Law No. (20) of 2018 Concerning the Establishment of UAE Water and Electricity Company “Public Joint Stock Company”

Article 1 — Definitions ¶

In the implementation of the provisions of this Law, the following words and

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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.
Executive Council : The Executive Council of the Emirate.
Abu Dhabi Energy
Establishment
: A limited liability company established
pursuant to the provisions of the
aforesaid Law No. (2) of 1998.
Abu Dhabi Water and Electricity
Company
: A private joint stock company
established pursuant to the provisions
of the aforesaid Law No. (2) of 1998.
Company : UAE Water and Electricity Company
(Public Joint Stock Company).
Board of Directors : The Company's Board of Directors.
Subsidiary : Any company of which the majority of
shares or stocks are owned directly or
indirectly by the Company.
Competent Authority : Any federal or local entity entrusted with
the organisation and supervision of the
water and electricity sector.
Entity licensed to Produce : The entity licensed to produce, treat,
desalinate and store water or generate
and store electricity.
Entity Licensed to Transmit : The entity licensed to transmit water
and electricity.
Entity Licensed to Distribute : The entity licensed to transmit,
distribute, provide, supply or sell water
or electricity.
Side Sales System : The sale of water or electricity by the
entities licensed to produce, to persons
other than the Company.

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Article 2 — Establishment of the Company ¶

A company shall be established pursuant to the provisions of this Law under
the name “UAE Water and Electricity Company”, a public joint stock company,
being an independent legal entity and having financial and administrative
independence and a full legal capacity to act.
The Company may use an acronym according to what is determined by the
Board of Directors.
The Company’s name, acronym and legal form may be changed according to
the procedures set forth in its Articles of Association.
The Company shall replace “Abu Dhabi Water and Electricity Company” and
all its assets, holdings, rights and obligations shall be transferred thereto,
The Company shall be considered its legal successor in all the agreements
and contracts concluded between Abu Dhabi Water and Electricity Company
and others.
The employees and workers of Abu Dhabi Water and Electricity Company,
as determined by a Board of Directors’ Resolution in coordination with Abu
Dhabi Energy Establishment, shall be transferred to the Company.

Article 3 — Main Office of the Company ¶

The main office of the Company shall be located in the city of Abu Dhabi, and
the Board of Directors may establish branches, offices or agencies thereof
inside and outside the State.

Article 4 — Capital of the Company ¶

The authorised capital of the Company was set at (500,000,000) five hundred
million Dirhams, divided into (500,000,000) five hundred million shares. The
par value of the share is one Dirham.
The issued capital was set at (100,000,000) one hundred million Dirhams,
divided into (100,000,000) one hundred million shares. The par value of the
share is one Dirham and they are all fully paid nominal shares.

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All the Company’s shares are fully owned by Abu Dhabi Energy Establishment.
The Executive Council may determine a percentage of the Company’s shares
that may be transferred to others, provided that the Company’s shareholders
take all necessary actions to allow the Company to exercise its activity within
its geographical scope and conclude the agreements specified by Abu Dhabi
Energy Establishment.
The shareholders may increase or decrease the Company’ capital as
specified in the Company’s Articles of Association.
The Company’s shares may not be sold, assigned or mortgaged except
under a Resolution issued by the shareholders as specified in the Articles of
Association.

Article 5 — Objectives of the Company ¶

The Company or any of its subsidiaries or companies partially owned by it
shall carry out the following activities:
1. Purchase, sale, planning, organisation, management of supply and
demand, and commercial trade of the production capacity and the water
and electricity outcome by the Entities Licensed to Produce.
2. Working as a sole provider of any production capacity of water and
electricity, required within the geographical scope as determined by the
Executive Council and ensuring the supply thereof to meet the expected
needs of water and electricity within that geographical scope, unless the
Side Sales System is implemented, upon the recommendation of the
shareholders and with the consent of the Competent Authority.
3. Contracting with those who provide production capacity, preparing and
managing the tenders associated thereto.
4. Concluding agreements with the Entities Licensed to Produce and the
Entities Licensed to Distribute.
5. Development and ownership of rights related to intellectual property,
trademarks, commercial names, invention patents and all rights and
designs related to the Company's activities, and registration of the same
according to the applicable legislations.

