Emirates NBD (DFM: EmiratesNBD), a leading banking group in the MENAT (Middle East, North Africa and Turkey) region, held its 17^th General Assembly Meeting on 21 February 2024.

At the General Assembly Meeting, a review of the Group’s performance during 2023 was presented. Commenting on the Group’s performance, His Highness Sheikh Ahmed bin Saeed Al Maktoum, Chairman of Emirates NBD, said: “As we celebrate the 60th anniversary of Emirates NBD, we take enormous pride in everything that has been achieved. Turning all challenges of this year and decades past into opportunities for growth, Emirates NBD has continued to serve as a financial bedrock, trusted partner and beacon of innovation for Dubai, the UAE and beyond. Through effective execution of its strategy, Emirates NBD will continue to fulfil its purpose to create opportunities to prosper for all its stakeholders.”

His Highness added: “Emirates NBD’s transformation from a local ambitious bank into a respected international financial institution mirrors the rise of Dubai and exemplifies its constant drive to be a champion of the UAE banking sector. In 2023, Emirates NBD set new financial benchmarks, demonstrating the Group’s unique proposition in the market and reputation as the most reliable partner to its customers, who are at the heart of its sustainable success.”

Key financial highlights for 2023 included:

• Net profit of AED21.5 billion up by an outstanding 65% y-o-y
• Total income substantially up 32% to AED43 billion on excellent deposit mix, solid loan growth and strong fee and commission growth across all business segments
• Healthy asset growth of 16% to AED863 billion at end 2023
• Solid loan growth, up 5% on record Retail financing momentum with AED70 billion of new Corporate lending benefiting from our effective regional presence
• Deposit mix is a key strength growing a remarkable AED82 billion in 2023 including AED30 billion of low-cost Current and Savings Accounts
• Net interest margin rose 52 basis points in 2023 to 3.95% on favourable loan and deposit mix and higher interest rates
• Impairment allowances substantially down 33% y-o-y due to exceptionally strong recoveries achieved through the year with impaired loan ratio improving to 4.6%
• Earnings per share up significantly by 68% to 332 fils

His Highness Sheikh Ahmed bin Saeed Al Maktoum added: “I would like to thank His Highness Sheikh Mohamed bin Zayed Al Nahyan, President of the UAE, and His Highness Sheikh Mohammed bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai, for their ambitious vision and wise leadership, which have played a crucial role in the development of Emirates NBD as well as the broader banking sector in the country. Emirates NBD has led by example in promoting sustainable practices across its operations and communities, as exemplified in its role as Principal Banking Partner for COP28. The Group also introduced carbon trading this year, making it the first UAE bank to empower customers in offsetting carbon emissions, in alignment with the UAE’s Net Zero action plan. Emirates NBD also pioneered innovative green financing solutions to support customers throughout the UAE and around the world. We are proud to be a champion in gender equality with women now making up 40% of the Group’s total employee base and we are the first UAE bank to commit to a female leadership target, aiming for women to fill 25% of Senior Management positions by 2027. In the years ahead, Emirates NBD Group will continue to serve as it has for the past 60 years, with dedication to our leaders, belief in our goals and confidence in our actions.”

His Highness concluded: “I would also like to thank the Group’s Board of Directors, Senior Leadership team and all the Group’s employees for their unwavering dedication to the success of Emirates NBD during this year and for many years to come.”

The following resolutions were passed at the General Assembly Meeting:

1. To approve the report of the board of directors (‘the Board’) on the Bank’s activities and the financial statements for the year ended 31 December 2023.
2. To approve the report of the external auditor of the Bank for the year ended 31 December 2023.
3. To approve the report of the Internal Shari’ah Supervision Committee in respect of the Bank’s Islamic banking window for the year ended 31 December 2023.
4. To approve the audited balance sheet and the profit and loss account of the Bank for the year ended 31 December 2023.
5. To approve the Board’s proposal to distribute cash dividends for the year ended 31 December 2023 of AED1.2 per ordinary share, being AED7,579,917,903.6 in total, to shareholders on the register of the Bank’s shareholders at the close of the trading on 4 March 2024.
6. To approve the remuneration of the Board for the year ended 31 December 2023.
7. To absolve members of the Board from liability for their work during the year ended 31 December 2023.
8. To absolve the external auditor from liability for work conducted during the year ended 31 December 2023, or to dismiss and pursue the auditor, as the case may be.
9. To approve the appointment of the external auditor for the year 2024 and to determine the fees for the same year.

Special resolutions:

10. To approve the Board’s 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, and to authorise the Bank to:
11. undertake any updates of the following existing programmes (which were approved at the GAMs held on 15 February 2016, 12 February 2017, 27 March 2018, 20 February 2019, 10 March 2020, 24 February 2021, 23 February 2022 and 22 February 2023) pursuant to which the Bank issues securities from time to time:
    1. the Emirates NBD Bank P.J.S.C US$20,000,000,000 euro medium term note programme (the “EMTN Programme”);
    2. the Emirates NBD Bank P.J.S.C AUD4,000,000,000 debt issuance programme (the “AUD Programme”, and together with the EMTN Programme, the “Existing Programmes”);
12. establish any debt funding programme, up to a maximum amount of US$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 and to authorise the Board to carry out the resolutions relating to the issuance of bonds and Programmes;
13. issue debt instruments, up to an amount of US$10,000,000,000, 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 has delegated such decisions;
14. issue debt on a standalone basis, up to a maximum amount of US$10,000,000,000, or its equivalent in other currencies, (including, without limitation, through the issuance of conventional notes/bonds, structured notes/bonds, covered notes/bonds, trust certificates or other similar debt instruments (including for regulatory capital purposes up to an amount of US$1,000,000,000 for the purposes of strengthening the Group’s capital adequacy ratio (the capital instruments shall include the terms and conditions required by the Central Bank of the UAE, including, as applicable, in relation to additional tier 1 capital instruments and tier 2 capital instruments, the following features: subordination; coupon non-payment events; and non-viability and write-down provisions) or, as the case may be, through collateralised arrangements whether in loan or note/bond format, as the same may be listed and/or admitted to trading on a stock exchange or any other trading platform and/or unlisted)) (“Debt Funding Arrangements”), with the terms of any such issuance decided by the relevant committee to which the Board of Directors has delegated such decisions;
15. in respect of:
16. instruments issued or to be issued under any of the Programmes; and/or
17. debt issued or to be issued under Debt Funding Arrangements, undertake any liability management exercise with respect thereto (including, without limitation, by way of consent solicitation, exchange offer, tender offer, buyback or any combination thereof);
18. prepare and enter into such finance agreements and related documents as may be necessary (including, without limitation, any offering documents/prospectus, relevant programme/dealer agreements, subscription agreements, dealer manager agreements, guarantees, hedging arrangements, listing declarations and all related and ancillary documents) in respect of the foregoing;
19. establish one or more special purpose vehicles incorporated in suitable jurisdictions anywhere in the world, with the specific purpose of acting as the issuers of any debt instruments issued under any of the Programmes or, as the case may be, any Debt Funding; and
20. enter into any document(s) and to take any further steps as may be necessary in connection with the actions set out in this Special Resolution.
21. To authorise the Board of Directors of the Bank, and/or any person so authorised by the Board of Directors, to adopt any resolution or take any action as may be necessary to implement the ordinary and Special Resolutions to be adopted by the general assembly in this meeting.