Beneficial Ownership and Control Regulations (Amendment No. 2) 2024

1 Consultation Paper No. 3 of 2024 Annex A BENEFICIAL OWNERSHIP AND CONTROL REGULATIONS (AMENDMENT NO. 2) 2024 Date of Enactment: [] The Board of Directors of the Abu Dhabi Global Market, in exercise of its powers under Article 6(1) of Law No. 4 of 2013 concerning the Abu Dhabi Global Market issued by his Highness the Ruler of the Emirate of Abu Dhabi enacts the following Regulations:

1. Amendments to the Beneficial Ownership and Control Regulations 2022 The Beneficial Ownership and Control Regulations 2022 shall be amended as follows – (1) Amend the Regulations so that in every instance “Register of Beneficial Owners of Legal Persons and Nominee Directors” appears, it is replaced with “Register of Beneficial Owners of Legal Persons, Legal Arrangements and Nominee Directors”. (2) Amend subsection 2(3) to add “, although a member can only inspect the information directly relating to themselves” after the word “inspection”. (3) Insert a new section 2B as follows: “2B. Record of Express Trusts (1) Each relevant trustee of an express trust must keep a record of the particulars of the express trust in a record referred to in these Regulations as the “record of the trust”. (2) Each relevant trustee of an express trust established prior to the coming into force of this section will have 3 months from the date of publication of this section to ensure that a record of the trust is established. (3) Each relevant trustee of an express trust established after the coming into force of this section must ensure that a record of the trust is established within 1 month of the establishment of the express trust. (4) The record of the trust must include the required particulars (as defined under section 2(4) above) of the beneficial owners of the express trust, as well as the following trust particulars, collectively referred to in these Regulations as the “trust particulars”: (a) the name of the express trust; (b) the date of creation of the express trust; and (c) the objectives for which the express trust has been established.” (4) Insert a new section 3A as follows: “3A. Duty of relevant trustee to keep the record of the trust up-to-date

2 Consultation Paper No. 3 of 2024 Annex A (1) A relevant trustee must take reasonable steps to ensure that the trust particulars recorded in its record of the trust are true, accurate, complete and up to date. (2) If a relevant trustee knows or has reasonable cause to believe that a relevant change has occurred which effects the trust particulars in the record of the trust, the relevant trustee must request in writing details of the relevant change from, in the case of changes in beneficial owners, each person whose trust particulars recorded in the record of trust have changed. (3) A “relevant change” with respect to the record of the trust, occurs if: (a) a person whose particulars are recorded in a record of the trust ceases to be a beneficial owner in relation to the express trust; (b) a new person becomes a beneficial owner in relation to the express trust; or (c) any other change occurs, as result of which the trust particulars stated in the record of the trust are incorrect or incomplete. (4) A relevant trustee is not required to send a request in writing under subsection (2) if: (a) the relevant trustee has already been informed of the relevant change and of the information referred to in subsection (7)(b); and (b) that information was provided either by the person concerned or with their knowledge. (5) The relevant trustee must send a request in writing under subsection (2) as soon as reasonably practicable after learning of the change or first having reasonable cause to believe that the change has occurred. (6) The request in writing must require the addressee, within the period of 1 month beginning with the date of the request: (a) to confirm whether or not the change has occurred; and (b) if so: (i) to state the date and details of the change; and (ii) to confirm the correct trust particulars included in the request, and supply any missing information. (7) On receipt of information received pursuant to the request in writing under this section, or otherwise being satisfied that a relevant change has occurred, a relevant trustee must within 1 month amend the record of the trust accordingly.”

