5.1. Rematerialisation of Investments

Subject to rule 5.2 (Conditions for rematerialisation), if an Issuer permits the registration and transfer of a class of its existing Uncertificated Investments in Certificated form, the Investments may be converted from Uncertificated form into Certificated form in accordance with these Rules.

5.2. Conditions for rematerialisation

5.2.1 The Issuer of an Investment must not permit the holding of, or transfer of title to, the Investment in Certificated form if the law under which the Investment or the Issuer is constituted, or the Terms of Issue, are in any respect inconsistent with:

1. (a) the registration or transfer of title to the Investment in Certificated form; or
2. (b) these Rules.

5.2.2 If Investments are converted into Certificated form, all Investments of the relevant class after conversion must be held in Certificated form. However, this subrule does not limit the right of the Issuer subsequently to convert Certificated Investments to Uncertificated form under Part 2 (Issue of Uncertificated Investments and dematerialisation).

5.3. Procedure for rematerialisation of Investments

5.3.1 Before an Issuer converts Investments into Certificated form, the Issuer must:

• (a) if the Issuer is a Company—obtain the consent of the majority of the holders of the existing Investments that the Issuer proposes to convert into Certificated form; and
• (b) comply with any other requirements of the Terms of Issue relating to the conversion of the Investments into Certificated form.

5.3.2 Uncertificated Investments are converted into Certificated form by the issue of Certificates of Title in relation to them and the Issuer must issue them on a single day (the day of the conversion).

5.3.3 Any issue of Certificates of Title under this Part in relation to Uncertificated Investments must be in accordance with applicable AIFC Regulations and AIFC Rules and the Terms of Issue.

5.3.4 If the Issuer of Investments that are converted into Certificated form is a Company or Recognised Company, the Issuer must, on the day of the conversion, notify:

• (a) each holder of the Investments in Writing of the conversion of the Investments into Certificated form and the date of the conversion; and
• (b) the Registrar of Companies in the form required by the Registrar.

5.3.5 On receiving the notification under subrule 5.3.4, the Registrar of Companies must note the conversion of the Investments into Certificated form, and the date of the conversion, on the relevant register kept by the Registrar under the AIFC Companies Regulations.

5.3.6 From the issue of Certificates of Title in relation to Investments converted to Certificated form:

• (a) the Investments are Certificated Investments; and
• (b) these Rules cease to apply in relation to the Investments unless and until they are, or are to be, subsequently converted into Uncertificated form.

5.3.7 To remove any doubt, these Rules do not prevent the conversion of Uncertificated Investments, which have previously been converted from Certificated form into Uncertificated form, into Certificated form.