UAE Capital Market Regulation Law

Preamble

Federal Decree-Law

Federal Decree by Law No. (33) of 2025 Regarding the Regulation of Capital Market We, Mohamed bin Zayed Al Nahyan, President of the United Arab Emirates, − Having reviewed the Constitution; − Federal Law No. (1) of 1972 Regarding the Competencies of Ministries and the Powers of Ministers, as amended; − Federal Law No. (4) of 2000 Regarding the Emirates Securities and Commodities Authority and Market, as amended; − Federal Law No. (8) of 2004 Regarding the Financial Free Zones, as amended; − Federal Decree by Law No. (22) of 2020 Regarding the Distribution of Competencies and Powers between the Securities and Commodities Authority (SCA), and the Securities and Commodities Markets Licensed in the State; − Federal Decree by Law No. (32) of 2025 Regarding the Capital Market Authority; and − Upon the proposal of the Chairman of the Board of Directors of the Capital Market Authority and the approval of the Cabinet; Hereby promulgate the following Decree by Law:

Article (1) Definitions

For the purpose of implementing the provisions of this Decree by Law, the following terms and expressions shall have the meanings assigned to each of them, unless the context otherwise requires: State: The United Arab Emirates. Local Governments: The local governments of the Emirates of the State. Central Bank: The Central Bank of the United Arab Emirates (CBUAE). Authority: The Capital Market Authority. Board: The Board of Directors of the Authority. Chairman of the Board: The Chairman of the Board of Directors of the Authority. Authority Law: Federal Decree by Law No. (32) of 2025 Regarding the Capital Market Authority. Companies Law: Federal Decree by Law No. (32) of 2021 Regarding Commercial Companies, as amended, or any law superseding it. Relevant Legislation: The Authority Law, the legislation regulating the Authority and the Capital Market in force in the State, and the resolutions issued in implementation thereof. Free Zone: Any free zone established or to be established within the State, excluding the Financial Free Zone. Financial Free Zone: The zones that are subject to the provisions of Federal Law No. (8) of 2004 Regarding the Financial Free Zones, as amended, or any law superseding it. Relevant Authorities: The Ministry of Economy and Tourism, the Central Bank, the competent local licensing authorities concerned with corporate affairs in the relevant Emirate, and any other entity in the State related to the provisions of this Decree by Law and the Relevant Legislation. Financial Activities: The financial activities specified pursuant to Article (3) of the Capital Market Regulation Law, which are related to the competencies and objectives of the Authority in accordance with the provisions of this Decree by Law and the Relevant Legislation. Market: The legal person licensed or approved by the Authority to provide the venue, means, or digital systems necessary to execute transactions in securities or foreign securities, in accordance with the provisions of this Decree by Law and the Relevant Legislation. Central Clearing: The legal person licensed by the Authority to engage in Central clearing activities in accordance with the provisions of this Decree by Law and the Relevant Legislation. Central Depository: The legal person licensed by the Authority to carry out central depository activities in accordance with the provisions of this Decree by Law and the Relevant Legislation. Capital Market Institutions: The Market, the Central Clearing and the Central Depository, and any other institution deemed by the Board as a Capital Market Institution. Person: A natural or legal person, as the case may be. Licensed Person: A person licensed or approved by the Authority, or registered therewith, to carry out one of the financial activities that fall within the regulatory competence of the Authority in accordance with the provisions of this Decree by Law and the Relevant Legislation. Approved Person: A natural person approved by the Authority to perform any functions related to financial activities, whether as part of the executive management or among the employees of the Licensed Person, in accordance with the provisions of this Decree by Law and the Relevant Legislation. Executive Management: The holders of positions with persons that are subject to the supervision and oversight of the Authority pursuant to its resolutions, and who assume management, planning, and supervisory functions. Securities: A domestic financial instrument representing financial contracts, equity rights, or debt instruments that are tradable, transferable, or assignable including the following: 1. Shares of joint stock companies; 2. Pre-emptive rights; 3. Bonds and other debt instruments; 4. Sukuk; 5. Structured products; 6. Certificates; 7. Bills; 8. Units or shares of collective investment funds licensed by the Authority; 9. Securitized financial instruments; 10. Any contract, right, option, or derivative related to any of the securities or tradable products; 11. Any paper, instrument, capital share, or other financial instrument deemed by the Board to be a security for the purposes of applying the provisions of this Decree by Law and the Relevant Legislation. Issuer: A legal person established within the State that issues securities. Foreign Issuer: A legal person established outside the State or within a Financial Free Zone, in accordance with the provisions of this Decree by Law and the Relevant Legislation, that issues or lists securities within the State. Foreign Securities: Securities issued by a Foreign Issuer, and any paper, instrument, capital share, or other foreign financial instrument deemed by the Board as foreign securities. Financial Product: Securities, Foreign Securities, virtual assets for investment purposes, and any other financial product falling within the competence of the Authority. Tradable Products: Indices, currencies, interest rates, and commodities, including metals, natural resources, and agricultural products, where trading in any of which is limited to hedging contracts such as futures and options, and any other asset traded through contracts approved by the Board. Board of Directors: The board of directors or the board of managers of the Issuer or the Licensed Person, as the case may be. Listed Entity: The legal person that lists Securities or Foreign Securities on the Market. Investment Fund: A financial vehicle through which investors’ funds are pooled for the purpose of investment, in accordance with the decisions issued by the Authority. Virtual Assets: A digital representation of value that may be digitally traded or transferred and may be used for investment purposes, excluding digital representations of fiat currencies, Securities, or other funds, without prejudice to the competence of the Central Bank in regulating instruments of a monetary nature or those related to means of payment or store of value. Material Information: Any information relating to the activity, financial position, or management of the Issuer, which has an effect on its assets, liabilities, financial standing, or the general course of its business, and which may lead to a change in the price or trading volume of a listed Security or Foreign Security, or influence an investor’s decision in respect thereof. Inside Information: Material Information that has not been disclosed to the public, as determined by the Authority. Insider: Any Person who possesses Inside Information that has come to their knowledge by virtue of their position or employment, or on the occasion of either, or by virtue of a personal or contractual relationship, or by virtue of their ownership of a controlling stake in the capital of the Issuer, or by any other means whatsoever, whether they have acquired or accessed such information personally or it came to their knowledge directly or indirectly, and whether such acquisition was by lawful or unlawful means. Related Party: Any Person connected to the Issuer or the Foreign Issuer in accordance with the provisions of this Decree by Law and the Relevant Legislation. Offering: The offering of Securities or Foreign Securities for public or private subscription in accordance with the decisions issued by the Authority. Prospectus: A document that sets out the details, procedures, and conditions of the Offering of a Security or a Foreign Security. Settlement and Resolution: The restructuring or liquidation of any Licensed Person designated by the Authority as systemically important pursuant to the provisions of Article (52) of this Decree by Law, through the exercise of resolution and settlement powers, in accordance with Articles (54) and (55) of this Decree by Law, for the purpose of ensuring the continuity of the Licensed Person’s critical functions, preserving financial stability, and minimizing costs to clients or beneficiaries, as the case may be.

