rights to acquire or obligations to take an interest in shares.
        (4) A person ceases to have an interest in shares by virtue of this paragraph—
        (a) on the shares being delivered to another person at his order—
        (i) in fulfilment of a contract for their acquisition by him, or
        (ii) in satisfaction of a right of his to call for their delivery;
        (b) on a failure to deliver the shares in accordance with the terms of such a contract or on which such a right falls to be satisfied;
        (c) on the lapse of his right to call for the delivery of shares.

      • 4. Right to exercise or control exercise of rights

        (1) A person is taken to have an interest in shares if, not being the registered holder, he is entitled—
        (a) to exercise any right conferred by the holding of the shares, or
        (b) to control the exercise of any such right.
        (2) For this purpose a person is taken to be entitled to exercise or control the exercise of a right conferred by the holding of shares if he—
        (a) has a right (whether subject to conditions or not) the exercise of which would make him so entitled, or
        (b) is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled.
        (3) A person is not by virtue of this paragraph taken to be interested in shares by reason only that—
        (a) he has been appointed a proxy to exercise any of the rights attached to the shares, or
        (b) he has been appointed by a body corporate to act as its representative at any meeting of a company or of any class of its members.

      • 5. Bodies corporate

        (1) A person is taken to be interested in shares if a body corporate is interested in them and—
        (a) the body corporate or its directors are accustomed to act in accordance with his directions or instructions, or
        (b) he is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of the body corporate.
        (2) For the purposes of sub-paragraph (1)(b) where—
        (a) a person is entitled to exercise or control the exercise of more than one-half of the voting power at general meetings of a body corporate, and
        (b) that body corporate is entitled to exercise or control the exercise of any of the voting power at general meetings of another body corporate,
        the voting power mentioned in paragraph (b) above is taken to be exercisable by that person.

      • 6. Trusts

        (1) Where an interest in shares is comprised in property held on trust, every beneficiary of the trust is taken to have an interest in shares, subject as follows.
        (2) So long as a person is entitled to receive, during the lifetime of himself or another, income from trust property comprising shares, an interest in the shares in reversion or remainder shall be disregarded.
        (3) A person is treated as not interested in shares if and so long as he holds them as a bare trustee or custodian trustee under the laws and regulatiaons applicable in the Abu Dhabi Global Market.

    • SCHEDULE 2 SCHEDULE 2 MATTERS FOR DETERMINING UNFITNESS OF DIRECTORS

      • PART 1 MATTERS APPLICABLE IN ALL CASES

        (1) Any misfeasance or breach of any fiduciary or other duty by the director in relation to the company, including in particular any breach by the director of a duty under Chapter 2 of Part 10 of the Regulations (general duties of directors) owed to the company.
        (2) Any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company.
        (3) The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Regulations—
        (a) section 118 (register of members),
        (b) section 119 (register to be kept available for inspection),
        (c) section 153 (register of directors),
        (d) section 156 (register of directors' residential addresses),
        (e) section 157 (duty to notify Registrar of changes: directors),
        (f) section 292 (register of secretaries),
        (g) section 293 (duty to notify Registrar of changes: secretaries),
        (h) section 375 (duty to keep accounting records),
        (i) section 377 (where and for how long accounting records to be kept),
        (j) section 770 (duty to make annual returns), and
        (k) section 798 (inspection of charge instruments).
        (4) The extent of the director's responsibility for any failure by the directors of the company to comply with the following provisions of the Regulations—
        (a) section 383 or 389 (duty to prepare annual accounts),
        (b) section 399 or 404 (approval and signature of accounts),
        (c) section 409 (name of signatory to be stated in published copy of accounts).