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The Company may, in order to achieve its objectives, proceed with all the
operations and actions required for the good performance of its operations
and the increase of its revenues inside and outside the State, including
without limitation:
• Own, lease and mortgage of movable and immovable properties, Ships and
conveyor Borrowing funds, issuing undertakings, guarantees and bonds,
obtaining financial facilities, lending the subsidiaries or the companies
owned by it and concluding the contracts related thereto.
• Contributing to and encouraging the support of projects, works and
activities that help the Company strengthen its position inside and outside
the State.
• Financing projects carried out by the Company, its subsidiaries or other
companies, in its capacity as shareholder, grantor of loans or guarantor of
the same. The Company may own or issue debt securities and bonds of all
types as decided by the shareholders.
• Establishing wholly or jointly owned companies.
• Opening, managing and closing bank accounts, withdrawing, accepting and
negotiating Treasury Bills; issuing financial guarantees for the subsidiaries
or others; concluding loans as well as financial and credit facilities,
financial derivatives contracts and carrying out treasury management of
the funds of the Company and its subsidiaries.
• Purchasing shares, bonds and other securities related to the activity of
the Company or any of its subsidiaries and disposing of the same for the
purpose of trading, risk management or any other objectives deemed
convenient by the Company.
• Laying down regulations related to employment, retirement, bonuses,
incentives, entitlements, allowances and commissions of the employees
of the Company and the subsidiaries, taking into account the legislations
related to the retirement of the Nationals.
• Contributing to, encouraging, supporting and providing in-kind and cash
grants for the projects, works and activities, including the non-profit and
community projects, activities and initiatives.
• Initiating all legal and judicial procedures and agreeing on compromise,

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settlement, arbitration, and dismissal of disputes, arbitration procedures
and mediation.
• Carrying out all other works associated or related to the Company's
objectives and activities or considered by the Board of Directors as
essential or necessary to enable the Company or any of the subsidiaries
to achieve any of its objectives.

Article 6 — Obligations of the Company ¶

In implementation of the Company’s competences set forth in Article (5)
hereof, the Company shall:
1. Determine the following annual requirements according to a long-term
plan:
(a) New or additional production capacity for the desalination or storage
of water.
(b) New or additional production capacity for the generation or storage
of electricity.
2. Contract with the persons who run the existing facilities or the persons
wishing to establish new facilities in order to provide the necessary new
or additional production capacity.
3. Adopt policies to diversify the sources of water and electricity production
capacity, in a way achieving economic, environmental and social
sustainability, and encourage investment and partnership with the private
sector.

Article 7 — Duration of the Company ¶

The duration of the Company is of ninety-nine (99) Gregorian years,
starting from the date of its registration in the Commercial Register, to be
renewed automatically for a similar period according to the provisions of the
Company's articles of association.

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Article 8 — Board of Directors ¶

• The Company shall be managed by a Board of Directors of at least five
members. The first Board of Directors of the Company shall be appointed
by an Executive Council Resolution. The Company’s Articles of Association
shall determine the method of appointment of the subsequent Boards of
Directors, the procedures of holding the meetings thereof and the method
of voting on their resolutions.
• The membership period of the Board of Directors shall be of four renewable
years. The Board shall be reformed according to the provisions of the
Company’s Articles of Association.

Article 9 — Powers of the Board of Directors ¶

• The Board of Directors shall be the competent authority to lay down the
general policy of the Company and the subsidiaries and to follow up the
implementation thereof to achieve their objectives. It shall directly be
liable for all the Company’s objectives stated herein and may, in particular:
1. Adopt the Company’s strategic plans and supervise their implementation.
2. Issue financial and administrative regulations including the human
resources regulations, and the rules related to the procedures of tenders,
bids, contracts and procurement of the Company and the subsidiaries, in
a way enabling them to achieve their objectives.
3. Lay down the organisational structure of the Company and the subsidiaries.
4. Approve the budget and final accounts of the Company and the subsidiaries
for every fiscal year.
5. Appoint and dismiss the Chief Executive Officer of the Company.
6. Form the Boards of Directors, and appoint Managers or Chief Executives
of any of the subsidiaries.
7. Divide, novate, transfer, merge, unify, sell and mortgage any of the
Company's funds or assets or the funds or assets of any of its subsidiaries,
assign the same or dispose of any of the same in all forms of legal acts.