Article (2) Scope of Application of this Decree by Law

1. The provisions of this Decree by Law shall apply to the following: a. Financial Products when dealt in within the State. b. Financial Activities when carried out within the State, or by any Person in the Free Zone, whether conducted within or outside such Free Zone, in accordance with the provisions of this Decree by Law and the Relevant Legislation. c. Licensed Persons, approved persons, the Issuer, and the Foreign Issuer when dealing within the State, Investment Funds, and any Person related thereto, in accordance with the provisions of this Decree by Law and the Relevant Legislation. d. Any Person who targets, through its activity, clients within the State, even if such activity is carried out from outside the State or from a Financial Free Zone, provided that such activity is subject to the provisions of this Decree by Law and the Relevant Legislation. e. Any Person who has carried out its activity, invested, or conducted transactions subject to the provisions of this Decree by Law and the Relevant Legislation. 2. Securities issued by the Federal Government, Local Governments, or by any companies or legal Persons wholly owned by any of them, shall be exempt from the application of the provisions of this Decree by Law, unless such Securities are offered to the public or listed on the Market or trading platforms. 3. Investment Funds owned by the Federal Government, a Local Government, or by any companies or legal Persons wholly owned by any of them, shall be exempt from the application of the provisions of this Decree by Law, unless such funds are offered to the public or listed on the Market or trading platforms. 4. The provisions of this Decree by Law shall not apply to the following: a. Financial Activities licensed by the Central Bank. b. The Central Depository, and clearing and settlement systems established or operated by the Central Bank. c. Persons licensed by the Central Bank, except to the extent of their issuance of Securities or their engagement in the Financial Activities specified in Article (3) of this Decree by Law. d. Financial Free Zones.