      • PART 2 MATTERS APPLICABLE IN INSOLVENCY

        (1) The extent of the director's responsibility for the causes of the company becoming insolvent.
        (2) The extent of the director's responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part).
        (3) The extent of the director's responsibility for the company entering into any transaction or giving any preference, being a transaction or preference falling within under Part 4 (protection of assets in liquidation and administration) of the Insolvency Regulations 2015, or
        (4) The extent of the director's responsibility for any failure by the directors of the company to comply with section s186(1)(a) (meetings of members and creditors) of the Insolvency Regulations 2015.
        (5) Any failure by the director to comply with any obligation imposed on him by or under any of the following provisions of the Insolvency Regulations 2015—
        (a) section 51 (statement company's affairs) (administration),
        (b) section 165 (statement company's affairs) (administrative receiver),
        (c) section 186(2) (meetings of members and creditors),
        (d) section 231 (statement of affairs) (winding up by the Court),
        (e) section 254 (getting in the company's property),
        (f) section 255 (duty to co-operate with office-holder).

    • SCHEDULE 4 SCHEDULE 4 DOCUMENTS AND INFORMATION SENT OR SUPPLIED TO A COMPANY

      • PART 1 PART 1 INTRODUCTION

        • 1. Application of this Schedule

          (1) This Schedule applies to documents or information sent or supplied to a company.
          (2) It does not apply to documents or information sent or supplied by another company (see section 1003 and Schedule 5).

      • PART 2 PART 2 COMMUNICATIONS IN HARD COPY FORM

        • 2. Introduction

          A document or information is validly sent or supplied to a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule.

        • 3. Method of communication in hard copy form

          (1) A document or information in hard copy form may be sent or supplied by hand or by post to an address (in accordance with paragraph 4).
          (2) For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information.

        • 4. Address for communications in hard copy form

          (1) A document or information in hard copy form may be sent or supplied—
          (a) to an address specified by the company for the purpose,
          (b) to the company's registered office, or
          (c) to an address to which any provision of these Regulations authorises the document or information to be sent or supplied.

      • PART 3 PART 3 COMMUNICATIONS IN ELECTRONIC FORM

        • 5. Introduction

          A document or information is validly sent or supplied to a company if it is sent or supplied in electronic form in accordance with this Part of this Schedule.

        • 6. Agreement to communications in electronic form

          A document or information may only be sent or supplied to a company in electronic form if—

          (a) the company has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or
          (b) the company is deemed to have so agreed by a provision in these Regulations.

        • 7. Address for communications in electronic form

          (1) Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address—
          (a) specified for the purpose by the company (generally or specifically), or
          (b) deemed by a provision in these Regulations to have been so specified.
          (2) Where the document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form.

      • PART 4 PART 4 OTHER AGREED FORMS OF COMMUNICATION

        • 8.

          A document or information that is sent or supplied to a company otherwise than in hard copy form or electronic form is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the company.

    • SCHEDULE 5 SCHEDULE 5 COMMUNICATIONS BY A COMPANY

      • PART 1 PART 1 INTRODUCTION

        • 1. Application of this Schedule

          This Schedule applies to documents or information sent or supplied by a company.

      • PART 2 PART 2 COMMUNICATIONS IN HARD COPY FORM

        • 2. Introduction

          A document or information is validly sent or supplied by a company if it is sent or supplied in hard copy form in accordance with this Part of this Schedule.

        • 3. Method of communication in hard copy form

          (1) A document or information in hard copy form must be—
          (a) handed to the intended recipient, or
          (b) sent or supplied by hand or by post to an address (in accordance with paragraph 4).
          (2) For the purposes of this Schedule, a person sends a document or information by post if he posts a prepaid envelope containing the document or information.

        • 4. Address for communications in hard copy form

          (1) A document or information in hard copy form may be sent or supplied by the company—
          (a) to an address specified for the purpose by the intended recipient;
          (b) to a company at its registered office;
          (c) to a person in his capacity as a member of the company at his address as shown in the company's register of members;
          (d) to a person in his capacity as a director of the company at his address as shown in the company's register of directors;
          (e) to an address to which any provision of these Regulations authorises the document or information to be sent or supplied.
          (2) Where the company is unable to obtain an address falling within sub-paragraph (1), the document or information may be sent or supplied to the intended recipient's last address known to the company.

