Marka : Amended AOA

The Amended Articles of Association J:...JI '-"""L....'il tt.a.i..11‌ Of .;I...y!J Marka (l.t......._;.!.) (Public Joint-Stock Company) Preamble l..ll.JI I 1 1I Marka PJSC was incorporated as a public joint c.,-9 -4-.ok. YI.........t..J,)....y;,w......b stockcompany in the Emirate of Dubai in the United1...,.. oyJI -:.i1_;t...-;1 .J.l.i ',r,:io}..o) Arab Emirates, after obtaining the approval of the competent authorities, by virtue of license number .J_;4,:ill).J I ulhWI713745issued on 09/07/2014 , the Minister of Ili_)l:i U"2014/07/09cutli0.J:il....::.713745Economy's decision number 399/2014 the .).:il.....::.:i!')I ii)j.-9 ).JSJ'T-:iii)....H.:il.....::.:i!)'I memorandum of articles of association dated t....11 U:...i.ll.-9till J2014/399 04/06/2014and in accordance with Federal Law Nou-.,.il.ill ts.:..IillJJ 2014/06/04t.J)-J1 y:;J.l (8) for the year 1984 concerning commercial companies and its amendments..JL;,.:ill d.Sy;.ll du:;,1984 W (8).J 1.pW)'I .4..1:i.......11. '.J-'"1'1J And whereas Federal Law No (2) for the year 2015d...::.,.)2015 W (2).J 1.pW)'I u l.ill ulS WJ concerningcommercial companies issued onu1c.:i! 2015/3/25c.,-9.J.:iL.......11 .JL;,.:ill d.Sy;.ll 25/03/2015 porvided for the cancellation of Federald...::.1984 W (8).J i..f.:iW)'I u_,.il.ill 1>W) Law No (8) for the year 1984 concerning commercialcompanies and its amendments andu1c.)3,4..1I LJ:,il.,i!IJ .JL;,.:ill ulS_y;.ll imposed on public joint stock companies to amend1.....it....11 lJiWl.ill 4...WI YWI ulS_y;.ll their articles to comply with its provisions..ts..:..l e:-a031 By virtue of the Special Resolution of the General Assembly dated 28/03/2016, it was resolved to amend the Articles of Association and restate them in accordance with the Federal Law No 2 for the year 2015. By virtue of the Special Resolution of the Generaly-•11_-,,.-.,-.1...WI.)I.)."-"11"-.-1.:.,,,I.•JtsWJAssemblydated on 30/04/2017, it was resolvedcl.folu1c..l).J_j:i :i!,2017/04/30:Utli.J.:iLllbased on the Board of directors' recommendationrA.J:i .)F-c JL......i.Jl'Ll..iJo):i'll to set up an authorized Capital for the amount of 1 billionby amending clause 5 from the Articles ofJI.... 4-...aWI l.....'ll U"5o.:iWI Jl.llt.:iJ Association related to The Company's Capital ' y;.ll AndIt was also resolved to delete paragraph 2 ofJI..?. 137:i..i,JI U"2ojii.ll uh .J_j:i.J L.iS:clause7 related to the shareholder of the Company.y;.ll JL......l.J U" %5U" )Si rAt.......l..fl -tlWownership of more than 5% of the Company's share capital.

Therefore, it has been agreed that the following shall be the amended Articles of Association of the Company:

JII.....')U:...i.11 u1c.JW'll p:iii , .J :yill

Jo_EF_1N_1T_1o_Ns I_I U_·z>_i· I In these Articles the following expressions shall where the context allows have the meanings set opposite each of them respectively: 'Articles' or 'these Articles', means these articles of association as amended from time to time. 'Board' or 'Board of Directors', means the board of4..S, .>1 o..ii...L . •i.,"o.I . ...1-·" u...1- .I" . Y"" .). .:r.J.J'.J directors of the Company. 'Company', has the meaning set out in Article (1) of these Articles. 'Competent Authority', means the Department of Economic Development in the Emirate of Dubai. 'Conflict of Interest' means the situation in which the partiality in taking a decision is affected due to a personal, material or moral interest, whereby the interests of the Related Parties interfere or seem to interfere with the interests of the company as a whole, or upon taking advantage of the professional or official position in any way with a view to achieving a personal benefit. 'Control', means the power to influence or control - directlyor indirectly - the appointment of the- I .JI_»ii.:ili _)c:;.J.li] .J,"o.JhJ· ull" majority of the members of the board of directors ofoJ:iJli_} -+ofa. )+o a company or the decisions issued by the board or _,_.! U"' )4..1.oo.J..il.wJI wl)y.ll) by the general assembly of a company through the) )';IU"' J)l:..U"' b.J ,y:;J.l ownership of a percentage of shares or through an agreementor arrangement leading to the same ._»ii.:ill wl::i _)Ji;..i);y,,.1_ji)Jl.i1i-! effect. 'Corporate Governance', means the set of regulations, criteria and procedures that ensure institutional discipline in managing companies in accordance with international criteria and practices by determining responsibilities and obligations of the directors and executive management of a company, taking into consideration the protection of shareholders rights and other stakeholders' interests.