Article (3) Financial Activities Subject to the Authority

1. The following activities shall be deemed Financial Activities subject to the regulation, licensing, supervision, and oversight of the Authority, in accordance with its powers relating to the regulation of the capital market sector and this Decree by Law, in respect of Financial Products pursuant to the regulations issued by the Authority, including where such activities are conducted in accordance with the principles and provisions of Islamic Shari’ah: a. Establishment and operation of the Market. b. Establishment and operation of trading platforms. c. Establishment and operation of Central Clearing. d. Central Depository services. e. Brokerage. f. General clearing. g. Activities and services related to the establishment and management of Investment Funds. h. Portfolio management. i. Promotion. j. Introducing to Financial Activities. k. Dealing in Financial Products. l. Activities and services related to securitization transactions. m. Underwriting. n. Financial advisory. o. Custody services. p. Issuance management. q. Credit rating. r. Activities and services related to escrow. s. Depository bank and depository bank agent. t. Listing advisor. u. Bills issuer. v. Financial valuation of entities subject to the supervision and control of the Authority. w. Management of profit-sharing investment accounts, excluding investment deposits with banks and Islamic finance companies. x. Registrar of private joint stock companies. y. Activities and services related to Virtual Assets. z. Activities and services related to investment-based crowdfunding. aa. Any other Financial Activities falling within the competencies of the Authority, in respect of which a resolution is issued by the Board. 2. It shall be prohibited for any Person to engage in any Financial Activity within the State from among the activities specified in clause (1) of this Article without obtaining a license or approval from the Authority. 3. Any Person may engage in one or more of the Financial Activities specified in clause (1) of this Article in accordance with the controls and conditions established by the Authority in this regard. 4. Any Licensed Person may transfer its Financial Activity license to another Person, provided that the conditions and requirements prescribed by the Authority are duly satisfied.

Article (4) Approved Functions

1. The Authority shall determine the approved functions required for the performance of any tasks or works related to Financial Activities, together with the controls and conditions for their approval. 2. It shall be prohibited for any natural Person to perform any approved function except after obtaining the approval or accreditation of the Authority. 3. Any Person may perform one or more approved functions in accordance with the controls established by the Authority in this regard.

Article (5) Provisions Related to Financial Activities and Approved Functions

1. The Authority may specify certain Persons or categories of Persons to engage in a Financial Activity or an approved function, or prohibit any of them from engaging in any Financial Activity or approved function. 2. The Authority may exempt any Person or category of Persons from the requirements and conditions for licensing a Financial Activity or from the conditions for approving functions, and may impose conditions or restrictions on such exemption or revoke the same, in accordance with the controls established by the Authority.

Article (6) Application for Licensing, Approval, Registration, and Accreditation

1. No legal Person shall be registered or licensed with the Relevant Authorities, where it intends to engage in any Financial Activities, except after obtaining the approval of the Authority to engage in such Financial Activity. 2. An application for licensing, approval, or registration to engage in any Financial Activity, or for approval to add any Financial Activity, or an application for accreditation to perform any tasks or works related to Financial Activities, shall be submitted to the Authority in accordance with the conditions set forth in the Authority ‘s resolutions, using the prescribed form, and accompanied by the information, data, and documents supporting the application; and the Authority may request any additional data or documents it deems appropriate to enable it to take its decision. 3. The applicant shall be obliged to notify the Authority in writing immediately upon the occurrence of any material change to the application or its data prior to the issuance of the Authority’s decision thereon. 4. No new application for licensing, approval, registration, or accreditation shall be submitted to the Authority following the rejection of a previous application until the lapse of a period to be determined by the Authority in accordance with its regulations.

