Law No. (14) of 2018 Concerning the Reorganisation of Abu Dhabi Investment Council

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:

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The State: The United Arab Emirates.
The Emirate: The Emirate of Abu Dhabi.
The Company: Abu Dhabi Investment Council Company (PJSC).
Subsidiary Company: Any other company of which the majority of shares
or stocks is from time to time owned, directly or
indirectly, by a corporate person.
Legal Form of the Company

Article 2 — • The legal form of Abu Dhabi Investment Council shall be changed from a ¶

Public entity to a Public Joint Stock Company called “Abu Dhabi Investment
Council Company” PJSC from the date of registration of the Company in
the Commercial Register. On this date, the name of Abu Dhabi Investment
Council shall be replaced by the Company’s name wherever mentioned in
any other legislation.
• The Board of Directors of Mubadala Investment Company shall be
responsible, from the effective date of the provisions of this Law, for
the management of Abu Dhabi Investment Council as well as its assets,
properties, rights and obligations, and investments and for the disposition
thereof as it may deem appropriate.
Legal Personality and Main Office of the Company

Article 3 — • Upon its registration in the Commercial Register, the Company shall ¶

become one of the companies owned by Mubadala Investment Company,

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shall have an independent legal personality and shall have administrative
and financial independence as well as full legal capacity to practice its
activities and achieve its objectives.
• The Company’s main office shall be located in the Emirate. Mubadala
Investment Company may establish offices, branches or agencies for the
Company inside and outside the State.
Company’s Capital and Articles of Association

Article 4 — • The Articles of Association of the Company laid down by the Board of ¶

Directors of Mubadala Investment Company or whomever is delegated
thereby, shall determine its authorised and issued capitals as well as
the par value of the shares in the Company. The Board of Directors of
Mubadala Investment Company may, by a resolution, increase, decrease
or restructure the Company’s capital in the manner it determines.
• The issued capital of the Company shall be, upon its determination as
an in-kind contribution by the government of the Emirate to the capital
of Mubadala Investment Company. The Board of Directors of Mubadala
Investment Company shall issue in return, shares to the government in
Mubadala Investment Company equivalent to the value of the issued
capital of Abu Dhabi Investment Council Company.
Equity Ownership

Article 5 — Upon its registration in the Commercial Register, all the Company’s shares ¶

shall be fully owned by Mubadala Investment Company.

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Objectives of the Company

Article 6 — The Articles of Association of the Company shall determine the objectives ¶

thereof and the business and activities it may conduct inside and outside the
State by itself or through any of the companies wholly or partly owned by it
or any brokers or agents it appoints thereto.
Term of the Company

Article 7 — The Company’s term shall be (99) Gregorian years starting from the date ¶

of its registration in the Commercial Register, and it may be automatically
renewed for a similar period in accordance with the provisions of the Articles
of Association of the Company.
Management of the Company

Article 8 — 1. The Board of Directors of Mubadala Investment Company shall be ¶

responsible for the management of the Company and shall have for this
purpose the same powers, authorities and competencies prescribed
thereto in the aforementioned Law No. (2) of 2017. The Board of Directors
of Mubadala Investment Company may appoint a Board of Directors for
the Company or entrust its management to any of the Board Members
of Mubadala Investment Company, senior management employees of
Mubadala Investment Company, or a CEO or Director-General therein,
whose appointment, remunerations, competencies and authorities shall
be determined by a resolution of the Board of Directors of Mubadala

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Investment Company or whomever is delegated therein.
2. The Board of Directors of Mubadala Investment Company or whomever
is delegated thereto may divide, transfer, convert, merge, consolidate,
sell, and mortgage any of the funds, assets, or properties of the Company
or any of its Subsidiary companies, assign any thereof with or without
compensation, dispose thereof by all means of legal disposition, or
transfer them to Mubadala Investment Company or any of its Subsidiary
companies thereof or to others.
3. The Board of Directors of Mubadala Investment Company or whomever is
delegated therein shall lay down the Articles of Association, organisational
structure, and the code of delegation of competencies of the Company
and its Subsidiary companies.
Auditor

Article 9 — The Company shall have one or more certified auditors to audit its financial ¶

accounts and statements. They shall be appointed by a resolution of the
Board of Directors of Mubadala Investment Company or whomever is
delegated therein. The resolution of appointment shall also set the auditor’s
term of employment and the annual remuneration.
Fiscal Year

Article 10 — The fiscal year of the Company shall commence on the first of January and ¶

end by the last day of December of each year, except for the first fiscal year
that shall commence from the date of registration of the Company in the

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Commercial Register and end by the last day of December of the same year.
General Provisions

Article 11 — The provisions of this Law shall not compromise any of the licences, permits, ¶

exceptions or approvals issued by the Federal and Local Governmental
Entities in the State to Abu Dhabi Investment Council or any of its Subsidiary
companies effective from the date of issuance of this Law. These licences,
permits, exceptions and approvals shall remain valid following the effective
date of the provisions of this Law.

Article 12 — The change of the legal form of Abu Dhabi Investment Council shall not ¶

compromise any of the rights or obligations of the Council towards others.
The Company shall become upon its registration in the Commercial Register
the legal successor of Abu Dhabi Investment Council.

Article 13 — The concerned Governmental Entities in the Emirate shall register the ¶

Company and issue any necessary licences thereto or to any of its Subsidiary
companies, or any amendments decided by the Board of Directors of
Mubadala Investment Company to the establishing contracts or articles of
association of said companies. These entities shall also register all the assets,
equities, shares, movables and immovable properties, licences, permits,
authorisations, privileges, and approvals related to Abu Dhabi Investment
Council and that will be transferred to the Company or any of its Subsidiary

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companies or any third party upon a decision of the Board of Directors of
Mubadala Investment Company, in the name of the transferee.

Article 14 — • Articles (7), (8), (9), (11), (12), (19), (20), and (21) of aforementioned Law ¶

No. (16) of 2006 amended by aforementioned Law No. (4) of 2008, shall
be repealed from the date the provisions of this Law become effective.
• Law No. (16) of 2006 and its amendments shall be repealed from the date
of registration of the Company in the Commercial Register or on any other
date set by the Board of Directors of Mubadala Investment Company.
• Any provision contrary to the provisions of this Law shall be repealed.

Article 15 — 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: 19 March 2018
Corresponding to: 1 Rajab 1439 H
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi

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Crown Prince Chairman
of the Executive Council
Resolutions
Crown Prince Chairman of the Executive
Council Resolutions

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