Emirates NBD Holds its 13th General Assembly Meeting

6 Min | 11 March 2020

Emirates NBD (DFM: EmiratesNBD), a leading bank in the region, held its 13th General Assembly Meeting at the Bank's Headquarters.

Approves cash dividend of 40 per cent

Dubai, 10 March 2020: Emirates NBD (DFM: EmiratesNBD), a leading bank in the region, held its 13th General Assembly Meeting at the Bank’s Headquarters.

At the General Assembly Meeting, a review of the year ended 31 December 2019 was presented. Commenting on the business environment, Emirates NBD Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum, said, "As we begin a new decade and enter the highly anticipated year of 2020, we at Emirates NBD are eager to continue supporting the UAE's growth story and helping realise the ambitious dreams of this great nation and its wise leadership."

His Highness added, "Emirates NBD celebrated many important milestones in 2019, including welcoming DenizBank to the Emirates NBD family, thus extending our footprint in the MENAT region. We raised the foreign ownership limit from 5% to 20% and we also offered our valued shareholders an exceptional opportunity to participate in a Rights Issue of AED 6.45 billion. We announced a record annual net profit of AED 14.5 billion for 2019 helped by the partial disposal of a stake in Network International and have a strong balance sheet supporting a diversified business model."

Key financial highlights for 2019 included:

Net profit of AED 14.5 billion, up 44% compared with the prior year
Total Income of AED 22.4 billion improved 29% compared with the prior year
Total assets at AED 683 billion, up 37% compared with the prior year
Customer loans at AED 437 billion, up 33% compared with the prior year
Customer deposits at AED 472 billion, up 36% compared with the prior year
Common Equity Tier 1 Ratio at 15.3% and Capital Adequacy Ratio at 18.5%

His Highness Sheikh Ahmed Bin Saeed Al Maktoum added: “In 2019, Emirates NBD continued to embrace Corporate Social Responsibility as a key consideration in the product and services we offer. We spearheaded several programmes and initiatives, aligned with the pillars outlined within the UAE’s Year of Tolerance. As part of our commitment to building public awareness on safe banking practices, we were proud to partner with Dubai Police on the UAE-wide #SecureYourAccount campaign, aimed at raising public awareness and education on Cybersecurity.

“2020 will see the kick-off of the much-awaited Expo 2020 Dubai, and as Official Banking Partner, Emirates NBD is looking forward to showcasing our many innovations in smart technology and digital banking through our site-wide presence as “Bank of the Future” at the event.”

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, and the Country’s wise Leadership for their vision. I also thank Emirates NBD Group’s Board of Directors, members of the Executive Committee and all our employees for their continued contribution towards our success in 2019. I also wish to extend gratitude to 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 2019.
Review and approval of the Auditors’ Report for the year ending 31 December 2019.
Review and approval of the Consolidated Financial Statements of the Bank for the year ending 31 December 2019.
Appointment of Internal Sharia Control Committee members.
Approval of distribution of 40% Cash Dividend (40 fils per share) aggregating to an amount of AED 2,526,639,301 for the year ended 31 December 2019.
Approval of the Board of Directors’ remuneration.
Absolving the Board of Directors from their responsibility for the year ended 31 December 2019.
Absolving the Auditors from their responsibility for the year ended 31 December 2019.
Approval of suspension of transfer to legal and statutory reserves which now equals 50% of the share capital and regular reserve which now equals 10% of the share capital.
Deloitte & Touche (M.E.) were appointed as Auditors of the Group for the year 2020.

Special resolutions:

To approve the 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:

undertake any updates of the following Existing Programmes (which have been approved at the AGMs dated 15 Feb 2016, 12 Feb 2017, 27 March 2018, and 20 Feb 2019) pursuant to which the Bank issues securities from time to time:

the Emirates NBD Bank PJSC 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 PJSC AUD 4,000,000,000 debt issuance programme (“AUD Programme”), and together with the EMTN Programme and the Structured Note Programme, the "Existing Programmes");

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;
issue debt instruments, up to an amount of U.S.$ 5,000,000,000 or its equivalent in other currencies, under any of the Programmes from time to time; with the terms of any such issuance decided by the relevant committee to which the Board of Directors has delegated such decisions and such issuance to be settled no later than one year commencing from the date on which this resolution is approved in accordance with the provisions of Article 230 of the Companies Law.
issue debt on a standalone basis, up to a maximum amount of U.S.$ 10,000,000,000 or its equivalent in other currencies, (including capital instruments for the purpose of strengthening the Group's regulatory capital ratios) with the terms of any such issuance decided by the relevant committee to which the Board of Directors has delegated such decisions and such issuance to be settled no later than one year commencing from the date of the resolution in accordance with the provisions of Article 230 of the Companies Law;

To approve the amendment and replacement of Article 7 (A) of the articles of association of the Bank as set out:
"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 sixty per cent (60%) 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."

Amendment of Article 6 of the Bank's Articles of Association by adding a new item 6-23 The Company may provide all banking services that are compliant with the provisions of Islamic Sharia, including, but not limited to: granting financing and financial credits of all kinds, opening accounts, receiving deposits of all types and investments, issuing Sukuk of all types, entering into all types of contracts, possessing, holding, owning, selling, purchasing, leasing, renting real estate, movable or financial assets of all types, and in general, to carry out all transactions and offer all banking products that are in compliant with Islamic Sharia.

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