Resolution No. (26) of 2017 , or any other entity determined by a Chairman of the Executive Council Resolution. Department : Department of Energy. Holding Company : Abu Dhabi Holding Company (Public Joint Sto

Article 2 — • The legal form of Abu Dhabi Energy Corporation Company shall be amended ¶

to become a Public Joint Stock Company. It shall have an independent legal
personality and shall enjoy financial and administrative independence and
full legal capacity to act. It may use a name abbreviation as determined
by the Board of Directors. The name, abbreviation name and legal form of
the Company may be changed according to the procedures set forth in its
Articles of Association.
• The Board of Directors shall issue the Articles of Association of the
Company and the Subsidiaries wholly owned by the Company and any
amendments occurring thereto following the approval of the Concerned
Authority, without the need for any other approvals or requirements.
Ownership of Shares and Stocks in the Company and Assets

Article 3 — • The ownership of all the shares and stocks is of the Company shall be ¶

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transferred to the Holding Company.
• All movable and immovable property, real estates, shares and stocks of the
companies owned by the Department shall be transferred to the Company,
including the powers of the Department associated to or related to the
shares or stocks of any of the Subsidiaries stated in any legislation, rule
or resolution. All the other assets and funds of the Department of Energy
determined by a resolution from the Concerned Authority shall also be
transferred to the Company.
Main Office of the Company

Article 4 — 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.
Capital of the Company

Article 5 — • The authorised capital of the Company is determined at AED (500,000,000) ¶

five hundred million Dirhams divided into (500,000,000) five hundred
million shares. The nominal value of the share is one Dirham.
• The issued capital is determined at AED (100,000,000) one hundred
million Dirhams divided into (100,000,000) one hundred million shares.
The nominal value of the share is one Dirham and all are nominal and fully
paid shares.
• All the Company’s shares are fully owned by the Holding Company.
• The Board of Directors may increase or decrease the Company’s capital
as determined in the Company’s Articles of Association after obtaining
the approval of the Concerned Authority.
• The Company’s shares may not be sold, assigned or mortgaged except
under a resolution from the Concerned Authority as determined in the
Articles of Association.
Objectives of the Company

Article 6 — • The Company and any of its Subsidiaries shall carry out all the ¶

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competencies specified in the aforesaid Law No. (2) of 1998 or the laws,
decrees or resolutions of incorporation of all the Subsidiaries and any
other competencies determined by the Articles of Association of the
Company or the Articles of Association of any of its Subsidiaries or any
licences, permits or approvals issued for each.
• The Company shall, in order to achieve its objectives, proceed with all the
operations and actions required for the good performance of its functions
and increase its revenues inside and outside the State, including without
limitation:
• Owning, renting and mortgaging movable and immovable property, vessels
and tankers, borrowing funds, issuing pledges, guarantees and bonds,
obtaining financial facilities, lending Subsidiaries or the companies owned
by it and concluding contracts related thereto.
• Contributing and encouraging the support of projects, works and activities
that help the Company strengthen its position inside and outside the State.
• Contributing to the financing of 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 Board of Directors
following the approval of the Concerned Authority.
• Establishing companies owned in whole by it or jointly with others.
• Opening, managing and closing bank accounts, withdrawing, accepting
and negotiating negotiable notes; issuing financial guarantees for the
Subsidiaries or others; concluding loans as well as financial and credit
facilities and financial derivatives contracts, and conducting the operations
of 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 wholly owned by the Company, taking
into account the legislations related to the retirement of the Nationals.
• Contributing to, encouraging, supporting and providing in-kind and cash

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grants for the projects, works and activities, including the non-profit and
community projects, activities and initiatives.
• Conducting all legal and judicial procedures and agreeing on compromise,
settlement, arbitration, and dismissal of disputes, arbitration proceedings
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 their objectives.
Term of the Company

Article 7 — The term of the Company is ninety-nine (99) Gregorian years 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.
Board of Directors

Article 8 — • The Company shall be managed by a Board of Directors consisting of at ¶

least five members, including the Chairman. The Company’s Articles of
Association shall state the procedures of holding the meetings thereof
and the method of voting on the resolutions.
• The Company’s current Board of Directors shall, on the date this Law
becomes effective, continue to carry out its competencies until a resolution
is issued by the Concerned Authority for the reformation thereof.
• The membership period of the Board of Directors is four years, renewed
automatically unless a resolution is issued by the Concerned Authority for
the reformation thereof.
Competencies of the Board of Directors

Article 9 — • The Board of Directors is the competent authority to lay down the strategy ¶

of the public policy of the Company and the Subsidiaries wholly owned by
it, and to follow up the implementation thereof to achieve its objectives,

