Meeting Date/Time

Wednesday, February 24, 2021 - 05:00 PM

Type of Meeting

General Assembly

Net Profit/Loss

6,965,169,000 AED

Cash Dividend

40

Bonus Share

New Issuance

Shares Split

Capital Deduction

Announcements/Resolutions

1)  RESOLVED that theDirectors’ Report for the year ended 31 December 2020 is hereby approved.

2)  RESOLVED that theAuditors’ Report for the year ended 31 December 2020 is hereby approved.

3)  RESOLVED that theInternal Shari’ah Supervision Committee Reports for 2019 & 2020 are herebyapproved.

4)  RESOLVED that theConsolidated Financial Statements of Emirates NBD Group for the fiscal yearended 31 December 2020 is hereby approved.

5)  RESOLVED that thefollowing persons are hereby appointed to be the Internal Sharia SupervisionCommittee members of the Bank and have been approved by the Central Bank of theUAE:

-       Dr. Mohamed Ali El Gari;

-       Dr. Mohammed Sultan AlOlama;

-       Dr. Salim Al Ali.

6)  RESOLVED that thedistribution of  AED 0.40 per shareaggregating to an amount of AED 2,526,639,301 for the fiscal year ended31/12/2020 to shareholders whose names appear in the share register on 7 March2021 is hereby approved:

Last date dividend entitlement: 3 March 2021. Ex-dividenddate is 4 March 2021.

7)       RESOLVED thatthe Directors Remuneration for the Board of Directors amount of AED 31 millionfor year 2020 as recommended in the Directors’ Report is hereby approved.

8)       RESOLVED thatthe Board of Directors are hereby absolved from responsibility for the yearended 31 December 2020.

9)       RESOLVED thatthe Auditors are hereby absolved from responsibility for the year ended 31December 2020.

10)    RESOLVED thatDeloitte & Touche (M.E.) be appointed as Auditor of the Bank until theconclusion of the next General Assembly Meeting, to audit the accounts ofEmirates NBD Group for the year 2021 at an Audit fee not exceeding AED 1.9million.

11)    RESOLVED thatMr. Bader Aljassmy and Mr. Mansoor Albastaki have been appointed as representativesfor Emirates NBD Bank shareholders with an annual fee of AED 35,000.

Special Resolutions:

12) RESOLVED that the amendment of the following Articles ofthe Company’s Memorandum & Articles of Association, including but notlimited to (Article 30 - Article 31 - Article 34 - Article 42 - Article 44 -Article 36 - Article 38 - Article 39 - Article 46 - Article 57) to comply withthe amendment to the Companies Law No. 2 of 2015 are hereby approved.

12) RESOLVED that the Directors’ Proposals with respect tonon-convertible securities to be issued by the Bank is hereby approved subjectto obtaining the necessary approvals from the relevant regulatory authorities,as detailed below:

(a)   undertake anyupdates of the following Existing Programmes (which have been approved at theGeneral Assembly Meetings dated 15 February 2016, 12 February 2017, 27 March2018, 20 February 2019 and 10 March 2020) pursuant to which the Bank issuessecurities from time to time:

                   i.  the Emirates NBD Bank P.J.S.C.U.S.$12,500,000,000 euro medium term note programme (the "EMTNProgramme");

                  ii. the Emirates NBD Global Funding Limited U.S.$1,000,000,000 structurednote programme (the "Structured Note Programme"); and/or

               iii.  the Emirates NBD BankP.J.S.C.  AUD 4,000,000,000 debt issuanceprogramme (“AUD Programme”), and together with the EMTN Programme and theStructured Note Programme, the "Existing Programmes");

(b)   establish anydebt funding programme, up to a maximum amount of U.S.$ 10,000,000,000, inaddition to the Existing Programmes (the "New Programmes" and, togetherwith the Existing Programmes, the "Programmes") and undertake anysubsequent update of the New Programmes;

(c)    issue debtinstruments, up to an amount of U.S.$ 10,000,000,000 or its equivalent in othercurrencies, under any of the Programmes from time to time, with the terms ofany such issuance decided by the relevant committee to which  the Board of Directors has delegated suchdecisions and such issuance to be settled no later than one year commencing fromthe date on which this resolution is approved in accordance with the provisionsof Article 230 of the Companies Law.  

(d)   issue debt on astandalone basis, up to a maximum amount of U.S.$ 10,000,000,000 or itsequivalent in other currencies, (including, without limitation, through the issuanceof conventional notes/bonds, structured notes/bonds, covered notes/bonds, trustcertificates or other similar debt instruments (including for regulatorycapital purposes up to an amount of U.S.$ 1,000,000,000 for the purposes ofstrengthening the Group's capital adequacy ratio (the capital instruments shallinclude the terms and conditions required by the Central Bank of UAE,including, in relation to additional tier 1 capital instruments,  the following features: subordination; couponnon-payment events; and non-viability and write-down provisions) or, as thecase may be, through collateralised arrangements whether in loan or note/bondformat, as the same may be listed and/or admitted to trading on a stockexchange or any other trading platform and/or unlisted) ("DebtFunding"), with the terms of any such issuance decided by the relevantcommittee to which the Board of Directors has delegated such decisions and suchissuance to be settled no later than one year commencing from the date of theresolution in accordance with the provisions of Article 230 of the CompaniesLaw; 

(e)   in respect of:

              i.     instruments issued or to be issued underany of the Programmes; and/or

            ii.      debt issued or to be issued under DebtFunding,

undertake any liability management exercise with respectthereto (including, without limitation, by way of consent solicitation,exchange offer, tender offer, buyback or any combination thereof);

(f)      prepare andenter into such finance agreements and related documents as may be necessary(including, without limitation, any offering documents, relevant programmeagreements, subscription agreements, dealer manager agreements, guarantees,hedging arrangements and all related and ancillary documents) in respect of theforegoing;

(g)     establish oneor more special purpose vehicles incorporated in suitable jurisdictionsanywhere in the world, with the specific purpose of acting as the issuers ofany debt instruments issued under any of the Programmes or, as the case may be,any debt issued by way of Debt Funding; and

(h)     enter into anydocument(s) and to take such further steps as may be necessary in connectionwith the Actions.

Last Entitlement Date

Wednesday, March 03, 2021

Ex-Dividend Date

Thursday, March 04, 2021

Registry Closing (Settlement) Date

Sunday, March 07, 2021

Meeting Venue

ENBD HO 16th Floor