General UAE Legal Questions LawFederal Law by Decree No. (31) of 2020 Regarding Union Water and Electricity Company (UWEC)

Article (1) Definitions In application of the provisions of this Law by Decree, the following words and expressions shall have the meanings ascribed thereto, unless the context otherwise requires: State : United Arab Emirates

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Federal Law by Decree of 2019 Regarding Union Water & Electricity Company (UWEC) 2 Authority : The Federal Electricity & Water Authority (FEWA). Authority : The Emirates Investment Authority (EIA) Government Body : Ministries, Public Authorities and Institutions, Federal and Local Government Bodies. Company : Union Water and Electricity Company (UWEC) Articles of Association : Articles of Association of UWEC Board of Directors : Company Board of Directors Chairman of the General Assembly : Chairman of the General Assembly Public Network : Means facilities; plants; equipment; fittings; systems; power, water and fibre optic lines; and assets owned, managed or supervised by UWEC.

Article (3) Transfer of Rights 1. UWEC shall replace FEWA in all legislations and powers related thereto including the provision of electricity and water services in the areas where FEWA carries out its activities, including free zones. All rights, assets, funds, tangible and intangible assets, privileges,

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Federal Law by Decree of 2019 Regarding Union Water & Electricity Company (UWEC) 3 obligations, guarantees, and undertakings of FEWA within or outside the State shall be transferred to UWEC from the date on which this Law by Decree came into effect. 2. Ownership of all assets, rights and obligations transferred or to be transferred to UWEC or any of its subsidiaries shall be registered under UWEC name in accordance with the legislation in force in the State. When UWEC does so, government bodies shall take the necessary actions as per the applicable procedures.

Article (5) Company Activities & Purposes UWEC shall carry out the following activities & purposes: 1. Establishing power generation, water supply and capacity raising projects; 2. Establishing power and water transmission and distribution lines; 3. Establishing sewerage and sanitation drainage services projects and the necessary infrastructure in the State along with all related activities and managing the same, directly or indirectly, in coordination with the concerned government body; 4. Investing funds in any commercial, financial, service or industrial fields related to its activities, subject to coordination with EIA. 5. Concluding contracts with the private sector to establish power plants and water supply plants in the areas, where UWEC carries out its activities, in accordance with the legislation in force in the State; 6. Establishing wholly owned companies or participating in companies related to its activities inside or outside the State; and 7. Any other activities and purposes related to the aforementioned activities or specified in the Articles of Association.

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Article (6) Issuance of the Articles of Association 1. The Cabinet shall issue the Articles of Association based on the proposal of the Chairman of the Board of Directors of the EIA, including the provisions regulating UWEC, namely: a. Company ownership; b. Capital of the Company; c. Obtaining financing from banks or financial institutions; d. Company revenues; e. Company budget; f. Company term and renewal; g. Increasing or decreasing the Company capital. h. Company Activities & Purposes i. Company branches inside or outside the State; j. Board of Directors formation, powers and functions and remuneration of its members; k. Disposition of UWEC assets, and management of its funds and returns; l. Issuance, types, ownership controls and trading of shares and the rights associated therewith; m. Issuance and trading of bonds and sukuk; n. Appointing Company auditors, and determining their powers and obligations; and o. Company dissolution and liquidation. 2. The Cabinet shall have the authority to amend the Articles of Association if UWEC is fully owned by the EIA.

Article (9) Employees 1. Upon applying the provisions of this Law by Decree, employees working for EIA, designated by a decision issued by the Board of Directors, shall be transferred to UWEC with the same salaries, without prejudice to any other rights established for them before application of this Law by Decree; 2. Subject to the provisions of the aforementioned Federal Law No. (7) of 1999, the service term of the UAE national employees in the EIA prior to the application of this Law by Decree shall continue and complete the service term in UWEC for the purposes of calculating retirement pensions or end of service gratuity; 3. The provisions of the aforementioned Federal Law No. (7) of 1999 shall apply to UAE national employees in UWEC; and 4. The provisions of the aforementioned Federal Law No. (8) of 1980 shall apply to all employees of UWEC, unless provided otherwise in this Law by Decree or the decisions issued in implementation of the provisions hereof.

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Article (15) Transitional Provisions 1. Regulations and decisions of the Authority in force prior to the application of this Law by Decree shall continue to be enforced, provided that they do not conflict with the provisions hereof, until the regulations and decisions necessary for the application of the provisions of this Law by Decree are issued; 2. Subject to the provisions of this Law by Decree and the Articles of Association, the Emirates Investment Authority shall practice all powers and competencies of the General Assembly until the entry of new shareholders in accordance with the provisions of Article (8) hereof; and 3. The Board of Directors shall issue the regulations and decisions necessary for the application of the provisions of this Law by Decree within one year as of the effective date, especially the following: a. Financial Regulation; b. Human resources, payroll and compensation regulation; c. Material purchasing and contracting regulation; d. Revenue and credit regulation; e. Stores regulation; and f. Guide to delegating Financial and Administrative Powers.

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