      • PART 3 PART 3 COMMUNICATIONS IN ELECTRONIC FORM

        • 5. Introduction

          A document or information is validly sent or supplied by a company if it is sent in electronic form in accordance with this Part of this Schedule.

        • 6. Agreement to communications in electronic form

          A document or information may only be sent or supplied by a company in electronic form—

          (a) to a person who has agreed (generally or specifically) that the document or information may be sent or supplied in that form (and has not revoked that agreement), or
          (b) to a company that is deemed to have so agreed by a provision in these Regulations.

        • 7. Address for communications in electronic form

          (1) Where the document or information is sent or supplied by electronic means, it may only be sent or supplied to an address—
          (a) specified for the purpose by the intended recipient (generally or specifically), or
          (b) where the intended recipient is a company, deemed by a provision of these Regulations to have been so specified.
          (2) Where the document or information is sent or supplied in electronic form by hand or by post, it must be—
          (a) handed to the intended recipient, or
          (b) sent or supplied to an address to which it could be validly sent if it were in hard copy form.

      • PART 4 PART 4 COMMUNICATIONS BY MEANS OF A WEBSITE

        • 8. Use of website

          A document or information is validly sent or supplied by a company if it is made available on a website in accordance with this Part of this Schedule.

        • 9. Agreement to use of website

          A document or information may only be sent or supplied by the company to a person by being made available on a website if the person—

          (a) has agreed (generally or specifically) that the document or information may be sent or supplied to him in that manner, or
          (b) is taken to have so agreed under—
          (i) paragraph 10 (members of the company etc), or
          (ii) paragraph 11 (debenture holders),
          and has not revoked that agreement.

        • 10. Deemed agreement of members of company etc to use of website

          (1) This paragraph applies to a document or information to be sent or supplied to a person—
          (a) as a member of the company, or
          (b) as a person nominated by a member in accordance with the company's articles to enjoy or exercise all or any specified rights of the member in relation to the company.
          (2) To the extent that—
          (a) the members of the company have resolved that the company may send or supply documents or information to members by making them available on a website, or
          (b) the company's articles contain provision to that effect,
          a person in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner.
          (3) The conditions are that—
          (a) the person has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and
          (b) the company has not received a response within the period of 28 days beginning with the date on which the company's request was sent.
          (4) A person is not taken to have so agreed if the company's request—
          (a) did not state clearly what the effect of a failure to respond would be, or
          (b) was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information.
          (5) Chapter 3 of Part 3 (resolutions affecting a company's constitution) applies to a resolution under this paragraph.

        • 11. Deemed agreement of debenture holders to use of website

          (1) This paragraph applies to a document or information to be sent or supplied to a person as holder of a company's debentures.
          (2) To the extent that—
          (a) the relevant debenture holders have duly resolved that the company may send or supply documents or information to them by making them available on a website, or
          (b) the instrument creating the debenture in question contains provision to that effect,
          a debenture holder in relation to whom the following conditions are met is taken to have agreed that the company may send or supply documents or information to him in that manner.
          (3) The conditions are that—
          (a) the debenture holder has been asked individually by the company to agree that the company may send or supply documents or information generally, or the documents or information in question, to him by means of a website, and
          (b) the company has not received a response within the period of 28 days beginning with the date on which the company's request was sent.
          (4) A person is not taken to have so agreed if the company's request—
          (a) did not state clearly what the effect of a failure to respond would be, or
          (b) was sent less than twelve months after a previous request made to him for the purposes of this paragraph in respect of the same or a similar class of documents or information.
          (5) For the purposes of this paragraph—
          (a) the relevant debenture holders are the holders of debentures of the company ranking pari passu for all purposes with the intended recipient, and
          (b) a resolution of the relevant debenture holders is duly passed if they agree in accordance with the provisions of the instruments creating the debentures.