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8. Allow the Company and its subsidiaries to engage in any investment,
borrowing or lending process or issue guarantees, collaterals, bonds,
Islamic Bonds or any other debt instruments as deemed convenient by
the Board of Directors.
9. Acquire and merge companies and entities and determine the value of
acquisition.
• The Company’s Board of Directors shall form the Company’s General
Assembly as along as all the shares are wholly owned by Abu Dhabi Energy
Establishment. Otherwise, the shareholders of the Company shall form its
General Assembly.
• The Board of Directors may form permanent and interim committees from
among its members or others and may determine their competences. It
may also delegate some of its competencies to any of these committees.
• The Board of Directors may delegate any of the Board’s members or
committees and the employees of the Company or the subsidiaries or
others that it deems convenient to assume any of the competences of the
Board of Directors specified in this Law or the Articles of Association of
the Company and determine the principles and controls to exercise such
competences.

Article 10 — The Company's Articles of Association ¶

The Board of Directors shall issue the first Articles of Association of the
Company before the entry of shareholders and after the approval of the
Executive Council. The amendment of the Articles of Association shall be
by a resolution issued by the shareholders as determined by the Articles of
Association.

Article 11 — Tasks of the Competent Authority ¶

The Department of Energy shall handle the tasks of the Competent Authority,
unless the Executive Council decides otherwise.

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Article 12 — Financial Guarantees ¶

Without prejudice to the appliable legislations, the Government or
Governments of the Emirates of the shareholding entities in the Company or
Abu Dhabi Energy Establishment, may provide all that is necessary to ensure
that the Company meets its financial and contractual obligations with the
Entities Licensed to Produce or the Entities Licensed to Distribute.

Article 13 — Wholesale Supply Tariff ¶

The Company may impose a wholesale supply tariff on the Entities Licensed
to Distribute and Transmit concerning the supply of water and electricity
thereto. The tariff shall be calculated at the beginning of each year and
based on the method determined by the Competent Authority in the licence
granted to the Company.

Article 14 — Providing the Company with Information ¶

The Entities Licensed to Produce, Distribute and Transmit shall provide the
Company with all data, information and documents required for carrying out
its objectives.

Article 15 — Annual Reports ¶

The Board of Directors shall submit an annual report at the end of every
fiscal year to the shareholders of the Company, stating the companies,
assets, funds, projects and investments that the Company owns or in which
it contributes.

Article 16 — Auditor ¶

The Company shall have one or more accredited auditors to verify its

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accounts and financial statements, who shall be appointed by virtue of a
resolution issued by the Board of Directors according to the Company’s
Articles of Association, specifying the period of appointment and the annual
remuneration thereof.

Article 17 — Fiscal Year ¶

The fiscal year of the Company shall begin in the first of January and end in
December 31st of 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 in December 31st of the following year.

Article 18 — The Company’s Financial Resources ¶

The Company’s financial resources shall be formed of:
• Annual or contingency appropriations allocated to it by the shareholders.
• Returns on the investment of its funds.
• Income resulting from the services provided by it and the activities
exercised by the latter.
• Any other resources approved by the Board of Directors.

Article 19 — Final Provisions ¶

• None of the provisions of this Law shall cause prejudice to any of the
licences, permits, exceptions or approvals issued by the Federal and local
governmental entities in the State and owned by Abu Dhabi Water and
Electricity Company and any of its subsidiaries on the date of issuance of
this Law. These licences, permits, exceptions and approvals shall remain
in force after the entry into force of the provisions of this Law and they
shall all be transferred to the Company.
• The transfer of the rights, assets, funds, competences, liabilities, duties,
objectives and licences of Abu Dhabi Water and Electricity Company to

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the Company shall not cause any prejudice to any of the rights due to
others, the guarantees granted by the Government or any authority or
entity or subsidiary of the Company, to any natural or corporate person,
in order to guarantee the performance of obligations of Abu Dhabi Water
and Electricity Company according to the agreements, contracts and
documents concluded by it, and shall not cause prejudice to any of the
direct contracts concluded by the Government concerning any of the
projects of the independent producer in the State.
• The Company shall not be subject to the legislations related to procurement
and financial systems in force in the Emirate.

Article 20 — Local Taxes and Fees ¶

The Company and its subsidiaries shall be exempt from all local taxes and
fees and shall be considered a strategic industrial project.

Article 21 — Entry into Force and Publication ¶

The present Law shall be effective from the date of its publication and
published in the Official Gazette.
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi
Issued by us in Abu Dhabi
On: 6 November 2018
Corresponding to: 28 Safar 1440 Hijri

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