Article (7) Provisions Regarding Guarantees and Insurance Coverage

1. The Authority or any party authorized thereby shall have the authority to obligate any Person seeking to obtain a license, approval, or registration to furnish a guarantee or insurance coverage in accordance with the conditions and procedures specified for each Financial Activity. 2. The Authority, or any other entity designated thereby, shall have the right to dispose of such guarantee, in whole or in part, to satisfy the obligations of the Licensed Person arising from the exercise of its Financial Activity, to settle any fines imposed thereon, or in implementation of the decisions issued by the Authority. 3. No third party may request attachment or execution over the guarantee provided by the Licensed Person, nor request its liquidation or otherwise dispose thereof, except upon the revocation of the license, approval, provided that all its obligations under the provisions of this Decree by Law and the Relevant Legislation have been fulfilled and subject to the Authority’s prior approval.

Article (8) The Authority’s Decision Regarding License, Approval, Registration, or Accreditation Application

1. The Authority shall issue its decision to grant or reject the license, approval, registration, or accreditation within the period specified under the regulations issued thereby. 2. The Authority may approve or reject the application, and in the event of rejection, the Authority shall state the reasons thereof in writing. 3. Notwithstanding the fulfilment of the prescribed conditions, the Authority may restrict the license, approval, registration, or accreditation with the conditions it deems appropriate at its discretion in consideration of the public interest, and for such period as it deems appropriate; it may also amend or revoke such conditions, impose additional conditions, or amend or cancel the period initially determined. 4. The Authority shall notify the applicant in writing of its approval decision. Such notification shall include the effective date of the license, approval, registration, or accreditation, a statement of the Financial Activity or the approved function, and any conditions or restrictions related to the approval decision. 5. The Authority may revoke any license, approval, registration, or accreditation application submitted without completion of the requirements within the period determined thereby. The fees paid in this respect shall not be refundable.

Article (9) Duration and Renewal of the License, Approval, Registration, and Accreditation

1. The Authority shall determine the duration of the license, approval, registration, or accreditation prescribed for the exercise of the Financial Activity or any associated tasks or Functions. 2. The Licensed or Approved Person shall be obliged to renew the license, approval, registration, or accreditation in accordance with the mechanism prescribed by the Authority. The Authority may approve such renewal, restrict such renewal with conditions, or reject the renewal in the event of failure to meet any condition of the license, approval, registration, or accreditation, or any breach of the obligations relating to the exercise of the Financial Activity or the approved function. 3. No Financial Activity or approved function shall be exercised unless the license, approval, registration, or accreditation thereof is valid and in force.

Article (10) Members of the Board of Directors, Executive Management, and Employees of the Licensed Person

1. The Authority shall specify the conditions to be fulfilled by any Person occupying a position on the Board of Directors of the Licensed Person or any function within its Executive Management, in addition to other positions designated by the Authority; this provision shall not apply where the Licensed Person is subject to the Central Bank. 2. The Licensed Person shall obtain the Authority’s prior approval for nominating or appointing any Person to the Board of Directors, renewing the membership thereof, appointing or renewing any Executive Management member, as well as appointing or renewing the contracts of any other positions designated by the Authority; this provision shall not apply where the Licensed Person is subject to the Central Bank or is a Capital Market Institution. 3. The Authority shall have the authority, by reasoned decision, to reject the nomination or appointment of any Person to the Board of Directors, the renewal of their membership, appointment or renewal of any Executive Management member, or any Person occupying positions designated by the Authority. 4. The Licensed Person shall bear full responsibility for the acts of its employees, persons subordinate thereto, and any third party engaged for task outsourcing, without prejudice to any other liabilities under this Decree by Law, the Relevant Legislation, or any other applicable legislation in the State.

