Law No. (21) of 2018 Concerning the Reorganisation of the National Drilling Company “Public Joint Stock 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 Petroleum Council.
ADNOC : Abu Dhabi National Oil Company.
Company : ADNOC Drilling Company “Public Joint Stock Company”.
Board of Directors : The Company's Board of Directors.

Article 2 — • The name “National Drilling Company” stated in the aforesaid Law No. ¶

(4) of 1981 shall be replaced by “ADNOC Drilling Company” Public Joint
Stock Company.
• The Company shall be an independent legal entity and shall have full legal
capacity to carry out its activities and achieve its objectives.
• A Resolution may be issued by the Board of Directors to use a term or
acronym for the Company.
• The Company’s name may be changed according to the procedures set
forth in its Articles of Association.

Article 3 — • The Company shall carry out the following activities: ¶

1. Import, purchase, acquisition, own, lease, rent, transfer, sale, marketing,
operation, maintenance, and financing of drilling rigs, carrying out all
drilling works such as the repair, alert and facilities services as well as
any equipment or assets, materials and machines necessary to achieve
the purposes of the Company.
2. Carrying out drilling works and wells’ services associated thereto, and all
that is related to the development and handling of land, sea and island
wells, both conventional and non-conventional, in order to explore and
extract oil, natural gas and water.
3. Production, purchase, sale, distribution, marketing, management, storage
and preservation of chemicals and other products used or required in the
oil and gas industries; purchase, constructe, own, lease, transfer, sale,
operate, maintain, finance and dispose of any facilities or assets required

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for such purposes, in addition to the provision of manpower.
4. Carrying out all operations, actions, works and activities it deems
necessary for the achievement of its purposes, including the establishment
or acquisition of subsidiaries and the entry into partnership agreements
inside or outside the State.
5. Any other activity approved by the Supreme Council upon the
recommendation of the Board of Directors.
• The Company shall undertake its activities on its own, through companies
wholly or partially owned by it or through intermediaries or agents appointed
by it.

Article 4 — The Company shall be managed in accordance with the provisions of the ¶

Articles of Association approved by the shareholders.

Article 5 — The Company shall be managed by a Board of Directors, which shall be ¶

formed and its competences determined according to the Company’s
Articles of Association.

Article 6 — The Company's main office shall be located in the city of Abu Dhabi and the ¶

Company may establish branches, offices or agencies inside or outside the
State.

Article 7 — • The Company’s capital was set at (400,000,000) four hundred million ¶

Dirhams, divided into (4,000,000) four million shares, all owned by ADNOC.
• The par value of the share is (100) one hundred Dirhams and is indivisible.
• The Company’s capital may be increased or decreased according to its
Articles of Association.

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Article 10 — • The Company shall have the right, with the prior written consent of the ¶

Supreme Council, to underwrite its shares inside or outside the State,
according to the appliable legislations.
• The shareholders - except the Company’s shareholders who have
subscribed to the Company’s shares inside or outside the State - shall
obtain the prior written consent of the Supreme Council for the transfer
or transmission of all or some of their shares in the Company to another
shareholder, unless the transfer is made to a shareholder wholly owned by
such shareholder.
• The contribution of ADNOC shall not, at all times and directly or indirectly,
be less than 51% of the Company’s capital.
• Without prejudice to the previous provisions in this Article, natural and
corporate persons, whether State nationals or not, may own shares in
the Company according to the conditions determined by the Articles of
Association.

Article 12 — The fiscal year of the Company shall start on the first of January and end on ¶

the last day of December of every year.

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Article 13 — The Company shall appoint one or more accredited auditors and the ¶

Company’s Articles of Association shall determine the method of their
appointment and their remuneration.

Article 14 — The duration of the Company is (100) Gregorian years, with effect from the ¶

date of its establishment, to be renewed automatically unless a Resolution is
issued by the shareholders to dissolve the same before expiry of its duration.

Article 15 — • The aforesaid Law No. (4) of 1981 shall be repealed, provided that the ¶

regulations, rules and resolutions in force at the Company remain in force
to the extent that they do not contradict with the provisions of this Law,
until they are amended or repealed.
• Every provision that is contrary to or inconsistent with the provisions of
this Law shall be repealed.

Article 16 — 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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