Law No. (2) of 2018 Concerning the Incorporation of Abu Dhabi Development Holding Company “PJSC”

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.
Emirate : The Emirate of Abu Dhabi.
Government : The Government of Abu Dhabi.

-- 8 of 160 --

8
Executive Council : The Executive Council of the Emirate.
Governmental
Entities
: The public departments, authorities and
institutions, agencies, centres, councils and funds,
and any other entity affiliated to the Government.
Governmental
Companies
: The companies fully-owned by the Government,
directly or indirectly.
The Company : Abu Dhabi Development Holding Company “PJSC”.
Board of Directors : Board of Directors of the Company.
Development
Companies
: Companies designated by a resolution of the
Executive Council as development companies for
the purposes of this Law, and the resolution may
cover any public legal persons.
Incorporation of the Company

Article 2 — • Under the provisions of this Law, a company called “Abu Dhabi Development ¶

Holding Company” PJSC shall be incorporated. The Company shall have
an independent legal personality, enjoy financial and administrative
autonomy and have full legal capacity to carry out its activities and achieve
its objectives.
• By a resolution of the Board of Directors an acronym or abbreviation may
be used for the Company’s name.
• The name of the Company may be changed in accordance with the
procedures specified in its articles of association.

-- 9 of 160 --

9
Transfer of Ownership of the Shares

Article 3 — Without prejudice to any of the Development Companies' obligations towards ¶

third parties, the following shall be transferred to the Company:
1. The ownership of all the Development Companies that are wholly owned
by the Government or any Governmental Entities and companies.
2. The ownership, by the Government or any Governmental Entity or company,
of any stocks or shares in any of the Development Companies that are
not wholly owned by the government or any Governmental Entities and
companies.
3. All rights of the Government and the Governmental Entities and companies
to the loans granted to any of the Development Companies.
Headquarters of the Company

Article 4 — The Company’s headquarter shall be located in the Emirate of Abu Dhabi. ¶

The Board of Directors may establish offices, branches or agencies of the
Company within the State or abroad.
Objectives of the Company

Article 5 — The Company shall aim at raising the level of the Development Companies ¶

by directing and following up these Companies and supervising them in a
manner that does not contradict with the articles of association of those
Companies or the agreements concluded with other shareholders, in order
to determine the best practices enabling them to achieve excellence in
performance, productivity, efficiency and quality in the services they provide.

-- 10 of 160 --

10
Purposes of the Company

Article 6 — • The Company shall, through the Board of Directors or its delegate, ¶

implement all the objectives set in its articles of association, and shall in
particular:
1. Direct the boards of directors, senior management, general policies,
operational, economic, commercial and financial strategies of these
Companies, and review and approve their projects, sources of
financing, annual budgets and closing accounts, in order to achieve its
purposes.
2. Own, build, finance, operate, manage, maintain, supervise, rehabilitate,
assign, acquire, expand, mortgage, lease, rent, establish, contribute
and invest in all projects and investments in consistent with its
objectives.
3. Monitor the financial and operational performance of the Development
Companies.
4. Incorporate companies individually or jointly with others to achieve its
objectives.
5. Determine investment opportunities for the partnership between the
public and private sectors in the Development Companies scopes of
work and work on activating such opportunities.
6. Develop, buy, own, register, license, rent and lease out movable and
immovable properties, intellectual property rights, trademarks, trade
names, patents, and all rights and designs related to the business
of the Company and the Development Companies wholly owned by
it, and sell or assign any of them in return for a compensation to be

-- 11 of 160 --

11
determined by the Board of Directors.
7. Any competencies or acts required for the good business performance
of the Company, inside or outside the State.
Capital of the Company

Article 7 — • The authorised capital of the Company is AED 500,000,000 (Five Hundred ¶

Million), and the nominal value per share is (AED 1).
• The issued capital is AED 100,000,000 (One Hundred Million) divided
into 100,000,000 (One Hundred Million) shares, all of which are nominal
shares, fully paid and owned by the Government.
• The capital of the company may be increased through the provision of
cash or in kind shares or the conversion of any government contributions
in any of the Development Companies into shares in the Company, in
accordance with the applicable legislations.
• The capital of the company may not be reduced or restructured and none
of its shares may be transferred, sold, converted, mortgaged or assigned
without obtaining the approval of the Executive Council.
Company’s Term

Article 8 — The term of the Company shall be of ninety-nine Gregorian years effective ¶

from the date of its registration in the Commercial Register and shall be
automatically renewed for a similar period in accordance with the provisions
of the Company’s articles of association.

