Abu Dhabi Official Gazette - 2018 Edition 2018

The Official Gazette 30 April 2018 - The Fourth Edition The Official Gazette The Fourth Edition - The Forty Seventh Year Contents Pages Laws Law No. (14) of 2018 Concerning the Reorganisation of Abu Dhabi 5 Investment Council Crown Prince Chairman of the Executive Council Resolutions Chairman of the Executive Council Resolution No. (39) of 2018 Concerning the Reformation of the Board of Directors of Abu Dhabi Health Services Company 15 Chairman of the Executive Council Resolution No. (40) of 2018 Concerning the Appointment of the Undersecretary of the Department of Culture and Tourism 17 1 Laws 3 swaL Law No. (14) of 2018 Concerning the Reorganisation of Abu Dhabi Investment Council We, Khalifa bin Zayed Al Nahyan, Ruler of Abu Dhabi Having reviewed: • Law No. (1) of 1974 concerning the Reorganisation of the Governmental Body in the Emirate of Abu Dhabi and its amendments; • Law No. (2) of 1971 concerning the National Consultative Council and its amendments; • Law No. (16) of 2006 concerning the Establishment of Abu Dhabi Investment Council and its amendments; • Law No. (2) of 2017 concerning the Establishment of Mubadala Investment Company (PJSC); • Federal Law No. (2) of 2015 concerning the Commercial Companies and its amendments; and • Based on what was presented to and approved by the Executive Council, • Issued the following Law: Definitions 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: 5 The State: The United Arab Emirates. The Emirate: The Emirate of Abu Dhabi. The Company: Abu Dhabi Investment Council Company (PJSC). Subsidiary Company: Any other company of which the majority of shares or stocks is from time to time owned, directly or indirectly, by a corporate person. Legal Form of the Company Article (2) • The legal form of Abu Dhabi Investment Council shall be changed from a Public entity to a Public Joint Stock Company called “Abu Dhabi Investment Council Company” PJSC from the date of registration of the Company in the Commercial Register. On this date, the name of Abu Dhabi Investment Council shall be replaced by the Company’s name wherever mentioned in any other legislation. • The Board of Directors of Mubadala Investment Company shall be responsible, from the effective date of the provisions of this Law, for the management of Abu Dhabi Investment Council as well as its assets, properties, rights and obligations, and investments and for the disposition thereof as it may deem appropriate. Legal Personality and Main Office of the Company Article (3) • Upon its registration in the Commercial Register, the Company shall become one of the companies owned by Mubadala Investment Company, 6 shall have an independent legal personality and shall have administrative and financial independence as well as full legal capacity to practice its activities and achieve its objectives. • The Company’s main office shall be located in the Emirate. Mubadala Investment Company may establish offices, branches or agencies for the Company inside and outside the State. Company’s Capital and Articles of Association Article (4) • The Articles of Association of the Company laid down by the Board of Directors of Mubadala Investment Company or whomever is delegated thereby, shall determine its authorised and issued capitals as well as the par value of the shares in the Company. The Board of Directors of Mubadala Investment Company may, by a resolution, increase, decrease or restructure the Company’s capital in the manner it determines. • The issued capital of the Company shall be, upon its determination as an in-kind contribution by the government of the Emirate to the capital of Mubadala Investment Company. The Board of Directors of Mubadala Investment Company shall issue in return, shares to the government in Mubadala Investment Company equivalent to the value of the issued capital of Abu Dhabi Investment Council Company. Equity Ownership Article (5) Upon its registration in the Commercial Register, all the Company’s shares shall be fully owned by Mubadala Investment Company. 7 Objectives of the Company Article (6) The Articles of Association of the Company shall determine the objectives thereof and the business and activities it may conduct inside and outside the State by itself or through any of the companies wholly or partly owned by it or any brokers or agents it appoints thereto. Term of the Company Article (7) The Company’s term shall be (99) Gregorian years starting from the date of its registration in the Commercial Register, and it may be automatically renewed for a similar period in accordance with the provisions of the Articles of Association of the Company. Management of the Company Article (8) 1. The Board of Directors of Mubadala Investment Company shall be responsible for the management of the Company and shall have for this purpose the same powers, authorities and competencies prescribed thereto in the aforementioned Law No. (2) of 2017. The Board of Directors of Mubadala Investment Company may appoint a Board of Directors for the Company or entrust its management to any of the Board Members of Mubadala Investment Company, senior management employees of Mubadala Investment Company, or a CEO or Director-General therein, whose appointment, remunerations, competencies and authorities shall be determined by a resolution of the Board of Directors of Mubadala 8 Investment Company or whomever is delegated therein. 2. The Board of Directors of Mubadala Investment Company or whomever is delegated thereto may divide, transfer, convert, merge, consolidate, sell, and mortgage any of the funds, assets, or properties of the Company or any of its Subsidiary companies, assign any thereof with or without compensation, dispose thereof by all means of legal disposition, or transfer them to Mubadala Investment Company or any of its Subsidiary companies thereof or to others. 