1)

Have never been convicted of a felony or misdemeanor involving moral turpitude and breach of trust or of insolvency, unless rehabilitated; and

2)

Have never been punished with any administrative sanction determined by a decision of the Board, on the grounds of committing a violation of any of the provisions of this Decree-Law or Federal Decree Law No. (32) of 2021, referred to hereinabove, in his capacity as a Director General or Board Member of a Company or beneficial owner thereof or controlling over its capital, including liability for causing loss, bankruptcy or liquidation of the Company.

1)

It is prohibited for the Company’s chairman, Board Members, Director General and Authorized Manager or who acts on their behalf to:

a.

Engage in managing other competing Insurance Company or any company that carries out the same or similar Insurance activity;

b.

Compete the Company’s business or carrying out any action or activity that conflicts with the Company’s interest;

c.

Practice as an Insurance Agent or Broker; or

d.

Receive a commission for any insurance operation.

2)

It is prohibited for any Person who assumes the management of the Company or any employee thereof to be a representative of any shareholder of the Company.

1)

In order for a Senior Employee to be appointed, such senior employee must fulfil the same conditions set forth in Article (15) above, in addition to the fulfillment of the qualifications, efficiency and expertise requirements necessary for carrying out insurance operations. The Company shall provide the CBUAE with a detailed statement containing the academic qualifications, practical experience and documents supporting the above.

2)

The Board shall issue a resolution defining the academic qualifications, the practical experience and the documents referred to in Clause (1) above.

1)

Form an interim committee comprising experienced and specialized individuals and appoint a chairman and vice-chairman among its Members to assume the management of the Company;

2)

Call for a general assembly meeting within a period not exceeding (3) three months following date of forming the committee, renewable for a similar period only once, in order to elect a new board of directors of the Company. The Company shall bear the committee’s remunerations, as decided by the Governor.

1.

The CBUAE shall take whatever measures it deems appropriate for the proper operation of the Company’s business, in accordance with the controls determined by the Board. To that end, the CBUAE may:

a.

Request to hold a general assembly meeting to discuss any subject the CBUAE deems critical;

b.

Request to include any item the CBUAE deems necessary to be included on the Company’s general assembly meeting agenda, even while the general assembly meeting is being held; and

c.

Hold the execution of any decision issued by the Company’s general assembly if it contravenes the laws or regulations in force.

2)

 If the Company’s general assembly is unable to take a decision on the appointment of its Auditor, or if the appointed auditor rejects the appointment for any reason whatsoever, the CBUAE may appoint an Auditor for a period of one fiscal year and determine their fees at the Company’s expense.

3)

If the Company’s general assembly is unable to appoint members of the Sharia’ah Supervisory Committee, in Companies where such committee is required, or if this appointment is not possible for any reason, the CBUAE may appoint the members of the Committee and determine their remunerations at the Company’s expense.

1)

The Company may only publish an invitation to hold the general assembly meeting in newspapers after the approval of the CBUAE of the publication. The Company may only include any additional items on the general assembly meeting’s agenda after the approval of the CBUAE.

2)

Subject to the provisions of Clause (1) above, a Company whose securities are listed on financial markets may only publish an invitation to the general assembly meeting in newspapers after the approval of SCA.

1)

Solvency margin and the Minimum Guarantee Fund, as per the type of insurance carried out by the Company;

2)

Technical Provisions estimated at the end of each fiscal year; and

3)

Reserves to be maintained in the State.