Article (11) Appointment of a Temporary Director for the Licensed Person by the Authority

1. The Authority may appoint a Temporary Director to the Licensed Person to manage its daily operations in the event of the Licensed Person’s breach of financial solvency conditions, non-compliance with prudential requirements, or commission of grave violations pursuant to this Decree by Law or any Relevant Legislation. 2. The Temporary Director, whether a natural or legal Person or a committee, shall be appointed pursuant to the tasks, conditions, and fees specified by the Authority for a period of three (3) months, renewable for additional periods; the Licensed Person shall bear the fees of the Temporary Director as determined by the Authority for the performance of such duties. 3. In order to enable the Temporary Director to perform their duties, the Authority may undertake any of the following measures: a. Dismissal of members of the Board of Directors, or any thereof; b. Restriction of the Board of Directors from exercising certain or all of its functions; c. Requirement to obtain the Temporary Director’s approval prior to any decision. 4. The Authority may amend the tasks, conditions, or fees of the Temporary Director. 5. The Temporary Director shall exercise their duties within the scope of the assigned tasks, and the Licensed Person shall be bound by their decisions; the Temporary Director shall not be addressed with the responsibilities or obligations imposed by applicable legislation in the State. 6. The Temporary Director shall not be liable for any damages resulting from acts or omissions, except in cases of bad faith, fraud, gross negligence, or gross fault. 7. Notwithstanding the foregoing, the Authority may issue any decisions deemed appropriate pursuant to its powers under this Decree by Law and the Relevant Legislation concerning the Licensed Person.

Article (12) Obligations of the Licensed Person and its Employees

The Licensed Person and its employees shall be obliged to: 1. Exercise the Financial Activity or approved function within the limits of the license, Approval, Registration, or Accreditation issued by the Authority, and any conditions or restrictions imposed thereon. 2. Ensure that all conditions of the license, Approval, Registration, or Accreditation are continuously fulfilled during the period of exercising the Financial Activity or approved function. 3. Refrain from conducting any activities other than those Financial Activities licensed by the Authority, except for the entities and activities designated by the Authority. 4. Provide all information, data, and banking account number and details requested by the Authority within the period determined thereby; the Authority shall have the authority to verify the accuracy of the information or data provided by the competent authorities in the State. 5. Maintain a balance between the exercise of the Financial Activity or approved function and upholding principles of fair and proper conduct, the management of conflicts of interest and the disclosure thereof. 6. Refrain from causing harm to the Capital Market sector or its participants. 7. Verify that any Person exercising an approved function holds a valid Authority Accreditation and performs duties in compliance with applicable legislation. 8. Fulfil standards of competence and suitability and implement compliance controls in accordance with Authority decisions. 9. Submit reports requested by the Authority within the prescribed deadlines. 10. Notify the Authority in writing of any intention to cancel the license, approval, registration, or accreditation; the Licensed Person shall not cease exercising the Financial Activity, nor liquidate its operations, except after the Authority’s approval of the cancellation, in accordance with the controls established by the Authority, and after verification that claims, obligations, client accounts, and other cancellation requirements has been settled. 11. Report to the Authority any violation of the provisions of this Decree by Law, Relevant Legislation, regulations, controls, or technical systems employed; such reporting shall not constitute a breach of functional duties or grounds for termination or disciplinary action against employees. 12. Determine fees and commissions charged to clients in accordance with Authority-determined controls. 13. Comply with the provisions of this Decree by Law, Relevant Legislation, and Authority decisions relating to anti-money laundering, combating the financing of terrorism, and proliferation financing. 14. Fulfil any other obligations prescribed by the Authority through its decisions.

Article (13) Financial Services Agreement

1. The Licensed Person shall be obligated to regulate the relationship between itself and the client pursuant to a written agreement, provided that the same does not contravene the provisions of the legislation in force in the State. 2. No provision or obligation stipulated in a Financial Services Agreement shall be deemed enforceable if it contravenes the provisions of the legislation in force in the State. The Authority shall have the power to issue rules regulating the mechanism for amending such contravening provisions or terminating the offending agreements and determining the consequences thereof. 3. No agreement relating to the provision of a Financial Services executed with an unlicensed Person shall be binding or enforceable vis-à-vis the Authority.