        • 12. Availability of document or information

          (1) A document or information authorised or required to be sent or supplied by means of a website must be made available in a form, and by a means, that the company reasonably considers will enable the recipient—
          (a) to read it, and
          (b) to retain a copy of it.
          (2) For this purpose a document or information can be read only if—
          (a) it can be read with the naked eye, or
          (b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.

        • 13. Notification of availability

          (1) The company must notify the intended recipient of—
          (a) the presence of the document or information on the website,
          (b) the address of the website,
          (c) the place on the website where it may be accessed, and
          (d) how to access the document or information.
          (2) The document or information is taken to be sent—
          (a) on the date on which the notification required by this paragraph is sent, or
          (b) if later, the date on which the document or information first appears on the website after that notification is sent.

        • 14. Period of availability on website

          (1) The company must make the document or information available on the website throughout—
          (a) the period specified by any applicable provision of these Regulations, or
          (b) if no such period is specified, the period of 28 days beginning with the date on which the notification required under paragraph 13 is sent to the person in question.
          (2) For the purposes of this paragraph, a failure to make a document or information available on a website throughout the period mentioned in sub-paragraph (1) shall be disregarded if—
          (a) it is made available on the website for part of that period, and
          (b) the failure to make it available throughout that period is wholly attributable to circumstances that it would not be reasonable to have expected the company to prevent or avoid.

        • 15. Other forms of communication

          A document or information that is sent or supplied otherwise than in hard copy or electronic form or by means of a website is validly sent or supplied if it is sent or supplied in a form or manner that has been agreed by the intended recipient.

      • PART 5 PART 5 SUPPLEMENTARY PROVISIONS

        • 16. Joint holders of shares or debentures

          (1) This paragraph applies in relation to documents or information to be sent or supplied to joint holders of shares or debentures of a company.
          (2) Anything to be agreed or specified by the holder must be agreed or specified by all the joint holders.
          (3) Anything authorised or required to be sent or supplied to the holder may be sent or supplied either—
          (a) to each of the joint holders, or
          (b) to the holder whose name appears first in the register of members or the relevant register of debenture holders.
          (4) This paragraph has effect subject to anything in the company's articles.

        • 17. Death or bankruptcy of holder of shares

          (1) This paragraph has effect in the case of the death or bankruptcy of a holder of a company's shares.
          (2) Documents or information required or authorised to be sent or supplied to the member may be sent or supplied to the persons claiming to be entitled to the shares in consequence of the death or bankruptcy—
          (a) by name, or
          (b) by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description,
          at the address in the Abu Dhabi Global Market supplied for the purpose by those so claiming.
          (3) Until such an address has been so supplied, a document or information may be sent or supplied in any manner in which it might have been sent or supplied if the death or bankruptcy had not occurred.
          (4) This paragraph has effect subject to anything in the company's articles.

    • SCHEDULE 6 SCHEDULE 6 MEANING OF "SUBSIDIARY" ETC: SUPPLEMENTARY PROVISIONS

      • 1. Introduction

        The provisions of this Schedule explain expressions used in section 1015 (meaning of "subsidiary" etc) and otherwise supplement that section.

      • 2. Voting rights in a company

        In section 1015(1)(a) and (c)the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.

      • 3. Right to appoint or remove a majority of the directors

        (1) In section 1015(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.
        (2) A company shall be treated as having the right to appoint to a directorship if—
        (a) a person's appointment to it follows necessarily from his appointment as director of the company, or
        (b) the directorship is held by the company itself.
        (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

      • 4. Rights exercisable only in certain circumstances or temporarily incapable of exercise

        (1) Rights which are exercisable only in certain circumstances shall be taken into account only—
        (a) when the circumstances have arisen, and for so long as they continue to obtain, or
        (b) when the circumstances are within the control of the person having the rights.
        (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

