Emirates NBD Holds its 12th General Assembly Meeting

6 Min | 20 February 2019

Emirates NBD (DFM: EmiratesNBD), a leading banking group in the region, held its 12th General Assembly Meeting at the Bank's Headquarters.

Approves cash dividend of 40 per cent

Dubai, 20 February 2019
Emirates NBD (DFM: EmiratesNBD), a leading banking group in the region, held its 12th General Assembly Meeting at the Bank’s Headquarters.

At the General Assembly Meeting, a review of the year ended 31 December 2018 was presented. Commenting on the business environment, Emirates NBD Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum, said, “The UAE economy, and the banking sector in particular, remained resilient in 2018, despite a challenging environment across global markets. The UAE remained the most competitive economy in the MENA region last year, as the government continues to progress the country’s positioning among the world’s top business-friendly nations.”

His Highness added, “Emirates NBD has retained its position as a leading bank in the Middle East. As we announce a record annual net profit of AED 10 billion for 2018, we are confident that we will continue to deliver a solid performance and build on opportunities even as we overcome any challenges we encounter. The Customer and the Community remain at the heart of Emirates NBD’s growth strategy, and we will continue to roll out strategic initiatives to deliver excellent products and services, while increasing shareholder value.”

Key financial highlights for 2018 included:

Net profit of AED 10 billion, up 20% compared with the prior year
Total Income of AED 17.4 billion improved 13% compared with the prior year
Total assets at AED 500.3 billion, up 6% compared with the prior year
Customer loans at AED 327.9 billion, up 8% compared with the prior year
Customer deposits at AED 347.9 billion, up 7% compared with the prior year
Capital Ratios strengthened with Common Equity Tier 1 Ratio improving to 16.6% and Capital Adequacy Ratio remained strong at 20.9%

His Highness Sheikh Ahmed Bin Saeed Al Maktoum added: “Looking ahead, with just one year to go until Expo 2020 Dubai, we can see the pace of development stepping up, especially in terms of projects and transport infrastructure. As the official banking partner for Expo 2020 Dubai, we are glad to showcase our innovations in smart technology and digital banking through our site-wide presence as “Bank of the Future” at the event.

In 2018, we dedicated our corporate social activities to the Year of Zayed and successfully exceeded our targets. 2019 marks the Year of Tolerance in the UAE and through our continuous investment in innovative assistive technologies, we aim not only to enhance the banking experience for People of Determination, but also to empower them towards independence in their day-to-day lives. Emirates NBD’s commitment to People of Determination supports the ‘My Community’ initiative launched by His Highness Sheikh Hamdan bin Mohammed bin Rashid Al Maktoum, Crown Prince of Dubai and Chairman of Dubai Executive Council that aims to transform Dubai to a disability-friendly city by 2020.”

His Highness Sheikh Ahmed Bin Saeed Al Maktoum added, “As we look forward to supporting the economic growth of the UAE, the Bank also seeks opportunities to further expand its international footprint. The Kingdom of Saudi Arabia remains a key growth market for the Bank, as we have opened three new branches in the Kingdom in 2018.”

His Highness Sheikh Ahmed Bin Saeed Al Maktoum concluded, “Finally, I would like to thank HH Sheikh Mohammed bin Rashid A Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai, for his sharp and wise vision as well as the Country’s wise Leadership, Emirates NBD Group’s Board of Directors, members of the Executive Committee and employees for their continuous contribution and efforts towards our success in 2018. I also wish to thank our customers and shareholders for their continued support and trust.”

The following resolutions were passed at the General Assembly Meeting:

Review and approval of the Directors’ Report for the year ending 31 December 2018.
Review and approval of the Auditors’ Report for the year ending 31 December 2018.
Review and approval of the Consolidated Financial Statements of the Bank for the year ending 31 December 2018.
Approval of distribution of 40% Cash Dividend (40 fils per share) aggregating to an amount of AED 2,223,109,890 for the year ended 31 December 2018.
Review and approval of the Board of Directors’ remuneration.
Absolving the Board of Directors from their responsibility for the year ending 31 December 2018.
Absolving the Auditors from their responsibility for the year ending 31 December 2018.
Board of Directors Election.
Deloitte & Touche (M.E.) were appointed as Auditors of the Group for the year 2019.

Special resolutions:

Approval of Directors’ Proposals with respect to non-convertible securities to be issued by the Bank subject to obtaining the necessary approvals from the relevant regulatory authorities, as detailed below:

(a) undertake any updates of:

the Emirates NBD Bank P.J.S.C. and Emirates NBD Global Funding Limited U.S.$12,500,000,000 euro medium term note programme (the "EMTN Programme");
the Emirates NBD Global Funding Limited U.S.$1,000,000,000 structured note programme (the "Structured Note Programme"); and/or
the Emirates NBD Bank P.J.S.C. AUD4,000,000,000 debt issuance programme, and together with the EMTN Programme and the Structured Note Programme, the "Existing Programmes");

(b) establish any debt funding programme, up to a maximum amount of U.S.$ 10,000,000,000, in addition to the Existing Programmes (the "New Programmes” and, together with the Existing Programmes, the "Programmes”) and undertake any subsequent update of the New Programmes;

(d) issue debt on a standalone basis, up to a maximum amount of U.S.$ 10,000,000,000, (including capital instruments for the purpose of strengthening the Group's regulatory capital ratios);

Renew the approval for the increase of the Bank's share capital by an amount of up to AED 7,350,000,000 (Seven Billion and Three Hundred and Fifty Million Dirhams) through the issuance of new shares (nominal value of AED 1 (One Dirham)) for a subscription price per share at no less than 10% discount to the prevailing market price at the relevant time and based on pricing methodology applicable under law, with shareholders in the Bank having priority to subscribe for the new shares in proportion to their respective holding at the relevant time, subject to the Bank obtaining all necessary approvals from the relevant regulatory authorities and furthermore the Board of Directors of the Bank is hereby authorized to determine the time, size, subscription price per share and other details in respect of and take all necessary steps to implement this increase in share capital within the aforementioned limits.”
Assign the authority to the Board of Directors to determine the appropriate time to implement the amendment and replacement of Article 7(A) of the memorandum and articles of association of the Bank, which was approved in the 11th annual general assembly meeting. The amendment, as approved, is set out below:

"The participation or contribution of nationals of the United Arab Emirates at any time during the existence of the Company shall not be less than eighty per cent (80%) of the share capital of the Company. The expression "nationals" shall include natural persons as well as firm partnerships and bodies corporate which are wholly owned by nationals of the United Arab Emirates."

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