The Board of Directors of First Abu Dhabi Bank P.J.S.C. (the Board) is pleased to invite the shareholders to attend the General Assembly meeting, to be held at 3pm on Monday, December 7, 2026 on the 4th floor of the bank’s headquarters, Al Qurm district, behind Khalifa Business Park, Abu Dhabi, for physical attendance, and virtually through an electronic link for the meeting that will be sent to shareholders via SMS or email following registration of their attendance.
This will enable shareholders to attend the meeting virtually, to review the following agenda items and adopt the appropriate resolutions during the meeting in relation thereto:
I. Ordinary Resolutions
1. Authorise the Chairman of the Meeting to appoint a Secretary to the General Assembly meeting and vote collector.
2. Review and approve the Board of Directors' report which indicates the Bank's plan concerning the capital increase.
II. MATTERS REQUIRING A SPECIAL RESOLUTION AS FOLLOWS:
- Consider and approve the increase in the issued share capital of the Bank by up to UAE Dirhams one billion, one hundred and nine million, four hundred and sixty-seven thousand, four hundred and fifty-six (AED 1,109,467,456 ) by way of rights issue by issuing up to one billion, one hundred and nine million, four hundred and sixty-seven thousand, four hundred and fifty-six (1,109,467,456) new shares at an issue price of UAE Dirhams thirteen and fifty two fils (13 Dirhams and 52 fils), representing the nominal value of AED 1 (one) per share and a share premium of AED 12.52 (the Share Capital Increase) so that the issued share capital of the Bank will be increased from UAE Dirhams eleven billion forty-seven million six hundred and twelve thousand six hundred and eighty-eight (AED 11,047,612,688) to up to UAE Dirhams twelve billion, one hundred and fifty-seven million, eighty thousand, one hundred and forty-four (AED 12,157,080,144), provided that the new shares will be offered to all existing shareholders of the Bank to be subscribed for on a pro-rata basis, and to approve granting the Board the full authority to take all actions required to implement and execute the Share Capital Increase pursuant to the provisions of the Federal Decree by Law Number 32 of 2021 Concerning Commercial Companies as amended and the regulations issued by the Capital Market Authority (CMA) and to approve granting the Board the full authority to accept the amount that will be subscribed for without offering the remaining shares (if any) for public subscription.
Each eligible shareholder registered on the eligibility date will receive one (1) right for every 9.958 shares held, with each right entitling its holder to subscribe for one (1) New Share at the issue price. Fractional entitlements will be rounded down.
The total proceeds expected to be raised from the rights issue amount to approximately AED 15 billion, comprising an increase in the issued share capital of the Bank of up to AED 1,109,467,456 and a total share premium of up to AED 13,890,532,549, which share premium shall be added to the statutory reserve in accordance with Article (198) of the Federal Decree by Law Number 32 of 2021 Concerning Commercial Companies as amended.
2. Approving the amendment of Article (6) of the Articles of Association of the Bank to reflect the Share Capital Increase*.
Article (6) (before and after the amendment)
Before the Share Capital Increase:
The Share Capital of the Bank
The issued share capital of the Bank has been set at AED11,047,612,688 divided into 11,047,612,688 shares with a nominal value of AED 1 (one United Arab Emirates Dirham) per share all of which are fully paid-up cash shares.
After the Share Capital Increase:
The Share Capital of the Bank*
The issued share capital of the Bank has been set at UAE Dirhams twelve billion, one hundred and fifty-seven million, eighty thousand, one hundred and forty-four (AED 12,157,080,144) divided into twelve billion, one hundred and fifty-seven million, eighty thousand, one hundred and forty-four (12,157,080,144) shares with a nominal value of AED 1 (one) per share all of which are fully paid-up cash shares.3. Authorising the Chairman of the Board or any person authorised by him to take all necessary procedures and actions to implement the abovementioned resolutions relating to the Share Capital Increase. This authorisation shall include, without limitation, the authority to sign all documents required to implement the rights issue and the Share Capital Increase, to contact and negotiate with any individual or entity (whether official or not) within the UAE or abroad, and undertake the necessary procedures to amend the Bank's Articles of Association; and to determine the terms of the rights issue, and subscription period of the rights issue and to accept the amount subscribed for in the Share Capital Increase shares by the rights holders without offering the remaining shares (if any) for public subscription, and to determine the final number of shares to be issued and the new share capital of the Bank. The authorised person shall have full discretion to take any action deemed necessary or appropriate to ensure the execution of the Share Capital Increase.
NOTES
- At the direction of the Capital Market Authority, the Bank’s shareholders and proxy holder who will attend the General Assembly virtually should register their attendance electronically to be able to vote on the items of the general meeting. Registration is open from 3pm on Sunday 06 December 2026 and closes at 3pm on Monday 07 December 2026. For electronic registration, please visit the following website: www.smartagm.ae.
- A shareholder who is entitled to attend the General Meeting may delegate any person, who is not a Board Member, employees of the Bank or brokerage company or its employees to attend the General Meeting on their behalf by virtue of a special written authorisation/proxy made. A Proxy holder may not represent a number of shareholders in excess of 5% of the Bank's capital. However, if the proxy is representing one single shareholder, his/her proxy may exceed 5% of the Bank's capital. Minors and those who have no legal capacity shall be represented by their legal representatives. If the quorum is not achieved at the first meeting, the proxies issued for the first meeting shall be considered valid for any later meetings unless expressly cancelled by the shareholder through a notification to is@bankfab.com at least two days prior to the second meeting. The requirements under Clauses No. 1 and 2 of Article 40 of CMA Chairman Decision No. (3/Chairman) of 2020 on the Approval of Public Joint Stock Companies Governance Guide ("Governance Guide") on adopting proxies shall be met. These requirements are set out in the explanatory disclosure on adopting proxies which is annexed to this invitation. The shareholders may review the disclosure in relation to the procedure for the adoption of a proxy published on the Bank's website and the Abu Dhabi Securities Exchange website.
- A legal entity may delegate one of its representatives or officers, by a resolution from its Board of Directors or whoever acts in its place, to represent it at the Bank's General Assembly. The delegated person shall have the powers specified in the delegation resolution.
- The registered shareholder on the business day preceding the Bank's General Assembly meeting i.e. on Friday 04 December 2026, shall have the right to attend and vote at the General Assembly meeting. In case of the second meeting on Monday 14 December 2026 due to lack of quorum in the first meeting, the registered shareholder on the business day preceding the Bank's General Assembly meeting i.e. on Friday 11 December 2026 shall have the right to attend and vote at the second General Meeting.
- The General Assembly meeting is valid only if attended by shareholders holding or representing by proxy at least 50% of the Bank's share capital. In the event that such quorum is not achieved at the first General Assembly meeting, a second meeting will take place on Monday 14 December 2026 at the same place and time and the second meeting shall be valid if attended by at least one shareholder.
- A special resolution is a resolution issued by the majority vote of the shareholders holding no less than three quarters of the shares attended or represented in the General Assembly meeting of the Bank.
- The shareholders can view and download the investor protection guide at the CMA website sca.gov.ae/en/services/minority-investor-protection.aspx.
*The final amount of the Bank's share capital increase will be determined upon the closing of the subscription period for the capital increase and after obtaining the approval of the Capital Market Authority.
