Law No. (14) of 2022 Concerning the Establishment of ADNOC Gas Operations and Marketing Company “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 United Arab Emirates.
Supreme Council : The Supreme Council for Financial and Economic
Affairs.

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ADNOC : Abu Dhabi National Oil Company (ADNOC), “Public
Joint Stock Company”
Company : ADNOC Gas Operations and Marketing Company
"Limited Liability Company".
Board of Directors : The Board of Directors of the Company.
Gas :
Natural and industrial gases, gas compounds and
products derived therefrom, including the definition
of gas contained in the aforesaid Law No. (4) of
1976.

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

called “ADNOC Gas Operations and Marketing Company”, a Limited
Liability Company, enjoying an independent legal personality and full legal
capacity to carry out its activities and achieve its objectives.
• The Company may use an abbreviated name as determined by the Board
of Directors.
• The name of the company and its abbreviation 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 Abu Dhabi City. The ¶

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

Article 4 — • The Company's capital has been set at AED one million (1,000,000), ¶

divided into (100) hundred shares, all of which are owned by ADNOC.
• The nominal value of the share is AED (10,000) ten thousand Dirhams and
shall be indivisible.
• The Company’s capital may be increased or decreased as determined by
its articles of association.

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Article 5 — • The objectives of the Company shall be the use and exploitation of Gas as ¶

well as the management and operation of Gas assets.
• 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 of its subsidiaries:
1. Operating, owning and maintaining Gas production, liquefaction and
processing plants, as well as transportation, shipping, storage and
distribution networks, infrastructure and other activities related to its
objectives.
2. Gas processing, manufacturing, supply, transportation, handling,
storage, shipping, marketing and distribution.
3. Concluding agreements and memoranda of understanding with relevant
companies to achieve its objectives.
4. Carrying out all business and activities stipulated in its articles of
association or which the Supreme Council deems necessary in order to
enable the Company or any of its subsidiaries to achieve its objectives.

Article 6 — The Company may develop policies and regulations related to the technical ¶

and commercial aspects of Gas transmission and distribution to customers,
including but not limited to issues related to price, detailed design, technical
specifications, quality, safety standards and emergency response in
coordination with the concerned entities.

Article 7 — The Company shall be managed in accordance with the Company's articles ¶

of association as approved by the sharholders.

Article 8 — The Company shall be managed by a Board of Directors, which is formed ¶

and whose competencies are defined in accordance with the Company’s
articles of association.

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Article 9 — 1. ADNOC may transfer all or part of its shares in the Company to another ¶

company that is wholly owned (directly or indirectly) thereby or by the
Government of Abu Dhabi.
2. ADNOC may - after obtaining the approval of the Supreme Council -
transfer all or part of its shares in the Company to a company in which
ADNOC or the Government of Abu Dhabi owns (directly or indirectly) the
majority of the shares.
3. ADNOC may transfer some of its shares in the Company to third parties,
provided that the majority of the shares remain owned by ADNOC.
4. With the exception of ADNOC, no shareholder may assign any of his
shares in the Company except after obtaining the approval of the Supreme
Council.

Article 11 — The workers in any of the subsidiaries of ADNOC shall be transferred to the ¶

Company or any other subsidiary by a decision of the Board of Directors
of the Company, after obtaining the approval of the boards of directors of
those companies, without prejudice to their financial and pension rights.

Article 13 — The Company may borrow and grant guarantees in accordance with its ¶

articles of association.

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Article 14 — The Company shall appoint one or more certified auditors, and the articles ¶

of association of the Company shall specify the manner of their appointment
and determine their fees.

Article 15 — The term of the Company shall be (100) Gregorian years starting from the ¶

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

Article 16 — The fiscal year of the Company shall begin from the first of January and end ¶

on December 31st 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 December 31st of the following year.

Article 18 — 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: 12 December 2022
Corresponding to: 18 Jumada Al-Awwal 1444 Hijri

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