• SCHEDULE 1 SCHEDULE 1 MEANING OF BENEFICIAL OWNER

    • 1. Meaning of beneficial owner: company, LLP or partnership

      (1) In these Regulations, “beneficial owner”, in relation to a company or LLP, means:
      (a) any person who owns or controls (in each case whether directly or indirectly), including through bearer share holdings or by other means, 25% or more of the shares or voting rights in the company or LLP;
      (b) any person who controls the company or LLP, or
      (c) any person who exercises control over the management of the company or LLP.
      (2) For the purposes of subparagraph (1), a person shall have “control” if:
      (a) in relation to a company, such person:
      (i) holds, directly or indirectly, 25% or more of the company’s shares;
      (ii) holds, directly or indirectly, 25% or more of the voting rights in the company; or
      (iii) holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company;
      (b) in relation to an LLP, the person, holds, directly or indirectly, 25% or more of the voting rights in the conduct and management of the LLP;
      (3) In these Regulations, “beneficial owner”, in relation to a partnership (other than an LLP), means any person who:
      (a) ultimately is entitled to or controls (in each case whether directly or indirectly):
      (i) 25% or more of the share of the capital or profits of the partnership; or
      (ii) 25% or more of the voting rights in the partnership, or
      (b) holds the position of officer of the partnership.
      (4) In any case where a beneficial owner is:
      (a) a listed company; or
      (b) a company that it wholly-owned by the Federal Government of the United Arab Emirates, or by any of the governments of the member Emirates of the United Arab Emirates; or
      (c) a company created by Emiri decree within the United Arab Emirates, it shall be treated as a natural person for the purposes of these Regulations, and therefore (for the avoidance of doubt) as the beneficial owner of the ADGM Person.
      (5) For the purposes of subparagraphs (1) and (4)(a), a “listed company” means a company listed on a stock exchange recognised by the Registrar and subject to disclosure requirements which enable its beneficial owners to be identified.

    • 2. Meaning of beneficial owner: trusts

      (1) In these Regulations, “beneficial owner” for an ADGM Person who is a trustee, means each of the following but only in respect of the trust governed by the law of the Abu Dhabi Global Market for which the ADGM Person is a trustee:
      (a) the settlor of the trust;
      (b) any other trustee(s) aside from the ADGM Person;
      (c) each beneficiary of the trust;
      (d) where the persons (or some of the persons) benefiting from the trust have not been determined, the class of persons in whose main interest, in the opinion of the Registrar, the trust has been established or operates; and
      (e) any other person who, in the opinion of the Registrar, has control over the trust,
      unless the ADGM Person also satisfies any of the criteria in sub-paragraphs (a) to (c) of paragraph 1.(1), in which case it must also comply with and provide the information required by the provisions of these Regulations that apply to persons satisfying such criteria.
      (2) In subparagraph (1)(e) above, “control” means a power (whether exercisable alone, jointly with another person or with the consent of another person) under the trust instrument or by law to:
      (a) dispose of, advance, lend, invest, pay or apply trust property;
      (b) vary or terminate the trust;
      (c) add or remove a person as a beneficiary or to or from a class of beneficiaries;
      (d) appoint or remove trustees or give another person control over the trust; and
      (e) direct, withhold consent to or veto the exercise of a power mentioned in sub-paragraphs (a) to (d).
      (3) Where any of the above roles are fulfilled by a company, LLP or partnership, the ADGM Person shall identify the natural persons who are the beneficial owners of such company, LLP or partnership, unless the company is a listed company in which case sub paragraphs (4) and (5) of paragraph 1.(1) shall apply.

    • 3. Meaning of beneficial owner: foundations or similar arrangements

      (1) In these Regulations, “beneficial owner”, in relation to a foundation or other legal arrangement similar to a trust, means:
      (a) the founder;
      (b) the foundation council members (except council members that are ADGM registered corporate service providers);
      (c) the guardian, if any; and
      (d) the beneficiaries (if named) or designee (if no beneficiaries are named) in whose main interest, in the opinion of the Registrar, the foundation or arrangement has been established or operates.
      (2) Where any of the positions listed in subparagraph (1) are fulfilled by a company, LLP or partnership, the requirements to identify the natural person(s) who are the beneficial owners of such persons shall apply.
      (3) A person shall have “control” in relation to a foundation if such person:
      (a) holds, directly or indirectly, 25% or more of the voting rights in the conduct and management of the foundation;
      (b) holds the right, directly or indirectly, to appoint or remove a majority of the officials of the foundation;
      (4) Where any of the above roles are fulfilled by a company, LLP or partnership, the ADGM Person shall identify the natural persons who are the beneficial owners of such company, LLP or partnership, unless the company is a listed company in which case sub paragraphs (4) and (5) of paragraph (1) shall apply.

