ADGM Digital Banking License| FSRA| Category 1 License - 10 Leaves

1. ADGM DIGITAL BANKING LICENSE - FSRA - CATEGORY 1 LICENSE - 10 LEAVES The ADGM is an upcoming financial centre in the MENA region for business and fintech. The quality of ADGM’s independent regulator, the prevailing common law framework, excellent infrastructure and tax efficiencies make it the perfect base to take advantage of the rapidly growing demand for financial and business services in Abu Dhabi and the greater MENA region. Why setup a financial services firm in the ADGM? The ADGM is one of two onshore financial centres in the UAE. Established in 2015, it quickly rose through the rankings and is now counted as one of the top 25 financial centres in the world. ​ADGM’s innovative SPV regime​, its initiatives in the fintech space and its issuance of the region’s first cryto-asset regulatory framework, have all contributed to its success. Specific Advantages: Here are some specific advantages of establishing in the Abu Dhabi Global Market. LEGAL AND REGULATORY FRAMEWORK: ·​​Legal framework supports cross-border activities ·​​100% foreign ownership permitted ·​​No restriction on foreign talent or employees ·​​No restrictions on capital repatriation TAX BENEFITS: ·​​Zero tax for 50 years on profits, capital or assets from 2004 ·​​Zero tax on employee income COUNTERPARTY CONFIDENCE: ·​​Well regarded, independent regulator ·​​Independent, English-speaking,

2. Common law judicial syst ​Distinct from the UAE legal system ·​​Risk-based regulatory approach DIVERSE ECOSYSTEM: ·​​Central to regional deal making · banks, and financial institutions ​High concentration of international firms, investment funds, wealth management firms, · services ​World-class regional and international law and auditing firms, and other professional ·​​A growing fund domicile in the region GEOGRAPHIC EPICENTRE: · they own or manage ​Management offices, holding companies and family offices are located closer to the assets · the global economy ​The Middle East, Africa and South Asia (MEASA) is increasingly the centre of gravity for · and Africa ​The UAE plays a central role in the growing South-South trade, principally between Asia ·​​Well-positioned to harness the potential of emerging markets. ADGM Digital Banking License​: The ADGM recently announced its intention to accept applications for digital banking licenses. A digital bank accepts deposits, provides credit, and engages in related financial services activities. This is done primarily through online, digital or electronic means, in contrast to physical interaction with customers as in the case of conventional banks. Digital banks are financial institutions that seek to provide novel customer and transactional solutions. The Financial Services Regulatory Authority, or FSRA, reviews applications from firms who wish to carry out financial services from the ADGM. For the ADGM digital banking

3. license, the regulators aim to accept applications from existing banking institutions, and from firms with innovative value propositions. ADGM Capital requirements: The category of licence determines the amount of base capital required. The capital requirement for a ​Category 1 Digital Banking License is $10 million. This is the base capital – It is likely, however, that the Risk-Based Capital Minimum will apply as the higher requirement. This is calculated on the basis of the totality of risks the digital bank will face in the course of its business and operations, and includes core Tier 1 (CET1) and Tier 1 capital adequacy ratios of 6% and 8% respectively, with a Capital Conservation Buffer of 2.5%, along with a minimum leverage ratio of 3%. ADGM Authorisation Process: Applications for Digital Banking licenses will go through a rigorous process of authorisation. Applicants will have to demonstrate a credible, comprehensive and sustainable business plan, adequate control mechanisms and robust compliance processes. The following are mandatory appointments: Licensed Directors – the FSRA will review the composition of the Board Senior Executive Officer – Must be UAE resident Compliance Officer – Must be UAE resident Money Laundering Reporting Officer – Must be UAE resident Finance Officer Senior management positions – Business Heads, Chief Risk Officer, Chief Technology Officer Costs: Setting up an AGDM Holding Company​ involves the following interactions:

4. Financial Services Regulatory Authority (FSRA) Application fee – from US$ 30,000 Annual fee – from US$ 30,000 Registration Authority (RA): The RA helps to set up the legal structure of the ADGM Firm. In most cases, this would be a Private Company Limited by Shares. Shareholders can be individual, or corporate. The costs for setting up such a company are: Application​ for ​reserving a name​: ​US$ 200 Application​ for ​Incorporation​ of a Private Company Limited by Shares: ​US$ 1,500 Commercial License​ on Incorporation: ​US$ 4,000​ (annual fee) Business​​Activity​ fees: ​US$​​9,000​ (annual fee) Data Protection: The data protection notification is part of the process of registering a new entity in the ADGM. The costs involved are as follows: Registration - ​US$ 300 Annual renewal – ​US$ 100 Office spaces: Every entity registered in the ADGM is required to lease a physical office. You can choose from business center options, or physical spaces within the ADGM. Here is an indication of the prevailing rates: Business Centre​ – from a one-desk office at ​US$ 19,000​. Fitted Offices​ – from ​US$ 55​ per square foot.

5. Visas: Establishment​​Card​ Application – US$ 273 E-channel​ – US$ 1,100 (one-time) E-channel deposit​ – US$ 1,360 Visas​ (per visa) – from US$ 1,500