'Cumulative Voting', means the voting where each shareholder has a total number of votes equal to

L.....JS.l,)fi:!0l4-1.iI .JA.J,"ljlll u..a I" ? _;!I e+-"'11 ..l..l.e'-f.JL.,yul_,.....,'}I U"'..i..lc-

the number of shares he owns such that the shareholder will give all his votes to one candidate or distribute them among several candidates, provided that the number of votes given to his chosen candidates does not exceed the number of votes belonging to the shareholder
'Executive Directors' means directors who are dedicated on a full time basis to the management of the Company or receives a monthly or annual salary from the Company. 'General Meeting' or 'General Assembly', means the Company's shareholders general meeting held as per the provisions of Part 4 of these Articles. 'Independent Directors', means any director whose character and judgment are viewed by the Board of Directors as being independent and free of factors which affect or may affect the director's judgment, and who meets any other criteria for independence as may be set from time to time by the relevant authorities or the Board. 'Law', means Federal Law No 2 of 2015 concerning the Commercial Companies as amended or updated from time to time. 'Non Executive Directors' means directors who are not dedicated on a full time basis to the management of the Company or do not receive a monthly or annual salary from the Company. The remuneration received as a Board member shall not be deemed a salary. I_'_R_e_la_te_d_P_a_rt_ie_s_·I_I:_'_'4._l '-_,_ju_·_1Jb-'"' The chairman and members of the Board of I o)J)'I 1J o)J)'I u,4..o1J .J - Directors and members of the senior executive 'i)AUA '-iiI utsy::JIJ , y::Jy 4WI management of the Company; companies where any of the aforesaid have a controlling Jl4•jsi,JI Ji.:illJl / iulSy::JIJ ,'& share; and parent, subsidiary, sister or allied .yill I companies of the Company.
The relatives of the chairman, a member of the Board of directors or of the senior executive management up to the first degree.	4..:!°'J•i JI o)J)'I JI o)J)'I y.:=JI (Y':!J.J y)..§ - .i).}11 4.JJ.11 4WI

,,,_,j,,.1-$- wL.....,,)-u...,i...

ClSJlo mar 1

Oubal-U.A .E

M_R J.5..A P.J .S ·C

y:;.14 fol!%10	lAA.....,.., 0-4Wll	L..JI
4-JlSy:._,I /1I 4-,:iS	_,I 4-,:i). )	I	..,I

-Thenatural person or corporate body A..l...JI J)G. ulSi.S.llltj.J)II _,I II who/which was during the year preceding that

of the trading a shareholder holding 10% or more in the Company or a member of its Board

of Directors or of its parent or subsidiary

company.

- The personwho has Control over the Company.I

.:i.11

.y:;.11 ii_;.4... .iJtj.lll I -I

'SCA', means the Securities and Commodities Authority of the State.

.4JJ.ill -r. e;hJIJU-WI ·1.)Jti

- .. J ,

.. I"

'Special Resolution' means a resolution that has 0:l.lll WI u,,o.J..lI JJ.11y,J ,"WI )..)JI" been passed by shareholders holding at least three tI Ui.......11 r+""'ll t'-!))l..'.iiJ-'iLi 0 quarters of the shares represented in the General

Meeting.

'State' or the "UAE",means the United Arab Emirates.

. l I

.c1 4,-..J.Jl wl..)L.'i1 4..lJ..i ..j,""'1J.lll"

Section (1)

J;'il I

Incorporation of the Company .Uy!Jll:i

I I

Article (1)

(1) 0..11....

I 1 1I

Name of the Company

I I

I

.Uy.!JI I

Thename of the company is "Marka PJSC", a..... .....t..... :i.S .,..,"t-r-uJ.l.sjl.... ..,.:i.S.,.:Ji,...1I

public joint stock company .

Article (2)

(2) 0..1...i

I II

Head Office of the Company

.Uy.!JI .JM

I I I

The Company's head office and its domicile shall -r-..l..l.""!_,.it.ill J)I y:.ll jS y,

y,,.i -fly:;.11w¥.fJJ

bein the city of Dubai in the Emirate of Dubai and 1.5.....J t:J.)l:iii)..i)'I u-4,..Jj J4.F-..i ii)...a)the Board of Directors may establish branches, J_,..i..,4..1_,.lll J:,..l..i 0ts..a

offices and agencies thereof elsewhere in the UAE,

the GCC and abroad..4-;,,...)I.:..J -. -

I (·.)Jt..ull

I Article (3)

Duration of the Company

I

1 1

1 1

(3) 0..11...iI

.Uy.!JI o..1..a

I

(A..&IS-Wt.......)_.,L.a

0.SJlP

mar 1

Dubai - U.A.E

41AR K AP.J .S.C