3 Consultation Paper No. 3 of 2024 Annex A (4) Insert a new section 4A as follows: “4A. Duty of relevant trustee to submit record of the trust to the Registrar (1) A relevant trustee of a trust established prior to the coming into force of this section must submit a record of the trust to the Registrar within 1 month after the creation of the register of the trust in accordance with section 2B(2). (2) A relevant trustee of a trust established after the coming into force of this section must submit a record of the trust to the Registrar within 1 month of the creation of the register of the trust.” (5) Insert a new section 5A as follows: “5A. Duty of relevant trustee to notify Registrar of changes When there has been a relevant change (as defined in subsection 3A(3) above), within 15 days of when the relevant change has been reflected within the record of the trust in accordance with section 3A(7), the relevant trustee must submit a notice to the Registrar of the amendment or change and the date on which the underlying event which resulted in the amendment or change occurred, to the best of its knowledge.” (6) Insert a new section 6A as follows: “6A. Duty of relevant trustee to ensure security of information A relevant trustee must take all reasonable steps to ensure the security and confidentiality of information disclosed to them under these Regulations and must not disclose such information other than in compliance with a duty imposed, or in exercise of a power conferred, under these Regulations or any other law or regulation applicable in the Abu Dhabi Global Market.” (7) Insert a new section 7A as follows: “7A. Duty to retain documents following the termination of an express trust (1) Where an express trust with a relevant trustee is terminated, the relevant trustee must notify the Registrar, and retain the record of the trust as at the date of termination for the minimum retention period and must comply with the requirements of the Registrar issued under these Regulations in that period. (2) The Registrar must retain the record of the trust referred to in subsection (1) for the minimum retention period following the termination of the trust.” (8) Replace section 10(1)(a) with the following: “to require from an ADGM Person direct access to (by electronic means or otherwise) the record of beneficial owners and the record of nominee directors, or to require from a relevant trustee the record of the trust;”

4 Consultation Paper No. 3 of 2024 Annex A (9) Amend the title of Part 3 so that it reads “Register of Beneficial Owners of Legal Persons, Legal Arrangements, and Nominee Directors”. (10) Amend subsection 11(2) so that after “ADGM Persons” it reads “and relevant trustees”, and amend the wording “4, 5 and 13” to read, “4, 4A, 5, 5A, and 13”. (11) Amend subsections 12(2), 19A(1) (on the first time it appears) so that after “ADGM Person” it states “or an express trust with a relevant trustee”. (12) Amend subsections 12(3)(b), 13(3)(b), 16(2)(b) (on the second time it appears only), 18(11)(a)(i), 19A(1) (on the third time it appears), 19A(2), 19A(4) (in both cases that it appears), and 19A(5), so that after, “ADGM Person” it states, “or the relevant trustee”. (13) Amend subsections 13(1), 13(2), 13(3), 16(1), and 16(2) (on the first time it appears only) so that after, “ADGM Person” it states, “or a relevant trustee”. (14) Amend subsection 18(4) by replacing “level 7 fine” with “level 8 fine”. (15) Amend subsection 19A(1)(b) so that after “ADGM Person in the ADGM” it reads “or the express trust”. (16) Amend subsection 19A(1) (on the second time it appears) and 19A(5) (on the second time it appears) so that after “ADGM Person” it reads “or the express trust”. (17) Amend subsection 19A(5) so that after “cancel the licence” it reads “of the ADGM Person or the relevant trustee”. (18) Amend section 22 by deleting “or” from (a), replacing the comma at the end of (b) with “; or” and inserting a new subsection (c) which reads “specific express trusts”. (19) Amend subsection 23(2) so that after “ADGM Person” it reads “or specified express trusts”. (20) Amend subsection 25(1) by deleting the defined term ““Investment Trust” has the meaning set forth in the Financial Services and Markets Regulations 2015;” (21) Amend subsection 25(1) by amending the definition of “minimum retention period” so that subparagraph (a) reads “ADGM Person or express trust” (22) Amend subsection 25(1) by inserting after the definition for “record of nominee directors” the following definition ““record of the trust” has the meaning prescribed to it in section 2B;” (23) Amend subsection 25(1) by inserting after the definition for “relevant change” the following definition ““relevant trustee” means any person conducting trustee activity which requires a licence under the Commercial Licensing Regulations 2015;” (24) Amend subsection 26(1)(c) by ending the subparagraph with “or” and amend subsection 26(1)(d) by replacing “; or” with “.” where it appears. (25) Delete subsection 26(1)(e). (26) Amend subsection 26(3)(c) by deleting “and” from the end of the subparagraph and amend

5 Consultation Paper No. 3 of 2024 Annex A subsection 26(3)(d) by inserting “and” and the end of the subparagraph. (27) Amend Schedule 1, subparagraph 2(1), by deleting the words “each trust that is not an Investment Trust for which an ADGM Person acts as a trustee” and replace with “a trust”. (28) Amend Schedule 1, subparagraph 2(1)(b), by deleting “any other” and replace with “the”. (29) Amend Schedule 1, subparagraph 2(1)(b) by deleting “the ADGM Person” and replacing with “a relevant trustee”. 2. Short title, extent and commencement (1) These Regulations may be cited as the Beneficial Ownership and Control Regulations (Amendment No. 2) 2024. (2) These Regulations shall apply in the Abu Dhabi Global Market. (3) The Regulations come into force on the date of publication of these Regulations.