Decree for Dubai World debt restructuring

Decree No. 57 for 2009

Establishing a Tribunal to decide the Disputes Related to the Settlement of the Financial Position of Dubai World and its Subsidiaries.

We, (His Highness Shaikh) Mohammad Bin Rashid Al Maktoum, (Vice-President and Prime Minister of the UAE and) Ruler of Dubai,

Do hereby decree as follows:

Article (1)

The following words and expressions wherever used in this Decree shall have the meani ng indicated opposite each of them, unless the context otherwise implies:

Emirate: The Emirate of Dubai.

Ruler: His Highness the Ruler of Dubai.

Government: The Government of Dubai.

Tribunal: The Tribunal formed by virtue of this Decree.

DIFC: Dubai International Financial Center.

Corporation: Dubai World and/or its Subsidiaries.

Courts: The competent courts in the Emirate, including the DIFC Courts.

Article (2)

There shall be established in the Emirate a Tribunal composed of:

1- Sir Anthony Evans, Chairman;

2- Michael Hwang, Member;

3- Sir John Chadwick, Member.

The Chairman may recommend to the Ruler further persons for appointment by the Ruler to the Tribunal. The Tribunal shall not comprise more than 5 members.

Article (3)

The Tribunal has jurisdiction to:

1- Hear and decide any demand or claim submitted against:

a- The Corporation, including hearing and deciding any demand to dissolve or liquidate the Corporation; and

b- Any person related to the settlement of the financial obligations of the Corporation, including the Chairman and members of the Board of Directors, as well as all the employees and workers of the Corporation.

2- Issue the interim and interlocutory orders and decisions, including injunctions to any person to act or not to act, or other order as the Tribunal considers appropriate.

The Tribunal may, as it considers appropriate, assign or appoint as experts persons having expertise and competence in the matters submitted to it.

Article (4)

Subject to the provisions of this Decree, the Tribunal shall decide the demands and claims submitted to it by virtue of:

1- DIFC Law No (3) of 2009 Concerning the law of Insolvency, according to the amendments stated in the Schedule hereto;

2- The Regulations Issued by the Board of Directors of the DIFCA Concerning DIFC Insolvency Regulation, according to the amendments stated in the Schedule hereto;

3- DIFC Law No (10) of 2004 Concerning the Court of DIFC, according to the amendments stated in the Schedule hereto;

4- Legislation in force in the Emirate;

5- Commercial custom; and

6- Principles of justice, and rules of righteousness and equity.

Article (5)

1- The Tribunal shall have its seat and hold its hearings in the DIFC.

2- All proceedings before the Tribunal shall be open to the public unless the Tribunal decides otherwise for considerations relating to the conduct of justice or to protect confidentiality of information.

3- The Tribunal shall issue its decisions and orders (i) by the unanimous or majority votes of its members, and (ii) in the name of the Ruler.

4- The decisions and orders of the Tribunal shall be final, irrevocable and not subject to any appeal or review.

5- The Registrar of the Court of the DIFC shall act as the registrar for the Tribunal.

Article (6) The decisions and orders issued in the Emirate by the Tribunal shall be executed by a competent execution judge. The execution judge shall not take any action that may hinder the execution of the decision or order issued by the Tribunal.

Article (7) No member of the Tribunal, nor any employee or agent of the Tribunal, shall be held liable for anything done or omitted to be done in the performance or purported performance of the functions or in the exercise or purported exercise of any powers under this Decree. This Article does not apply if the act or omission is found by the Courts to have been in bad faith.

Article (8) The Government and the DIFC shall provide the necessary administrative and financial support to the Tribunal for it to discharge its duties under this Decree.

Article (9) The Courts shall not hear or decide any demand, claim or other matter which is within the jurisdiction of the Tribunal by virtue of this Decree.

Article (10) This Decree shall come into force from the date of its issuing and shall be published in the Official Gazette.

(His Highness Shaikh) Mohammad Bin Rashid Al Maktoum, (Vice-President and Prime Minister of the UAE and) Ruler of Dubai

Schedule: The Law Related to the Settlement of the Financial Position of Dubai World and its Subsidiaries

PART 2: COMPANY VOLUNTARY ARRANGEMENTS

Article 7. The following Articles of Part 2 of the DIFC Insolvency Law shall not apply to the Corporation: (a) Article 8(3); (b) Article 9(2); (c) Article 10(1); (d) Article 10(3); (e) Article 11(2); (f) Article 12(3)(b); (g) Article 12(4); (h) Article 13(3); and (i) Article 13(6).

