Definitions

This Shareholders Agreement outlines the rights, obligations, and responsibilities of each shareholder within MAXIMUS Investment Business Club. It covers share subscription procedures, transfer restrictions, confidentiality obligations, and decision-making protocols. This agreement ensures all members align with the club's vision and strategic goals. The agreement is governed by UAE Federal Law No. 2 of 2015 on Commercial Companies, which defines the legal framework for shareholder rights and obligations in the UAE. Shareholder definitions and classifications are established in accordance with Dubai's corporate regulations and DIFC Companies Law where applicable. The agreement incorporates provisions from UAE Federal Law No. 32 of 2021 on Commercial Companies, ensuring compliance with the latest corporate governance standards. Shareholder rights are protected under UAE Federal Law No. 4 of 2020 on Securitization of Sukuk and Bonds, providing additional legal safeguards for investment instruments. The agreement maintains compliance with Dubai's regulatory framework, including the Dubai Financial Services Authority (DFSA) regulations for financial services activities.

Share Capital

The share capital of MAXIMUS Investment Business Club is divided into various classes, corresponding to the membership tiers. Each share class carries specific rights and obligations, including voting rights and entitlement to a share of the club's profits. The capital structure is designed to incentivize long-term commitment and align the financial interests of all shareholders with the club's overall success. Share capital structure is regulated by UAE Federal Law No. 2 of 2015 on Commercial Companies, which mandates specific requirements for capital formation and maintenance. The club operates under Dubai's capital adequacy regulations, ensuring sufficient financial resources for all operations. Share issuance and capital increases are governed by UAE Securities and Commodities Authority (SCA) regulations where applicable. The capital structure complies with Dubai's Islamic finance principles, incorporating sukuk and other Shariah-compliant instruments as permitted by UAE Federal Law No. 4 of 2020. Profit distribution follows UAE corporate law requirements and Dubai's regulatory guidelines for financial institutions. The club maintains compliance with UAE Federal Law No. 20 of 2018 on Anti-Money Laundering and Counter-Terrorism Financing, ensuring all capital transactions meet regulatory standards.

Transfer of Shares

Transfer of shares within the club is subject to specific restrictions outlined in this agreement to maintain the exclusivity and strategic alignment of the membership. Any proposed transfer must adhere to the club's internal policies and may require approval from the board of directors. These provisions ensure that the club's core values and objectives are preserved. Share transfers are regulated by UAE Federal Law No. 2 of 2015 on Commercial Companies, which establishes the legal framework for share transfer procedures and restrictions. The transfer process complies with Dubai's regulatory requirements, including mandatory reporting to the Dubai Department of Economic Development (DED). All transfers are subject to UAE Federal Law No. 20 of 2018 on Anti-Money Laundering and Counter-Terrorism Financing, requiring comprehensive due diligence and regulatory reporting. The transfer mechanism incorporates provisions from UAE Federal Law No. 45 of 2021 on Personal Data Protection, ensuring proper handling of shareholder information during transfer processes. Transfer restrictions align with Dubai's corporate governance standards and DIFC regulations where applicable. The club maintains compliance with UAE inheritance laws, providing clear procedures for share transfer upon shareholder death or incapacity. All transfer documentation must comply with Dubai's notarization requirements and UAE Federal Law No. 5 of 2020 on Civil Transactions.