    • 4. Shares or rights held “indirectly”

      (1) A person holds a share or right “indirectly” if the person has a majority stake in a person and that person is part of a chain of persons:
      (a) each of which (other than the last) has a majority stake in the person immediately below it in the chain; and
      (b) the last of which holds the share or right.
      (2) For these purposes, A has a “majority stake” in B if:
      (a) A holds a majority of the shares or voting rights in B;
      (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B;
      (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B; or
      (d) A has the right to exercise, or actually exercises, dominant influence or control over B.

    • 5. Joint interests

      If two or more persons each hold a share or right in an ADGM Person or other legal entity jointly, each of them is treated as holding that share or right.

    • 6. Joint arrangements

      (1) If shares or rights in an ADGM Person or other legal entity held by a person and shares or rights in the same person or other entity held by another person are the subject of a joint arrangement between those persons, each of them is treated as holding the combined shares or rights of both of them.
      (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) in an ADGM Person or other legal entity that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is predetermined by the arrangement.
      (3) “arrangement” includes:
      (a) any scheme, agreement or understanding, whether or not it is legally enforceable; and
      (b) any convention, custom or practice of any kind.
      (4) A natural person, his or her spouse, his or her children under the age of 18 and any other person living with him or her shall automatically be deemed to be operating under a joint arrangement, and must therefore aggregate their respective holdings of any shares or rights for the purposes of these Regulations.

    • 7. Calculating shareholdings

      A reference in these Regulations to holding shares in an ADGM Person or other legal entity is to holding a right to share in the capital or, as the case may be, profits of that person or other entity, and a reference to holding “25% or more of the shares” in that ADGM Person or other legal entity is to holding a right or rights to share in 25% or more of the capital or, as the case may be, profits of that person or other entity.

    • 8. Voting rights

      (1) A reference to the voting rights in an ADGM Person or other legal entity is to the rights conferred on its shareholders in respect of their shares (or, in the case of an entity not having a share capital, on its members or officers) to vote at general meetings of the ADGM Person or other entity on all or substantially all matters.
      (2) In relation to an ADGM Person or other legal entity that does not have general meetings at which matters are decided by the exercise of voting rights:
      (a) a reference to exercising voting rights in the ADGM Person or other legal entity is to be read as a reference to exercising rights in relation to a person or entity that are equivalent to those of a person entitled to exercise voting rights in a company; and
      (b) a reference to exercising 25% or more of the voting rights in the ADGM Person or legal entity is to be read as a reference to exercising the right under the constitution of the ADGM Person or entity to block changes to the overall policy of the entity or to the terms of its constitution.
      (3) In applying these Regulations, the voting rights in an ADGM Person or other legal entity are to be reduced by any rights held by the person or entity itself.

    • 9. Rights to appoint or remove members of the board

      A 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.

    • 10. Shares held by nominees

      A share held by a person as nominee for another is to be treated for the purposes of these Regulations as held by the other (and not by the nominee).

    • 11. Rights treated as held by person who controls their exercise

      (1) Where a person controls a right, the right is to be treated for the purposes of these Regulations as held by that person (and not by the person who in fact holds the right, unless that person also controls it).
      (2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only:
      (a) by that person;
      (b) in accordance with that person’s directions or instructions; or
      (c) with that person’s consent or concurrence.

    • 12. Rights exercisable only in certain circumstances

      (1) Rights that are exercisable only in certain circumstances are to 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, but rights that are exercisable by an administrator, administration manager or by creditors while an ADGM Person or other legal entity is in relevant insolvency proceedings are not to be taken into account even while the person or other entity is in those proceedings.
      (2) For the purposes of subparagraph (1), an ADGM Person or other legal entity is in “relevant insolvency proceedings” if:
      (a) a liquidator (provisional or otherwise) has been appointed to act;
      (b) in the case of a company;
      (i) an administration order has been made within the meaning of the Insolvency Regulations 2015; or
      (ii) a delegation to creditors or a committee of creditors has been made; or
      (c) in the case of an LLP, an administration order has been made within the meaning of the Insolvency Regulations 2015;
      (d) in the case of a foundation, there has been a bankruptcy, insolvency or liquidation of a beneficiary within the meaning of the Foundations Regulations;
      (e) in the case of a trust, there has been a revocation of the trust; or
      (f) it is in proceedings under the insolvency law of another country or territory during which the entity’s assets and affairs are subject to the control or supervision of a third party or creditor.
      (3) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

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

      (1) Rights attached to shares held by way of security provided by a person are to be treated for the purposes of these Regulations as held by that person:
      (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 that person’s 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 that person’s interests.

    • 14. Interpretation

      (1) For the purposes of this Schedule, expressions have the same meanings as prescribed under section 26 of these Regulations.
      (2) Any reference in these Regulations to an enactment is a reference thereto as from time to time amended, re-enacted (with or without modification), extended or applied.