Article (14) Client Funds

1. The Licensed Person shall be obligated to deal with funds and Securities or Foreign Securities owned by clients in accordance with the provisions of this Decree by Law and the decisions of the Authority. 2. The Licensed Person shall be obligated to segregate its own accounts and funds from the accounts and funds of its clients in accordance with the decisions issued by the Authority. 3. Funds, Securities, and Foreign Securities owned by clients and deposited in the account of the Licensed Person or registered in its name shall not form part of the patrimony of the Licensed Person, and the clients shall retain the right to recover the same in accordance with the decisions issued by the Authority. Such funds or Securities shall not be subject to pledge, attachment, enforcement, bankruptcy, liquidation, or any other procedures applicable to the Licensed Person. 4. The Licensed Person authorized to engage in margin trading shall have the right to recover its dues prior to the creditors of a client financed under margin trading, notwithstanding any general or specific preferential rights of such creditors. This shall be effected by selling all or part of the Securities held in the client’s margin trading account to the extent sufficient to satisfy the rights of the Licensed Person without recourse to the client, and in accordance with the controls and procedures prescribed by the Authority, in the following cases: a. Death of the client; b. Issuance of a decision for the liquidation of the client, the declaration of their bankruptcy, or their placement under interdiction; c. Issuance of an attachment order over the Securities belonging to the client by a competent authority; d. Any other cases determined by the Authority.

Article (15) Control by or over the Licensed Person

1. Without prejudice to the legislation in force in the State, the Authority shall issue decisions regulating the control exercised by the Licensed Person, its merger, acquisition, and the acquisition or control over it. 2. The Licensed Person shall obtain the approval of the Authority in accordance with its conditions prior to undertaking any of the actions specified in Clause (1) of this Article. The Authority shall have the discretion to grant approval, impose conditions thereon, or refuse the same. 3. The Authority shall have the right to revoke such approval, impose additional conditions, or amend the conditions imposed on the Licensed Person in accordance with the public interest, provided that the Licensed Person is duly notified to take the necessary measures in accordance with the Authority’s procedures. 4. In the event that the Licensed Person breaches the conditions or procedures stipulated by the Authority under this Article, the Authority may revoke its license or impose conditions or restrictions thereon.

Article (16) Close Links of the Licensed Person

1. The Licensed Person shall notify the Authority of any close links, provided that such notification includes: a. Confirmation that such links do not affect the Authority’s supervision or oversight; b. Evidence that the Person intended to establish the link meets the fitness and propriety standards prescribed by the Authority. 2. The Licensed Person shall provide the Authority with documents and information relating to such close links upon request and within the period specified by the Authority. 3. The Authority may request the termination or amendment of such close links if it deems them inconsistent with the required standards, including fitness and propriety standards, licensing requirements, or the requirements applicable to Capital Market Institutions, or if it considers that such links impede the Authority’s supervision and oversight. The Authority shall have the power to take any measures or impose penalties it deems appropriate, including revocation of the license if the Licensed Person fails to comply with the Authority’s decisions. 4. For the purposes of this Decree by Law and the Relevant Legislation, “close links” shall refer to those existing between the Licensed Person and any company within its financial group, or links between the Licensed Person and any other entity owning or owned by the Licensed Person, to the extent specified by a decision issued by the Authority.

Article (17) Request for Temporary Suspension or Cancellation of the License, Approval, or Registration

1. The Licensed Person shall, in the event of requesting temporary suspension or cancellation, submit a written request to the Authority, stating the reasons for such request and any other requirements prescribed by the Authority. The period of temporary suspension shall not exceed twelve (12) months, unless the Authority, at its discretion, decides to extend such period based on a request from the Licensed Person. 2. The license, approval, or registration shall be deemed cancelled if the Licensed Person does not exercise its financial activities upon the expiration of the temporary suspension period approved by the Authority. 3. Following temporary suspension or cancellation, the Authority shall have the right to require the Licensed Person to settle and conclude all transactions entered into prior to the suspension or cancellation of the license, approval, or registration, and to maintain the collateral in accordance with its decisions. 4. Following suspension or cancellation, the Authority may designate an entity to assume the functions of the Licensed Person whose license, approval, or registration has been suspended or cancelled, according to the nature of the activity and under conditions and requirements deemed appropriate by the Authority.