Article 8. Where the board of the Corporation notify the Tribunal in writing (the date of such notification, the "Notification Date") together with such other documents as may be prescribed by the registrar of the Tribunal that they intend to make a proposal to the Corporation's creditors for a voluntary arrangement (a "Voluntary Arrangement Notification"), the Tribunal shall convene and an automatic moratorium shall immediately apply to all creditors, secured or unsecured and without their consent, in respect of such Corporation and its assets wherever located from the time of the Voluntary Arrangement Notification until the conclusion of proceedings or such earlier time as ordered by the Tribunal for cause.

Article 9. (a) Upon application of the Corporation, and upon no less than 20 days' notice and a hearing at which creditors and equity interest holders shall be entitled to participate, the Tribunal shall be authorised to apply a moratorium to any Corporation, affiliate of a Corporation or other entity on such terms and conditions as the Tribunal finds to be equitable in the circumstances upon finding the following:

(1) there is a likelihood of successful reorganisation of the Corporation;

(2) there is an imminent irreparable harm to the Corporation in the absence of a moratorium;

(3) the balance of harms tips in favor of the moving party; and

(4) the public interest weighs in favor of a moratorium.

(b) Upon application of the Corporation, on shortened notice or on an ex parte basis, the Tribunal shall be authorised to apply a moratorium... .

(c) Upon application by the Corporation, the Tribunal may grant a temporary restraining order giving effect to a moratorium which may be sought by the Corporation under this Article 9 pending the outcome of any hearing requested by the Corporation under this Article 9.

Article 10. The board of the Corporation shall appoint one or more nominee(s) ("Nominee") immediately prior to the Voluntary Arrangement Notification and the name and qualification of each Nominee must be set out in the Voluntary Arrangement Notification.

Article 11. Each Nominee must be found by the Tribunal to be a leading restructuring practitioner.

Article 12. If requested by the Corporation after a Voluntary Arrangement Notification, as soon as reasonably practicable following the Notification Date, the Tribunal shall issue to the Corporation, the Nominee or a representative selected by the Corporation and approved by the Tribunal a certificate affirming the existence of proceedings before the Tribunal under this Schedule and the appointment by the Corporation of the Nominee or another person.

Article 13. If the Post Arrangement Hearing does not sanction the voluntary arrangements in accordance with Article 15 of Section 2 of this Schedule following a vote of creditors and equity interest holders on such voluntary arrangements, the Tribunal shall immediately proceed to take steps to wind up the Corporation in accordance with Chapter 5 of Part 4 of the DIFC Insolvency Law unless the Tribunal finds that it is in the interests of the Corporation and its creditors for the Tribunal to decline to initiate the winding up of the Corporation.

Article 14. Any voluntary arrangement sanctioned by the Tribunal under Article 15 of Section 2 of this Schedule shall bind all parties in interest, including without limitation all holders of claims or equity interests in the Corporation, any other party ordered by the Tribunal and every person who in accordance with this Schedule: (a) was entitled to vote at that meeting (whether or not he was present or represented at it); or (b) would have been so entitled if he had notice of it, as if he were a party to the voluntary arrangement.

Article 15. The Corporation is authorised to continue managing its affairs notwithstanding the commencement of a voluntary arrangement proceeding pursuant to this Schedule.

PART 3: RECEIVERSHIP

Article 16. Part 3 of the DIFC Insolvency Law shall not apply to the Corporation.

PART 4: WINDING UP

CHAPTER 1 - GENERAL

Article 17. The following Articles of Chapter 1 of Part 4 of the DIFC Insolvency Law shall not apply to the Corporation: (a) Article 23; (b) Article 24; and (c) Articles 25(2) and 25(3).

CHAPTER 2 - VOLUNTARY WINDING UP

Article 19. Chapter 2 of Part 4 of the DIFC Insolvency Law shall not apply to the Corporation.

CHAPTER 3 - CREDITORS VOLUNTARY WINDING UP

Article 20. Chapter 3 of Part 4 of the DIFC Insolvency Law shall not apply to the Corporation.

CHAPTER 4 - PROVISIONS APPLYING TO BOTH KINDS OF VOLUNTARY WINDING UP

Article 21. Chapter 4 of Part 4 of the DIFC Insolvency Law shall not apply to the Corporation other than as ordered by the Tribunal on a winding up of the Corporation under Article 13 of Section 1 of this Schedule.

CHAPTER 5 - COMPULSORY WINDING UP

Article 22. The following Articles of Chapter 5 of Part 4 of the DIFC Insolvency Law shall not apply to the Corporation: (a) Articles 50 to 53 (inclusive); (b) Article 57; (c) Article 66; and (d) Article 67(2).