Law No. (1) of 2023 Concerning the establishment of Abu Dhabi Transport Company “Public Joint Stock Company”

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

and expressions shall have the meanings corresponding thereto unless the

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context requires otherwise:
Government: : The Government of Abu Dhabi
Emirate : The Emirate of Abu Dhabi.
Supreme
Council
: The Supreme Council for Financial and Economic
Affairs.
Department : The Department of Municipalities and Transport
Company : The Abu Dhabi Transport Company “Public Joint Stock
Company”
Board of
Directors
: The Board of Directors of the Company.
Railways : Passenger railways, or any other railway-based passenger
transport systems, which are specified by specific tracks in
urban and suburban areas within the Emirate, excluding the
Federal railway tracks.
Transport
Systems:
: Systems, Software, networks, traffic signals, energy
systems, supporting infrastructure, optical fibres, as well
as all utilities, facilities, buildings, warehouses, stations,
passengers facilities, maintenance facilities, machines,
equipment, and the structures necessary for the operation of
Transportation Means.
Transportation
Means:
: Various transportation means dedicated for the transport of
passengers, including all kinds of vehicles.

Article 2 — Establishment ¶

• A company shall be established pursuant to the provisions of this Law
under the name of “Abu Dhabi Transport Company, “Public Joint Stock
Company”, enjoying an independent legal personality and full legal
capacity to carry out its activities and achieve its objectives.
• An abbreviated name may be used for the Company by a resolution of the
Board of Directors.
• The name of the Company and its abbreviation may be changed according
to the procedures specified in its articles of association.

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Article 3 — Main Office ¶

The main office of the Company shall be located in Abu Dhabi City. The
Board of Directors may establish branches, offices and agencies in the State
and abroad.

Article 4 — Capital of the Company ¶

• The capital of the Company shall be AED 100.000.000 (one hundred
million Emirati Dirhams) divided into shares of equal value and with a
nominal value of AED 1 per share.
• The Company's capital may be increased, decreased or restructured, as
deemed appropriate by a resolution of the Supreme Council.
• All the shares of the Company are wholly owned by the Government,
and no shares may be sold, disposed off, or offered in a public or private
offering, unless upon the prior approval of the Supreme Council.

Article 5 — Objectives of the Company ¶

• The Company's objectives shall be the execution, operation, management
and development of Transport Systems, as well as the transportation
of passengers in urban and suburban areas in the Emirate, using
Transportation Means, in addition to any other objectives related to its
activities as specified in the Articles of Association of the Company.
• The Company - in order to achieve its objectives - shall undertake the
following operations and activities inside and outside the State, whether
by itself or through any companies which are wholly or partially owned
thereby or in partnership with third parties:
1. Acquire the assets deemed necessary for the achievement of the
objectives of the Company.
2. Coordinate with the Department to integrate the Company’s services
related to the transportation into other urban transportation networks.
3. Develop the Railways, as well as all the services and activities deemed
relevant and necessary thereto, provide comprehensive transportation

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services and trips, and rent cars and buses in accordance with the
legislations in force.
4. Establish, invest, enter into partnership and contribute to commercial
and industrial companies and projects related to the objectives thereof.
5. Conclude investment, management, outsourcing and maintenance
contracts, or any other contracts concerning any of its properties or
assets.
6. Develop, own and register intellectual property rights, and take any
necessary procedures in accordance with the legislations in force.
7. Coordinate with the relevant governmental entities to obtain information
related to the objectives of the Company.

Article 6 — Articles of Association ¶

The Company shall act according to the Articles of Association issued by the
Board of Directors.

Article 7 — Board of Directors ¶

• The Company shall be managed by a Board of Directors which consists of
at least five members including the Chairman appointed by a resolution of
the Supreme Council.
• The term of the Board of Directors shall be three years to be automatically
renewed unless a resolution is issued on the reformation thereof.
• The Articles of Association of the Company shall stipulate the procedures
for convening the Board of Directors and how to vote on its decisions.

Article 8 — Powers of the Board of Directors ¶

• The Board of Directors is the competent authority to set the general policy
and strategies of the Company, and follow up on their execution for the
achievement of its objectives, and may exercise all the competencies
and powers specified in this Law and the Articles of Association of the
Company, and shall particularly assume the following:

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1. Lay down and approve the Articles of Association of the Company,
and the financial, administrative and operational regulations, including
the Human Resources Regulation and the regulations stipulating the
procedures of the bids, tenders and contracting of the Company.
2. Approve the budget, final accounts and financial statements of the
Company, for each fiscal year.
3. Approve the terms of the agreements of operation, maintenance,
development or management.
4. Approve the loan agreements and financial facilities following the
approval of the Supreme Council.
• The Board of Directors may delegate some of its powers or competencies
to any member thereof or to the committees which are formed thereby or
to any senior employee of the Company.

Article 9 — Auditor ¶

The Company shall appoint one or more certified auditors. The Articles of
Association of the Company shall specify the manner of their appointment
as well as their remuneration.

Article 10 — Term of the Company ¶

The term of the Company is 100 years, starting from the date of its registration
in the Commercial Register, to be automatically renewed for similar periods
unless a resolution is issued by the Supreme Council on the dissolution of
the Company.

Article 11 — Fiscal Year of the Company ¶

The fiscal year of the Company shall begin from the first of January and end
on the 31st of December of each year, with the exception of the first fiscal
year which shall begin from the date of registration of the Company in the
Commercial Register and end on the 31st of December of the following year.

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Article 12 — Repeal ¶

Any provision contrary to the provisions of this Law shall be repealed.

Article 13 — Publication and Enforcement ¶

This Law shall be effective from the date of its issuance and published in the
Official Gazette.
Mohamed bin Zayed Al Nahyan
Ruler of Abu Dhabi
Issued by us in Abu Dhabi
On: 3 January 2023
Corresponding to: 10 Jumada Al-Akher 1444 Hijri

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