Article (18) Powers and Competences of the Market

1. The Market shall exercise the following powers and competences: a. Determining the fees and commissions charged for its services; b. Regulating the listing of Securities and Foreign Securities and supervising and overseeing the same; c. Regulating trading operations of Securities and Foreign Securities listed in the Market to ensure fairness among market participants; d. Monitoring disclosure processes relating to Securities and Foreign Securities listed in the Market; e. Determining trading sessions and controls governing dealings in the Market; f. Determining the guarantees of Market members and having recourse thereto in satisfaction of their obligations; g. Any other powers in accordance with this Decree by Law, the Relevant Legislation, and the decisions issued by the Authority. 2. The Market may exercise Central Clearing and Central Depository activities in addition to its other activities, in accordance with the decisions issued by the Authority in this regard.

Article (19) Competences of the Central Clearing

The Central Clearing shall exercise the following competences: 1. To determine the fees and commissions levied by it for the services rendered thereby. 2. To assume the position of the contracting counterparty for all transactions executed in the Market, thereby guaranteeing settlement thereof. 3. To determine the net rights and obligations of a Central Clearing member and its legal position arising from its transactions executed in the Market. 4. To determine the guarantees of the Central Clearing member and to have recourse thereto in satisfaction of its obligations. 5. Any other competencies in accordance with this Decree by Law, the Relevant Legislation in the State, and the resolutions issued by the Authority.

Article (20) Competences of the Central Depository

The Central Depository shall exercise the following competences: 1. To determine the fees and commissions levied by it for the services rendered thereby. 2. To register and deposit ownership of Securities and Foreign Securities, effect their transfer, register any encumbrances thereon including pledges, attachments, and other restrictions, and maintain the same in its records. 3. To retain the documents and records evidencing the ownership of Securities or Foreign Securities by the Investor, to register and maintain such ownership, review, and update it. 4. To determine the guarantees of the Central Depository member and to have recourse thereto in satisfaction of its obligations. 5. Any other competencies in accordance with this Decree by Law, the Relevant Legislation in the State, and the resolutions issued by the Authority.

Article (21) Empowering the Central Depository to Exercise Its Competences

1. Persons designated by the Authority shall be obliged to register Securities or Foreign Securities with the Central Depository, specifying the persons to whom the Securities or Foreign Securities are allocated, the entitlements to any distributions or rights thereon, and any subsequent amendments necessary to enable the Central Depository to effect the requisite entries. 2. The Market and the Central Clearing shall be obliged to provide the Central Depository with all data and information necessary to enable it to exercise its competencies.

Article (22) Financial Resources of Capital Market Institutions

The financial resources of Capital Market Institutions arising from the exercise of their activities licensed by the Authority, each within the scope of its competencies, shall comprise the following: 1. Listing fees in the Market. 2. Annual membership fees and fees for services rendered. 3. The proportion allocated from trading commissions. 4. Any other revenues agreed upon by the Capital Market Institutions.

Article (23) Obligations of Capital Market Institutions

Capital Market Institutions shall be obliged to: 1. Exercise Financial Activities, perform their tasks, and utilize technical and technological systems supporting their operations. 2. Ensure the presence of a qualified Executive Management for the exercise of Financial Activities, and for the management of their operations and related risks. 3. Perform the duties assigned thereto in a manner that achieves a balance between the exercise of activities and the establishment of sound and fair practices, as well as the management and disclosure of conflicts of interest. 4. Conduct investigations and inspections of members to verify their compliance with operational and executive controls issued thereby. 5. Establish mechanisms and procedures to ensure the quality of technical and technological systems utilized, and to guarantee the preservation and retrieval of data and information at all times. 6. Maintain the confidentiality of information and data pertaining to members and clients, except where disclosure is required by the Authority, judicial authorities, or as mandated by this Decree by Law and the Relevant Legislation. 7. Submit to the Authority any disclosures, financial reports, data, documents, or any other requirements requested in accordance with the mechanisms and deadlines specified thereby. 8. Establish controls, measures, and procedures to ensure business continuity and crisis management. 9. Establish principles and standards for participation and corporate social responsibility. 10. Determine procedures to be undertaken in the event of operational failure, interruption, or cessation of Financial Activities. 11. Adopt the controls issued by the Authority prior to the implementation thereof.