      • 5. Rights held by one person on behalf of another

        (1) Rights held by a person in a fiduciary capacity shall be treated as not held by him.
        (2) Rights held by a person as nominee for another shall be treated as held by the other.
        (3) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

      • 6. Rights attached to shares held by way of security

        (1) Rights attached to shares held by way of security shall be treated as held by the person providing the security—
        (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and
        (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

      • 7. Rights attributed to holding company

        (1) Rights shall be treated as held by a holding company if they are held by any of its subsidiary companies.
        (2) Nothing in paragraph 5(2), 5(3) or 6 shall be construed as requiring rights held by a holding company to be treated as held by any of its subsidiaries.
        (3) For the purposes of paragraph 6 rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—
        (a) any subsidiary or holding company of that company, or
        (b) any subsidiary of a holding company of that company.

      • 8. Disregard of certain rights

        The voting rights in a company shall be reduced by any rights held by the company itself.

      • 9. Supplementary

        References in any provision of paragraphs 5 to 8 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

    • SCHEDULE 7 SCHEDULE 7 PARENT AND SUBSIDIARY UNDERTAKINGS: SUPPLEMENTARY PROVISIONS

      • 1. Introduction

        The provisions of this Schedule explain expressions used in section 1018 (parent and subsidiary undertakings) and otherwise supplement that section.

      • 2. Voting rights in an undertaking

        (1) In section 1018(2)(a) and (d) the references to the voting rights in an undertaking are to the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote at general meetings of the undertaking on all, or substantially all, matters.
        (2) In relation to an undertaking which does not have general meetings at which matters are decided by the exercise of voting rights the references to holding a majority of the voting rights in the undertaking shall be construed as references to having the right under the constitution of the undertaking to direct the overall policy of the undertaking or to alter the terms of its constitution.

      • 3. Right to appoint or remove a majority of the directors

        (1) In section 1018(2)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.
        (2) An undertaking shall be treated as having the right to appoint to a directorship if—
        (a) a person's appointment to it follows necessarily from his appointment as director of the undertaking, or
        (b) the directorship is held by the undertaking itself.
        (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

      • 4. Right to exercise dominant influence

        (1) For the purposes of section 1018(1)(c) an undertaking shall not be regarded as having the right to exercise a dominant influence over another undertaking unless it has a right to give directions with respect to the operating and financial policies of that other undertaking which its directors are obliged to comply with whether or not they are for the benefit of that other undertaking.
        (2) A "control contract" means a contract in writing conferring such a right which—
        (a) is of a kind authorised by the articles of the undertaking in relation to which the right is exercisable, and
        (b) is permitted by the law under which that undertaking is established.
        (3) This paragraph shall not be read as affecting the construction of section 1018(4)(a).

      • 5. Rights exercisable only in certain circumstances or temporarily incapable of exercise

        (1) Rights which are exercisable only in certain circumstances shall be taken into account only—
        (a) when the circumstances have arisen, and for so long as they continue to obtain, or
        (b) when the circumstances are within the control of the person having the rights.
        (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

      • 6. Rights held by one person on behalf of another

        (1) Rights held by a person in a fiduciary capacity shall be treated as not held by him.
        (2) Rights held by a person as nominee for another shall be treated as held by the other.
        (3) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

      • 7. Rights attached to shares held by way of security

        (1) Rights attached to shares held by way of security shall be treated as held by the person providing the security—
        (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and
        (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

      • 8. Rights attributed to parent undertaking

        (1) Rights shall be treated as held by a parent undertaking if they are held by any of its subsidiary undertakings.
        (2) Nothing in paragraph 6(2), 6(3) or 7 shall be construed as requiring rights held by a parent undertaking to be treated as held by any of its subsidiary undertakings.
        (3) For the purposes of paragraph 7 rights shall be treated as being exercisable in accordance with the instructions or in the interests of an undertaking if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of any group undertaking.

      • 9. Disregard of certain rights

        The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself.

      • 10. Supplementary

        References in any provision of paragraphs 6 to 9 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.