Law No. (15) of 2022 Concerning the Establishment of ADNOC Gas Facilities 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:

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State : The United Arab Emirates.
Supreme Council : The Supreme Council for Financial and Economic
Affairs.
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 Facilities 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.

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• 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.

Article 5 — • The objectives of the Company shall be the processing, use and exploitation ¶

of gas.
• 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. Purchasing, importing, processing, manufacturing, supplying,
transporting, storing, marketing, distributing and exporting gas.
2. Purchasing, owning and maintaining Gas production, liquefaction and
processing plants, as well as transportation, shipping, storage and
distribution networks, infrastructure and any Gas facilities, including
any other activities, related to its objectives.
3. Acquiring, owning or investing in any company related to its objectives
inside or outside the State.
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 shall be managed in accordance with its articles of association ¶

as approved by the shareholders.

Article 7 — 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 8 — 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 12 — 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.

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Article 13 — 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 14 — 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 16 — 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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Decrees
Decrees

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