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His Highness Sheikh Mohammed bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE, may God protect him, in his capacity as Ruler of Dubai, issued Law No. (20) of 2024 regarding the establishment of Mada Media Company (PJSC).
The law stipulates that a private joint-stock company called “Mada Media Company (PJSC)” shall be established, enjoying legal personality, financial and administrative independence, and the legal capacity to practice its activities and achieve its objectives, in accordance with the provisions of the law, the basic system, and the legislation in force in the emirate. The General Commissioner for Infrastructure, Urban Planning, and Quality of Life shall supervise the company in a manner that enables it to achieve its objectives, and the basic system shall define his duties and powers.
His Highness Sheikh Hamdan bin Mohammed bin Rashid Al Maktoum, Crown Prince of Dubai, Deputy Prime Minister and Minister of Defense, in his capacity as Chairman of the Executive Council of the Emirate of Dubai, issued Executive Council Resolution No. (79) of 2024 approving the “Articles of Association of Mada Media Company (PJSC)”, including the rules and provisions thereof.
His Highness the Crown Prince of Dubai and Chairman of the Executive Council also issued Executive Council Resolution No. (80) of 2024 forming the Board of Directors of Mada Media Company (PJSC), headed by His Excellency Mattar Mohammed Al Tayer, and the membership of each of: Hussain Mohammed Al Banna, Vice Chairman, Wissam Al Abbas Hussain Lootah, Maryam Obaid Al Muhairi, Mohammed Yousef Al Mudharreb, Ahmed Hassan Mahboob, Moza Saeed Al Marri, Shehab Hamad Bushahhab, and Saeed Mohammed Al Marri. This resolution shall be effective from the date of its issuance and shall be published in the Official Gazette.
Contracting with the company and transferring rights and obligations
According to the law, the Roads and Transport Authority in Dubai and Dubai Municipality, under the concession contract, shall delegate all or some of their powers related to advertising and granting permits, as specified in the decree and the decisions issued pursuant thereto and the legislation in force in the emirate, in a manner that enables the company to achieve the purposes for which it was established.
The Authority and the Municipality, in coordination with the Dubai Investment Fund and other relevant entities, shall determine the assets, funds, material and moral rights, obligations, tasks, disputes, claims, guarantees and undertakings of each of the Authority and the Municipality, related to advertising work under the Decree, which will be transferred to the Company, including the right to access and use the system.
The ownership and registration of all assets, funds, rights, privileges, obligations, guarantees and undertakings shall be transferred to the company in its name or in the name of any company owned or affiliated with it, in accordance with the franchise contract and the legislation in force in the emirate. The relevant government agencies shall, upon the company’s request, take the necessary measures to complete the transfer and registration process.
Company purposes and powers
The law defined the objectives of Mada Media (PJSC) as supervising advertising sites and preparing them to implement advertising work by institutions and companies that are authorized to advertise on advertising sites, and implementing the legislation regulating them, including the decree. For this purpose, the company shall manage, develop, market and operate advertising sites in accordance with the franchise contract, create new advertising opportunities, and complete the required feasibility studies for them when needed, with the aim of enhancing and developing the company’s business and advertising work in the emirate, and authorizing individuals to advertise on advertising sites in accordance with what the Authority and the Municipality specify under the franchise contract.
The company is also specialized in conducting the necessary studies and research related to advertisements, providing services related to the specializations assigned to it under this law and the decisions issued pursuant thereto, and carrying out promotional work, advertising design, media publicity, and investment in advertising fields, including digital and modern technologies, within the free zones and special development zones and outside the emirate, in accordance with what is specified in the franchise contract, and any other purposes specified by the company’s articles of association.
In order to achieve its objectives, Mada Media (PJSC) has the right to contract with third parties, establish companies wholly or partially owned by it, or contribute directly or indirectly to companies, and create business partnerships, inside and outside the emirate, in a manner that is consistent with its objectives, the powers assigned to it, the franchise contract and applicable legislation.
The company also has the right to own, possess, exploit, rent, lease and dispose of lands, real estate, vehicles, equipment and necessary machinery in all legal ways, provided that these dispositions are related to achieving its objectives and enabling the company to exercise its powers assigned to it under this law, the articles of association and the legislation in force in the emirate, and to invest and employ its funds in various commercial, financial, service or industrial fields, in a manner consistent with its objectives, the powers assigned to it and the concession contract, and to borrow funds in accordance with the applicable legislation and any other work related to achieving its objectives.
The law specified the mechanisms for subscription and ownership of the company’s shares, the powers of its board of directors, and its human and financial resources. It also obligated all government agencies to fully cooperate with the company, to enable it to achieve its objectives and exercise the powers assigned to it under this law, the articles of association, the legislation in force in the emirate, and the concession contract, whenever requested to do so.
Issuance of executive decisions
Except for the decisions that His Highness the Chairman of the Executive Council of the Emirate of Dubai is authorized to issue in accordance with the provisions of this Law, the Commissioner General shall issue the decisions necessary to implement the provisions of this Law, and the Chairman of the Board of Directors of the Company shall issue the regulatory decisions necessary to manage it, in accordance with the powers and authorities assigned to it under this Law, the decisions issued pursuant thereto, and the legislation in force in the Emirate, after approval by the Board of Directors of the Company.
Any provision in any other legislation shall be repealed to the extent that it conflicts with the provisions of this law, and the provisions of the decree and the decisions issued pursuant thereto shall continue to be in effect to the extent that their provisions do not conflict with the provisions of this law.
Articles of Association of Mada Media Company (P.S.C.)
In accordance with Resolution No. (79) of 2024 approving the company’s articles of association, Mada Media (PJSC) provides a range of services, namely: advertising and publicity services using advertising media, advertising and media studies services, advertising and marketing services via websites, smart applications and social media sites, design and production of advertisements, mediation in providing advertising services through the system, professional advertising agency work, management, operation and processing of permits via a unified electronic platform at the emirate level, and the company also provides data classification and analysis services related to advertisements.
The company shall exercise the powers specified in Decree No. (6) of 2020 regarding the regulation of advertising in the Emirate of Dubai, which were entrusted to it in accordance with the franchise contract, in addition to any other works or activities related to achieving its objectives, and which do not conflict with the provisions of the law, the decree, the Companies Law, Federal Decree-Law No. (36) of 2023 referred to, and the decisions issued pursuant thereto, this system, and the legislation in force in the emirate.
Offering shares for subscription
The company’s shares may be offered for subscription, in accordance with the percentages determined by His Highness the Chairman of the Executive Council of the Emirate of Dubai in this regard.
The company’s articles of association specified the procedures and mechanisms for listing and disposing of shares, the electronic system for shares, the dividends due on shares, increasing and decreasing the company’s capital, issuing bonds and sukuk, and also specified the powers of the Commissioner General, the CEO, appointing the company’s board of directors and executive management, and organizing the company’s internal work.
Subject to the provisions of the Articles of Association, all decisions regulating corporate governance approved under the legislation in force in the Emirate shall apply to the Company. These decisions shall be considered an integral part of this system and complementary to it. The Articles of Association shall be deposited and published in accordance with the Companies Law.