Law No. (11) of 2019 Concerning The Establishment of ADNOC Sour Oil “Limited Liability 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 Emirate of Abu Dhabi.
Supreme Council : The Supreme Petroleum Council.
ADNOC : Abu Dhabi National Oil Company.
Company : ADNOC Sour Oil “Limited Liability Company”.
Board of Directors : The Board of Directors of the Company.

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Article 2 — • A company shall be established pursuant to the provisions of this Law called ¶

“ADNOC Sour Oil”, a Limited Liability Company, having an independent
legal personality and the full legal capacity to perform its activity and
achieve its objectives.
• Another acronym or name may be used for the Company by a resolution
of the Board of Directors.
• The name of the Company may be changed in accordance with the
procedures determined in its Articles of Association.

Article 3 — • The Company shall carry out the following objectives: ¶

1. All works directly or indirectly related to the operations of excavation,
assessment, development, production and transfer of oil, gas and
hydrocarbons, including sour oil as well as all other by-products, inter alia
sulphur.
2. Build, operate and maintain all wells and facilities required for
aforementioned operations, including shutdown operations.
3. Any other activity approved by the Supreme Council based on the
recommendation of the Board of Directors.
• The Company shall assume all operations, acts, works and activities it
deems necessary for the achievement of its objectives, including the
establishment and acquisition of companies or entry into partnerships
inside or outside the State.

Article 4 — The Company shall be managed in accordance with the provisions of the ¶

Articles of Association as agreed by the partners.

Article 5 — The Company shall be managed by a Board of Directors, to be formed and ¶

its competencies determined in accordance with the Articles of Association
of the Company.

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Article 6 — The main office of the Company shall be located in the city of Abu Dhabi and ¶

the Company may establish branches or offices inside or outside the State.

Article 7 — • The capital of the Company is set at AED one million (1,000,000) Dirhams ¶

divided into one million (1,000,000) shares fully owned by ADNOC.
• The par value of the share is one indivisible Dirham.
• The capital of the Company may be increased or decreased in accordance
with the Articles of Association of the Company.

Article 10 — • ADNOC may transfer some or all of its shares in the Company to another ¶

company that is wholly owned thereby or by the Government of Abu Dhabi.
• ADNOC may transfer some of its shares in the Company to any other
financial or strategic partner after obtaining the prior written consent from
the Supreme Council provided that the percentage owned by ADNOC is
not in all cases less than (51%) of the Company's capital.
• ADNOC may transfer some or all of its shares in the Company to a company
in which ADNOC owns the majority of the shares after obtaining the prior
written approval of the Supreme Council.
• Any partner, except for ADNOC, may, after obtaining the prior written
consent of the Supreme Council, transfer some or all of his shares in the
Company to ADNOC or any other legal entity inside or outside the State.

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Article 12 — The Company's fiscal year shall commence on the first of January and end ¶

on the 31st of December of each year, except for the first fiscal year which
shall begin from the date of the Company’s registration in the Commercial
Register and end on December 31st of the following year.

Article 13 — The Company shall appoint one or more certified auditors. The method of ¶

their appointment and their remuneration shall be specified in the Company’s
Articles of Association.

Article 14 — The term of the Company shall be (100) Gregorian years starting from the ¶

date of its incorporation and shall be renewed automatically unless the
shareholders issued a decision to dissolve it before the expiry of the said term.

Article 16 — This Law shall be effective from the date of its issuance and published ¶

in the Official Gazette.
Issued by us in Abu Dhabi
On: 3 March 2019
Corresponding to: 26 Jumada Al-Akhar 1440 Hijri
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi

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Issued by us in Abu Dhabi
On: 19 March 2019
Corresponding to: 12 Rajab 1440 Hijri
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi