Law No. (6) of 2023 Concerning The Reorganisation of Abu Dhabi Future Energy Company "Public Joint Stock Company"

Article 1 — Definitions ¶

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.
Company : Abu Dhabi Future Energy Company “Public Joint Stock
Company”
Subsidiary : Any company where more than %50 of shares or stocks
are owned directly or indirectly by the Company.
Clean
Development
: Reduction of gas emissions regardless of their source,
according to the concept that is recognised in the relevant
international agreements applicable in the State.
Board of
Directors
: The Board of Directors of the Company.
Shareholder : The owner of any of the Company's shares.
Mubadala : The Mubadala Investment Company (Public Joint Stock
Company) that is established by virtue of the provisions of the
aforesaid Law no. (2) of 2017.
Special
Resolution
: The approval resolution issued by the Shareholders owning at
least three-quarters of the Company’s shares.

Article 2 — Legal Form of the Company ¶

• Abu Dhabi Future Energy Company that was established by virtue of the
aforesaid Law No. (22) of 2007 shall be a Public Joint Stock Company. It
shall remain an independent legal entity, and shall have an administrative
and financial independence as well as a full legal capacity to carry out its
activities and achieve its objectives. The Company shall continue with all
its rights and obligations in a manner that does not violate the provisions
of this law.
• The Company may use the name “Masdar” or any other abbreviation
determined by the Board of Directors.

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Article 3 — Main Office of the Company ¶

The Main Office of the Company shall be located in Abu Dhabi City. The
Board of Directors may establish branches, offices or agencies in the State
or abroad.

Article 4 — Capital of the Company ¶

• The capital of the Company shall be (AED 8.000.000.000) Eight Billion
Dirhams divided into (8.000.000.000) Eight Billion shares. The nominal
value of the share shall be one Dirham.
• The capital of the Company may be decreased, increased or restructured,
according to the provisions of the Articles of Association thereof.
• All the shares of the Company shall be nominal and wholly owned by
Mubadala.
• -Some or all shares of the Company may be sold or disposed off to any other
entity or Shareholder, offered for subscription, listed in any securities’
market, or consolidated, as specified in the Articles of Association of the
Company.
• The liability of the Shareholder shall be limited to the extent of its
contribution in the capital of the Company.

Article 5 — Articles of Association ¶

The Articles of Association of the Company shall be issued by a Special
Resolution.

Article 6 — Objectives of the Company ¶

• The objectives of the Company shall be related to the fields of clean,
renewable, alternative and sustainable energy, as well as the production,
storage, transportation and distribution of hydrogen and its derivatives,
as well as water, electricity and carbon dioxide, in addition to the Clean
Development, and any other objectives specified in the Articles of
Association of the Company.
• The Company - in order to achieve its objectives - shall undertake the

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following functions and activities in the State and abroad, whether solely
or through any Subsidiary or in partnership with companies or entities or
through intermediaries or agents appointed thereby:
1. Establish, invest, partner up and contribute in, investment companies
and funds of all kinds, as well as the commercial and industrial projects
relevant to its objectives, and attract the necessary funding thereto, and
own, manage, operate and develop them.
2. Provide the services related to the reduction of the emissions of carbon
dioxide and other greenhouse gases, taking into consideration the Clean
Development Mechanisms.
3. Conduct all research and development activities, own and register
patents, and take the necessary procedures such as the intellectual
property rights, in coordination with the relevant entities.
4. Provide all types of consultancies in the fields related to the objectives of
the Company.
5. Carry out all the activities and works specified in the Articles of Association
or those that the Board of Directors deem related to the Company’s
objectives, or that may enhance its value or increase its profits.

Article 7 — Board of Directors ¶

• The Company shall be managed by a Board of Directors that shall be
formed , specify its term of membership, its competencies, procedures
for holding its sessions and the voting mechanism thereof pursuant to the
Articles of Association of the Company.
• The Board of Directors may form committees consisting of its members
and third parties, and specify the powers and competencies of such
committees.
• The Board of Directors may delegate any of its powers to any member or
committee or any senior employee of the Company, as deemed adequate,
and specify the principles and controls for assuming such powers.

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Article 8 — Term of the Company ¶

The term of the Company shall be 100 years from the date of its registration
in the Commercial Register. Such term shall be automatically renewed for
one or more similar periods unless a Special Resolution is issued on the
dissolution of the Company.

Article 9 — Auditor ¶

The Company shall appoint one or more certified auditors. The Articles of
association of the Company shall specify the mechanism of their appointment
as well as their remuneration.

Article 10 — Fiscal Year ¶

The fiscal year of the Company shall start from the first of January and shall
end on the last day of December of every year.

Article 11 — General Provisions ¶

• The licences, permits, exclusions and approvals issued by federal and
local entities in the State to the Company or any Subsidiary thereof shall
remain applicable according to the rules and controls mentioned therein.
• Any of the subsidiaries of Mubadala, as specified by a resolution issued
thereby, shall replace the Company in all rights, obligations and assets
related to the free zones managed by the Company and existing before
the enforcement of the provisions of this Law. Such subsidiary may, in
coordination with Mubadala, lay down the rules and controls deemed
necessary for the operation and management of such free zones, and
register and license the entities, institutions and companies therein. All
the real estates owned by or allocated to the Company, in terms of the
service, operation or management of said zones, shall be transferred to

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such subsidiary that shall have the right to dispose of such real estates
after obtaining the approval of Mubadala.

Article 12 — • The Company shall lay down the regulations, resolutions and policies ¶

related to the affairs of administration, finance, human resources and
procurement, as specified in the Articles of Association.
• The regulations and resolutions applicable at the Company shall remain
in force, to the extent they are not contrary to the provisions of this Law,
until the issuance of the regulations, by laws, resolutions and policies of
the Company.

Article 13 — Repeal ¶

• The aforesaid Law No. (22) of 2007 shall be repealed.
• Any provision that is contrary to the provisions of this Law shall be repealed.

Article 14 — Enforcement and Publication ¶

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
Date: 10 March 2023
Corresponding to: 18 Shaaban 1444 Hijri

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