Contract For the Conversion of an Establishment into Sole

Proprietorship Company (L.L.C)

MEMORANDUM OF ASSOCIATION
(CAPHY CONTRACTING – SOLE PROPRIETORSHIP L.L.C)

Whereas the undersigned desires to establish a limited liability

company in the Emirate of Abu Dhabi, United Arab Emirates.
Preamble
Whereas Mr. Husam Mohamed Karama Mohamed Alameri is the
owner of the commercial license named (CAPHY CONTRACTING),
trade license No. (CN-1145702), issued by Abu Dhabi Department of
Economic Development, and wishes to establish a Sole Proprietorship
Company in accordance with Federal Commercial Companies
Law No. (32) of 2021 and its executive regulations and
amendments, under the following terms:

Article [1]: Definitions

The following words mentioned in this contract shall have the
meanings assigned to them below:
1. (Company Founder): Refers to the founding owner of this
company, Mr. Husam Mohamed Karama Mohamed Alameri,
UAE citizen, holder of Emirates ID No.: 784197296859511,
born on 15/07/1972, residing in Abu Dhabi.
2. (Company): Refers to the company established under this
contract.

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 3. (Commercial Register): Refers to the commercial register with
the Department of Economic Development in the Emirate of Abu
Dhabi.
4. (Commercial Companies Law): Refers to Federal Law No. (32)
of 2021 concerning Commercial Companies.
5. (Company Manager): Refers to the person to whom the
ownership of the company shall be transferred pursuant to an
annex to the memorandum of association by the company owner.

Article [2]: Company Name and Address

The trade name of the company shall be: CAPHY
CONTRACTING – SOLE PROPRIETORSHIP L.L.C – Owned by
Husam Mohamed Karama Mohamed Alameri – Sole
Proprietorship Company L.L.C
The Legal Form: Sole Proprietorship Company – L.L.C
Company address: Abu Dhabi

Article [3]: Commercial Purpose of the Company

Contracting of building projects of all types.

Article [4]: Company Headquarters

The headquarters of the company shall be located in the Emirate of
Abu Dhabi at the address specified upon issuance of this contract. The
company may establish branches, offices, or agencies within the State
or abroad.

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 Article [5]: Term of the Company
The term of the company shall be ten (10) years starting from the date
of its registration in the Commercial Register, and shall be
automatically renewed. This term may be extended or shortened
according to the founder’s wishes.

Article [6]: Company Capital

1. The company’s capital is set at AED 50,000 (Fifty Thousand
Dirhams), divided into 100 shares, each has a nominal value of
AED 10,000.
2. The founder of the company declares that the capital amount has
been fully paid and deposited into the company's bank account.

Article [7]: Share Transfer

The founder of the company has the right to transfer all or part of his
shares in the company to others by virtue of an instrument duly
notarized by the official authorities. The founder also has the right to
admit a partner to the company and to amend this memorandum of
association as he deems appropriate in line with the purpose for which
the company was established, while taking into consideration the
provisions of Article [10] of Federal Law No. 32 of 2021 on Commercial
Companies.

Article [8]: General Assembly of the Company

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The general assembly of the company shall convene at the company's
headquarters or at any location determined by the manager. The
meeting of the general assembly shall not be considered valid unless
attended by holders of no less than half of the company's capital.
The ordinary general assembly shall have jurisdiction over the
following:
1. Appointment or dismissal of the manager.
2. Increase of the company’s capital.
3. Approval of the final financial statements.

Article [9]: Management of the Company

The founder of the company shall appoint himself as the
General Manager of the company.
The manager shall enjoy full powers to carry out the
company's business, including the following:
1.1. Representation, negotiation, and signing on behalf of the
company before federal and local authorities, the Ministry of
Labor and Social Affairs, the General Directorate of Residency
and Foreigners Affairs, all private and public entities; appointing
legal attorneys and representatives; filing or defending lawsuits
or reaching settlements before all courts of all levels in the State,
including the Court of Appeal, Court of Cassation, and Supreme
Court; reconciling in disputes, waiving claims, appointing and
terminating the services of employees and consultants, defining
their duties and remunerations; representing the company
before all ministries and local authorities for the purpose of
establishing and operating the company; signing all financial and

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 commercial contracts and documents on behalf of the company;
entering into joint ventures with private entities; submitting
financial and technical bids; contracting with any federal or local
governmental entity or government-owned company; and
certifying documents related to accounts and accounting
records.
1.2. The manager shall bear full responsibility toward employees
and workers under the license with respect to salaries and
entitlements.

2. The manager shall be held liable towards the company, partners,

and third parties for any acts of fraud he commits. He shall
compensate the company for any losses or expenses incurred as a
result of abuse of power, violation of any applicable law in the UAE,
breach of the memorandum of association, his appointment
contract, or any gross negligence on his part. The manager shall
bear full responsibility for the company’s debts or any losses it may
incur.

3. Vacancy of the Manager’s Position**: Unless otherwise stipulated in

the memorandum of association or appointment contract, the
manager may be dismissed by a decision of the license owner,
whether the manager is a partner or not. The court may also dismiss
the manager upon the request of the owner if it deems there is a
legitimate reason for dismissal.

4. The manager may submit a written resignation to the company

owner, and a copy must be sent to the competent authority. The
owner must decide on the resignation within thirty (30) days from
its submission date, otherwise the resignation shall be deemed

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 effective after the lapse of this period, unless otherwise provided in
the memorandum of association or employment contract.

5. The company shall notify the competent authority of the termination

of the manager’s service within a maximum period of thirty (30)
days from the end of his service, and shall appoint a replacement
within that period.

6. In the event of conversion of the legal form of the license, the

expiration or revocation of the license purposes, the general
manager shall be appointed as the legal liquidator of the company.
The owner shall bear no financial liability or losses, God forbid.

Article [10]: Legal Reserve

A legal reserve shall be constituted by setting aside ten percent (10%)
of the company's net profits in order to form the legal reserve.

Article [11]: Dissolution of the Company

The company shall be dissolved for any of the following reasons:
1. Expiration of its term, unless the founder wishes to renew it.
2. Fulfillment of the purposes for which the company was
established.
3. Merger with another company.
4. The founder's decision to terminate the company at any time.

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 Article [12]: Liquidation of the Company
The founder of the company shall appoint a legal liquidator in
accordance with the terms set by the Department of Economic
Development. Matters not addressed in this contract shall be subject to
the provisions of the Commercial Companies Law and its amendments
and implementing decisions.
This contract and any amendments thereto shall be written in Arabic
and duly notarized by the competent official authorities; otherwise, the
contract or amendment shall be deemed null and void. All
amendments must be attached to this contract.

Article [13]: Copies

This contract is made in two original copies. The other copies shall be
used for registration purposes in accordance with the provisions of the
Companies Law.

Company Owner

Official Attestation Page

Attested by the Judicial Department, Abu Dhabi
Attestation No.: 23B0555AB1E44D5D3247
Date: 29/05/2023
Signed by the Notary Public

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