Law No. (1) of 2018 Concerning the Establishment of Modon Properties “Public Joint Stock Company”

Article 1 — In the implementation of the provisions of this Law, the following words and ¶

phrases shall have the meanings corresponding thereto unless the context
requires otherwise:
State : The United Arab Emirates.
Emirate : The Emirate of Abu Dhabi.
Government : The Government of Abu Dhabi.
Executive Council : The Executive Council of the Emirate.
Company : Modon Properties (Public Joint Stock Company).
Board of Directors : The Company’s Board of Directors.
Subsidiary : Any company of which majority shares or stocks
are directly or indirectly owned by the Company.

Article 2 — Pursuant to the provisions of this Law, a company shall be established under ¶

the name of “Modon Properties”, a Public Joint Stock Company, having an
independent legal personality, and enjoying financial and administrative
independence as well as full legal capacity to exercise its activity and achieve
its objectives.
The Company may use, by a decision of its Board of Directors, an acronym
or short name thereof.
The name of the Company may be changed in accordance with the procedures
specified by its Articles of Association.

Article 3 — The main office of the Company shall be located in the city of Abu Dhabi and ¶

the Board of Directors may establish offices, branches or agencies thereof
inside or outside the State.

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Article 4 — The authorised capital of the Company was set at AED One Hundred Million ¶

(100,000,000) with a par value of one AED for one share.
The issued capital was set at AED Fifty Million (50,000,000) with the par
value of one AED for one share. All the shares are nominal, fully paid and
owned by the government.
The Board of Directors may increase the authorised and issued capitals by
offering cash or in-kind contributions and converting any of the government’s
contributions in any Subsidiaries to shares in the Company, and may
decrease or restructure the Company’s capital following the approval of the
Executive Council.
No transfer, sale, conversion, mortgage or assignment of any of the
Company’s shares may be conducted unless after obtaining the approval of
the Executive Council.

Article 5 — The main objective of the Company is the development of integrated urban ¶

and commercial projects of a developmental and social nature in accordance
with the building priorities of the Emirate, the provision of multiple options of
residential complexes and housing designs, and the management and follow-
up of housing construction projects. For this purpose it assumes the following:
1. Own, manage, develop and invest in real estates, buildings and
residential complexes inside the Emirate, including all the relevant
activities.
2. Prepare and provide various and innovative designs for residential
complexes and private housing in the Emirate.
3. Build, manage, develop, operate, market, sell, rent and lease lands,

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real estates, and integrated residential complexes including the utilities
and relevant infrastructure.
4. Grant any privileges, investments or any other rights related to the
development or investment in any real estates and buildings owned,
managed or invested by the Company, or which are allocated or
entrusted thereto by the government.
5. Develop, own, register and license the rights related to Intellectual
Property, trademarks, trade names and patents as well as all the rights
and designs related to the Company’s business.
6. Establish all types of companies, independently or jointly with others
and give them the power and authority which the Company deems
appropriate or necessary for any purposes related to the Company’s
objectives, its expansion or its business.
7. Conclude any contracts and agreements toward the implementation
of the Company’s objectives, including the contracts of construction,
operation, management, maintenance, purchase and sale, or the
agreements related to the management of companies engaged in the
construction, development, operation or maintenance of any of the
Company’s works, activities or facilities or in the field of any relevant
affiliated services, or the agreements related to the establishment,
development, operation and maintenance of the activities, works or
facilities owned by such companies.
8. Provide financing solutions and channels to buy houses and real
estates in cooperation with the concerned government entities and
the private sector.
9. Carry out all banking and financial transactions related to the business
of the Company or any of its Subsidiaries; open, manage and close bank

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accounts; withdraw, accept and negotiate on negotiable promissory
notes; issue financial guarantees to the Subsidiaries, conclude
borrowing and lending agreements, financial and credit facilities; and
carry out the treasury operations for the funds of the Company and its
Subsidiaries in accordance with the applicable legislations.
10. Assume all other tasks related to or associated with the Company’s
objectives and activities and carry out all operations and actions
required for the well-functioning of its work and increasing its revenues.
• The Company may assume all the above competences, by itself or through
any of the companies which are wholly or partially owned thereby or via
brokers or agents appointed by the same.

Article 6 — The term of the Company shall be (99) Gregorian years, starting as of the ¶

date of its registration in the Commercial Register, renewable for similar
periods unless the General Assembly issues a resolution to dissolve the
Company.

Article 7 — • The Company shall be managed by a board of directors consisting of ¶

minimum 5 members including the Chairman. The members are appointed
by the Chairman of the Executive Council Resolution.
• The term of the board of directors shall be 3 years automatically renewable
for similar periods unless the Chairman of the Executive Council issues a
resolution to reform it.
• The Company’s articles of association shall state the procedures of
holding the meetings of the board of directors as well as the method of
voting on its resolutions.

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• The board of directors may form a committee or more from among its
members or others and determine the powers of these committees and
their competences.

Article 8 — • The board of directors is the competent authority to lay down the general ¶

policy of the Company and Subsidiaries and follow up its implementation
to achieve its objectives. The board of directors shall solely assume the
following competences:
1. Lay down and issue the articles of association of the Company not
incontracy with the provisions of this Law.
2. Approve the Company’s action and strategic plans, supervise the same
and follow up their implementation.
3. Issue the financial, administrative and operating regulations of the
Company, including the Company’s tenders, bids, contracts and
procurement procedures regulation.
4. Lay down the organisational structure of the Company and its
Subsidiaries and issue the internal rules and regulations for the
personnel of the Company and its Subsidiaries.
5. Approve the budget and final accounts of the Company and its
Subsidiaries for each fiscal year.
6. Appoint and discharge, where necessary, the higher management of
the Company and its Subsidiaries.
7. Form the Boards of directors of the Subsidiaries.
8. Sell or mortgage any of the Company’s assets after obtaining the
approval of the Executive Council.

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9. Allow the Company and its Subsidiaries to carry out any investment,
borrowing, lending or issuance of securities, guarantees, bonds, Sukuk
or any other debt instruments in accordance with the applicable
legislations in the Emirate.
• The board of directors shall form the general assembly of the Company
and its Subsidiaries, and shall represent the Government in all matters
related to the latter’s contribution in the Company.
• The Board of directors shall have the competence to implement any of
the company’s objectives or assume any of its competences determined
in Article (5) of this Law. The Board may also delegate any competences
assigned thereto in this Law or the Company’s Articles of Association
to any of its committees and any person it deems appropriate from the
Company’s employees or its Subsidiaries or agents or brokers appointed
by the Board, and may determine the principles and regulations for
exercising such competences.

Article 9 — The Company shall appoint one or more accredited auditors to audit the ¶

accounts and financial statements of the Company by virtue of a resolution
issued by the Board which shall also determine their remunerations.

Article 10 — The Company’s fiscal year shall start as of the 1st of January and end on ¶

December 31st of each year, except for the first fiscal year which shall start
as of the date of registration of the Company in the Commercial Register
and ends on December 31st of the same year.

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Article 11 — The Company shall not be subject to any laws or regulations or instructions ¶

applicable in the Emirate concerning procurement, tenders, bids or contracts
to any governmental entities.

Article 13 — This Law shall be effective from the date of its issuance and shall be published ¶

in the Official Gazette.
Issued by us in Abu Dhabi
On: 28 January 2018
Corresponding to: 11 Jumada Al Awwal 1439 Hijri
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi

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Executive Council
Resolutions
Executive Council Resolutions

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