-- 12 of 160 --

12
Board of Directors

Article 9 — • The Company shall be managed by a Board of Directors consisting of at ¶

least five members, including the Chairman, who shall be appointed by a
resolution of the Chairman of the Executive Council.
• The term of the Board of Directors is three years, and is automatically
renewed for similar periods unless a resolution is issued by the Chairman
of the Executive Council to reconstitute it.
• The articles of association of the Company shall specify the procedures
for holding the meetings of the Board of Directors and the method of
voting on its resolutions.
• The Board of Directors may form committees affiliated to it from its
members and others, and determine the powers and competencies of
the committees.
Competencies and Powers of the Board of Directors

Article 10 — • The Board of Directors is the highest authority in the Company and ¶

the Development Companies wholly owned by it, and shall assume the
powers of the general assembly of the Company and the Development
Companies wholly owned by it.
• The Board of Directors shall have all the powers specified in the articles
of association of the Company and the competence to set the general
policy of the Company and the Development Companies wholly owned
by it, and shall follow up its implementation to achieve its purposes. The
Board of Directors may exercise all the competencies required for this

-- 13 of 160 --

13
purpose, and shall in particular:
1. Propose the Company's articles of association and submit it to the
Executive Council for approval within three months from the date of
issuance of this Law.
2. Lay down the financial, administrative and operational regulations
and regulations related to the tenders and bids procedures for the
Company and the Development Companies wholly owned by it to
enable it to achieve its objectives.
3. Restructure the capital of any of the Development Companies wholly
owned by it and transfer, convert, dispose of and waive any of its
properties, assets, liabilities, contracts, projects and investments to
the Company or any of its subsidiaries.
4. Merge any of the Development Companies wholly owned by it into
one single company and dissolve and liquidate any of them upon the
approval of the Executive Council.
5. Offer any of the shares constituting the capital of any of the
Development Companies wholly owned by it through an Initial public
offering (IPO) or a special offering and list any of them in any of the
stock exchange markets upon the approval of the Executive Council.
6. Transfer any of the employees of Development’s Companies wholly
owned by it to the Company or any of its subsidiaries.
7. Approve of the budget of the Company and the Development
Companies wholly owned by it, its closing accounts and financial
statements for each fiscal year.
8. Represent the Company in the general assemblies of the companies
not wholly owned by it.

-- 14 of 160 --

14
9. Exercise all the competencies of the Company, the Government or
the Governmental Entities and companies in accordance with their
legislations or constituent contracts or articles of association.
10. Borrow from banks and other financing entities and issue debentures
and bonds within and outside the State to finance projects,
investments and activities of the Company and Development
Companies, in accordance with the applicable legislations.
11. Grant shareholder’s loans to any of the Development Companies in a
manner consistent with the aforesaid Law No. (1) of 2017.
12. Determine and collect the fees from the Development Companies
in return for the supervisory services provided by the Company in
accordance with the agreements concluded by the Company with
those companies.
13. Lay down the regulations for the contracting procedures of the
Company or the Development Companies wholly owned by it with
natural and legal persons to sell or purchase goods and services.
14. Lay down the regulations and rules for the employees and staff of
the Company and the Development Companies wholly owned by it in
accordance with the applicable legislations.
15. Appoint a chief executive officer or general manager for the Company
and determine their competencies, powers and remunerations.
16. Any duties or competencies entrusted to the Board of Directors by
the Executive Council.
• The Board of Directors may delegate some of its powers specified hereof
to its Chairman or any of the senior employees of the Company or the
senior managers in the Development Companies.

-- 15 of 160 --

15
Articles of association of the Company and the Development Companies

Article 11 — • The Company shall have articles of association that shall be registered ¶

in the Commercial Register with the competent authority after being
approved by the Executive Council.
• Each of the Development Companies shall operate in accordance with
their articles of association as issued by their general assemblies.
Management of the Development Companies

Article 12 — Notwithstanding the provisions of any other legislation, each of the ¶

Development Companies whose ownership is wholly transferred to the
Company, shall be managed by a Board, Management Committee, General
Manager or Chief Executive Officer appointed by a resolution of the Board of
Directors. The articles of association of each of the Development Companies
whose ownership is not wholly owned by the Company shall specify the
method of appointment or election of its board of directors, provided that
the Company is entitled to appoint its representative in the board of directors
of each of the Development Companies in a manner commensurate with
the Company’s proportion in the capital of the concerned Development
Company in accordance with the articles of association of said companies.
Periodic Reports

Article 13 — The Development Companies shall undertake to: ¶

1. Provide the Company, upon request, with any financial, operational,

-- 16 of 160 --

16
administrative or corporate governance information related to said
Companies.
2. Submit their balance sheets and closing accounts to the Company within
sixty days from the end of the fiscal year of the concerned Development
Company.
Auditor

Article 14 — 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 specifying the appointment term and the annual remuneration.
Fiscal Year

Article 15 — The fiscal year of the Company shall commence on the first of January and ¶

end by the end of December of each year, except for the first fiscal year
that shall commence from the date of registration of the Company in the
Commercial Register and end by the end of December of the following year.
Financial Resources of the Company

Article 16 — The Company's financial resources shall consist of the following: ¶

• The Annual or emergency appropriations allocated to it by the Government.
• The financial appropriations that the Government may allocate to the
Development Companies at the Company’s request.
• The returns on the investment of its funds.

-- 17 of 160 --

17
Issued by us in Abu Dhabi
On: 20 February 2018
Corresponding to: 4 Jumada Al Akher 1439 H
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi
• The income earned from the services it renders and the activities it
exercises.
• Any other resources approved by the Board of Directors.
Repealing of the Contrary Provisions

Article 17 — • Any provision, provided in the legislations concerning the incorporation of ¶

the Development Companies wholly owned by the Company, contrary to
the provisions of this Law shall be repealed.
• Any text or provision contrary to the provisions of this Law shall be
repealed.
Effective Date

Article 18 — This Law shall be effective from the date of its issuance and shall be published ¶

in the Official Gazette.

-- 18 of 160 --

18