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and unless the Concerned Authority decides otherwise, the Board of
Directors shall alone carry out all the objectives of the Company stated in
this Law and in the Company’s Articles of Association. It may, in particular,
without the need to obtain any additional approvals from any other entity:
1. Propose the strategic plans of the Company and the Subsidiaries wholly
owned by it, get them approved by the Concerned Authority and oversee
the implementation thereof.
2. Issue financial and administrative regulations, including human resources
and operational regulations and the rules related to the procedures of
tenders, bids, contracts and procurement of the Company and the
Subsidiaries wholly owned by it, in a way enabling it to achieve its
objectives, following their approval by the Concerned Authority.
3. Propose the organisational structure of the Company and the
Subsidiaries, and issue the internal rules and regulations related to the
employees and workers of the Company and its Subsidiaries wholly
owned by it, and the rules related to the personnel matters, and get
them approved by the Concerned Authority.
4. Propose the budget and financial accounts of the Company and the
Subsidiaries for each fiscal year and submit them to the Concerned
Authority for approval, without contradicting the rules of listing in the
markets to which any of the Subsidiaries are listed.
5. Appoint a Chief Executive officer for the Company and dismiss the
same.
6. Form Boards of Directors and appoint Directors and Chief Executives
for any of the Subsidiaries wholly owned by the Company. The Board of
Directors may entrust the management of any of the Subsidiaries wholly
owned by the Company to a Committee formed by it or to a Board of
Directors, Director or Chief Executive instead of the Board of Directors
of each of them.
7. Divide, assign, transfer, merge, consolidate, sell, mortgage and
restructure any of the Company's funds or assets or the funds or assets
of any of its Subsidiaries wholly owned by it, waive the same or dispose
of any of the same in all forms of legal disposal following approval by the
Concerned Authority.
8. Allow the Company and its Subsidiaries to engage in any investment,
borrowing or lending process or issue guarantees, collaterals, bonds,

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Islamic Bonds or any other debt instruments as deemed convenient by
the Board of Directors, as per the conditions, periods and volume of
any of the investments, loans, bonds or Islamic Bonds, following their
approval by the Concerned Authority.
9. Acquire and merge companies and establishments and determine the
value of acquisition following the approval of the Concerned Authority.
10. Form permanent and temporary committees from among its members
or others and determine the competencies thereof. It may also delegate
some of its competencies to any of these committees.
• The Board of Directors may delegate any of the competencies of the Board
of Directors specified in this Law or the Articles of Association of the
Company to any of the Board’s members or committees and the employees
of the Company or the Subsidiaries, or others it deems convenient, and
determine the principles and conditions to exercise such competencies.
• The Concerned Authority shall form the General Assembly of the Company
and the Board of Directors shall represent the Company in the General
Assembly meetings of each of the Subsidiaries.
Annual Reports

Article 10 — The Board of Directors shall submit an annual report to the Holding Company ¶

and the Concerned Authority at the end of every fiscal year, stating the
companies, assets, projects and investments owned by the Company or in
which the latter contributes.
Auditor

Article 11 — The Company shall have one or more accredited auditors to verify its 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. The resolution issued in this regard shall specify the period of
appointment and the remuneration of the auditor.

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Fiscal Year

Article 12 — The fiscal year shall start on the first of January and end on the 31st of ¶

December of every Gregorian year.
The Company’s Financial Resources

Article 13 — The Company’s financial resources shall consist of: ¶

• Annual or incidental appropriations allocated to it by the Government.
• Returns on its investment of funds.
• Share of the Company in the profits achieved by the Subsidiaries.
• Income resulting from the provided services and the activities practiced
thereby.
• Any other resources approved by the Board of Directors.
Final Provisions

Article 14 — • Any of the provisions of this Law shall not prejudice any of the licences, ¶

permits, exceptions or approvals issued by the Federal and local governmental
entities in the State, which the Company and any of its Subsidiaries has on
the date of issuance of this Law. These licences, permits, exceptions and
approvals shall remain valid after this Law becomes effective.
• The transfer of ownership of the assets, real estares, funds, shares or
stock of the Company and its Subsidiaries from the Department to the
Company or the Holding Company according to the provisions of this
Law, shall not prejudice any of the obligations of the Company or the
Subsidiaries according to the agreements, contracts and documents
concluded by the Company or any of its Subsidiaries. It shall also not
prejudice the direct contracts concluded by the Government concerning
any of the independent producer projects in the State.
• The Company and its Subsidiaries wholly owned by the Company shall not
be subject to the legislations related to the procurement, tenders, bids,
warehouses and financial systems in force in the Emirate. The Company
and its Subsidiaries wholly owned by the Company shall be subject to the
supervision of the Concerned Authority alone.

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• The Company may finance its projects and any of the projects of the
Subsidiaries wholly owned by it according to the rules, regulations and
instructions determined by a resolution issued by the Concerned Authority
upon the recommendation of the Board of Directors.
• The profits achieved by the Company or any of its Subsidiaries wholly
owned by it, shall be distributed as determined by the Concerned Authority
upon the recommendation of the Board of Directors.
Local Taxes and Fees

Article 15 — The Company and its Subsidiaries wholly owned by it, shall be exempt from ¶

all local taxes and fees.
Entry into Force and Publication

Article 16 — This Law shall be effective from the date of its issuance and published in the ¶

Official Gazette.
Issued by us in Abu Dhabi
On: 10 January 2019
Corresponding to: 4 Jumada Al-Awwal 1440 Hijri
Khalifa bin Zayed Al Nahyan
Ruler of Abu Dhabi

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