3. The Board of Directors of Mubadala Investment Company or whomever is delegated therein shall lay down the Articles of Association, organisational structure, and the code of delegation of competencies of the Company and its Subsidiary companies. Auditor Article (9) 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 of Mubadala Investment Company or whomever is delegated therein. The resolution of appointment shall also set the auditor’s term of employment and the annual remuneration. Fiscal Year Article (10) The fiscal year of the Company shall commence on the first of January and end by the last day of December of each year, except for the first fiscal year that shall commence from the date of registration of the Company in the 9 Commercial Register and end by the last day of December of the same year. General Provisions Article (11) The provisions of this Law shall not compromise any of the licences, permits, exceptions or approvals issued by the Federal and Local Governmental Entities in the State to Abu Dhabi Investment Council or any of its Subsidiary companies effective from the date of issuance of this Law. These licences, permits, exceptions and approvals shall remain valid following the effective date of the provisions of this Law. Article (12) The change of the legal form of Abu Dhabi Investment Council shall not compromise any of the rights or obligations of the Council towards others. The Company shall become upon its registration in the Commercial Register the legal successor of Abu Dhabi Investment Council. Article (13) The concerned Governmental Entities in the Emirate shall register the Company and issue any necessary licences thereto or to any of its Subsidiary companies, or any amendments decided by the Board of Directors of Mubadala Investment Company to the establishing contracts or articles of association of said companies. These entities shall also register all the assets, equities, shares, movables and immovable properties, licences, permits, authorisations, privileges, and approvals related to Abu Dhabi Investment Council and that will be transferred to the Company or any of its Subsidiary 10 companies or any third party upon a decision of the Board of Directors of Mubadala Investment Company, in the name of the transferee. Article (14) • Articles (7), (8), (9), (11), (12), (19), (20), and (21) of aforementioned Law No. (16) of 2006 amended by aforementioned Law No. (4) of 2008, shall be repealed from the date the provisions of this Law become effective. • Law No. (16) of 2006 and its amendments shall be repealed from the date of registration of the Company in the Commercial Register or on any other date set by the Board of Directors of Mubadala Investment Company. • Any provision contrary to the provisions of this Law shall be repealed. Article (15) This law shall be effective from the date of its issuance and shall be published in the Official Gazette. Khalifa bin Zayed Al Nahyan Ruler of Abu Dhabi Issued by us in Abu Dhabi On: 19 March 2018 Corresponding to: 1 Rajab 1439 H 11 Crown Prince Chairman of the Executive Council Resolutions 13 evitucexE eht fo namriahC ecnirP nworC snoituloseR licnuoC Chairman of the Executive Council Resolution No. (39) of 2018 Concerning the Reformation of the Board of Directors of Abu Dhabi Health Services Company We, Mohamed bin Zayed Al Nahyan, Crown Prince, Chairman of the Executive Council, Having reviewed: • Law No. (1) of 1974 concerning the Reorganisation of the Governmental Body in the Emirate of Abu Dhabi and its amendments; • Amiri Decree No. (10) of 2007 concerning the Establishment of Abu Dhabi Health Services Company (PJSC); • Chairman of the Executive Council Resolution No. (67) of 2017 concerning the Reformation of the Board of Directors of Abu Dhabi Health Services Company; and • Based on what was presented to and approved by the Executive Council, Issued the following Resolution: Article (1) The Board of Directors of Abu Dhabi Health Services Company shall be reformed under the Chairmanship of H.E. Salem Rashed Abdullah Al Nuaimi and the membership of their Excellencies and Messrs: 1- Tareq Abdul Raheem Al Hosani Vice-Chairman 2- Saif Badr Al Qubaisi 3- Saif Saeed Ghobash 15 4- Dr. Matar Rashid Al Darmaki 5- Dr. Aisha Sultan Al Dhaheri 6- Amer Hussein Al Hammadi Article (2) The term of the Board's membership shall be three renewable years. Article (3) This Resolution shall be effective from the date of its issuance and shall be published in the Official Gazette. Mohamed bin Zayed Al Nahyan Crown Prince Chairman of the Executive Council Issued by us in Abu Dhabi On: 29 March 2018 Corresponding to: 11 Rajab 1439 H 16 Chairman of the Executive Council Resolution No. (40) of 2018 Concerning the Appointment of the Undersecretary of the Department of Culture and Tourism We, Mohamed bin Zayed Al Nahyan, Crown Prince, Chairman of the Executive Council, Having reviewed: • Law No. (1) of 1974 concerning the Reorganisation of the Governmental Body in the Emirate of Abu Dhabi and its amendments; • Law No. (6) of 2016 concerning the Human Resources in the Emirate of Abu Dhabi; • Law No. (8) of 2018 concerning the Establishment of the Department of Culture and Tourism; and • Based on what was presented to and approved by the Executive Council, Issued the following Resolution: Article (1) H.E. Saif Saeed Ghobash shall be appointed as the Undersecretary of the Department of Culture and Tourism. Article (2) This Resolution shall be effective from the date of its issuance and shall be published in the Official Gazette. Mohamed bin Zayed Al Nahyan Crown Prince Chairman of the Executive Council Issued by us in Abu Dhabi On: 15 April 2018 Corresponding to: 28 Rajab 1439 H 17 United Arab Emirates The Emirate Of Abu Dhabi Issued By The General Secretariat of The Executive Council of The Emirate Of Abu Dhabi Office of Legal Affairs Abu Dhabi - P.O. Box: 19 Tel: +971 26688446 Fax: +971 26669981