Emirates NBD holds its 16th General Assembly Meeting

Emirates NBD holds its 16th General Assembly Meeting

8 Min | 22 February 2023
Emirates NBD holds its 16th General Assembly Meeting
  • Approves 20% increase in proposed dividend to 60 fils

Dubai, 22nd February 2023

Emirates NBD (DFM: EmiratesNBD), a leading banking group in the MENAT (Middle East, North Africa and Turkey) region, held its 16th General Assembly Meeting on 22nd February 2023.

At the General Assembly Meeting, a review of the Group’s performance during 2022 was presented. Commenting on the business environment, Emirates NBD Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum, said, “The UAE banking sector performed well in 2022, benefitting from an increase in economic activity supported by elevated oil prices, normalising non-oil activity and higher interest rates. Despite the challenging global macroeconomic environment, the International Monetary Fund said Gulf economies grew at the fastest pace in nearly a decade and our Research unit estimate the UAE’s GDP grew 7.6% in 2022, positively impacting banks. As tourism and travel rebounded strongly, the UAE’s non-oil economy grew by 5.6%, which in turn supported growth across a range of other service sectors. Multiple indicators point to an increase in population in the UAE that have also contributed to stronger domestic demand.”

His Highness added, “Taking advantage of the promising landscape in the UAE, Emirates NBD Group empowered customers to benefit from this strong economic growth in 2022. This helped the Group deliver strong financial results with net profit up 40% to AED 13 billion, supported by record demand for retail financing and AED 50 billion of new corporate lending, AED 20 billion growth in Current and Savings Accounts, improving margins and a substantially lower cost of risk, demonstrating the strength of the Group’s diversified business model. The Group strengthened its balance sheet with an improvement in capital, liquidity and credit quality ratios. We remain grateful to the nation’s leaders for their strategic vision and proactive actions to grow the economy even amid external headwinds and uncertainty.”

Key financial highlights for 2022 included:

  • Net profit of AED 13.0 billion up by an outstanding 40% y-o-y
  • Total income up 36% to AED 32.5 billion on our excellent deposit mix with higher interest rates feeding through to margins and strong growth across all business segment and products
  • Net interest margin rose significantly to 3.43% and 2023 guidance set even higher on rising interest rates
  • Customer loans: record Retail and Islamic financing coupled with AED 50 billion of new corporate lending offset Sovereign repayments
  • Deposit mix: Current and Savings Accounts grew an impressive AED 20 billion in 2022 demonstrating our market penetration coupled with strong UAE liquidity, enabling the Group to benefit from interest rates rises
  • Earnings per share up significantly by 43% to 198 fils, underlying up 79%
  • Proposed Dividend substantially increased by 20% to 60 fils per share

His Highness Sheikh Ahmed Bin Saeed Al Maktoum added: “Emirates NBD is dedicated to supporting the growth of the UAE’s financial sector and wider economy in line with the ambitions of our nation's visionary leadership. Empowering UAE National talent in realising their full potential and contributing positively to the country’s development is a top priority for the Group and we are proud to be among the UAE’s largest employers of Emiratis. In response to the government’s federal Emiratisation action plan, Emirates NBD successfully further increased its UAE National headcount by 9% year-on-year. Additionally, with recent strategic changes to our management team, 70% of our Group Executive Management team in the UAE are now Emiratis.”

His Highness concluded: “I would like to thank H.H. Sheikh Mohamed Bin Zayed Al Nahyan, President of the UAE and Ruler of Abu Dhabi and H.H. Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai, for their far-sighted leadership and unending ambition. I would also like to thank Emirates NBD Group’s Board of Directors, members of the Executive Committee and our employees for their unwavering contribution towards our success. 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:

  • 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 2022.
  • To approve the report of the external auditor of the Bank for the year ended 31 December 2022.
  • 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 2022.
  • To approve the audited balance sheet and the profit and loss account of the Bank for the year ended 31 December 2022.
  • To approve the Board’s proposal to distribute cash dividends for the year ended 31 December 2022 of AED 0.60 per ordinary share, being AED 3,789,958,951.8 in total, to shareholders on the register of the Bank’s shareholders at the close of business on 6 March 2023.
  • To approve the remuneration of the Board for the year ended 31 December 2022.
  • To absolve members of the Board from liability for their work during the year ended 31 December 2022.
  • To absolve the external auditor from liability for work conducted during the year ended 31 December 2022, or to dismiss and pursue the auditor, as the case may be.
  • To approve the appointment of the external auditor for the year 2023 and to determine the fees for the same year.

Special resolutions:

  • 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:
    • undertake any updates of the following existing programmes (which were approved at the General Assembly Meetings held on 15 Feb 2016, 12 Feb 2017, 27 March 2018, 20 February 2019, 10 March 2020, 24 February 2021 and 23 February 2022) pursuant to which the Bank issues securities from time to time:
      • the Emirates NBD Bank P.J.S.C U.S.$20,000,000,000 euro medium term note programme (the "EMTN Programme");
      • the Emirates NBD Bank P.J.S.C AUD 4,000,000,000 debt issuance programme (the "AUD Programme", and together with the EMTN 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 and to authorize the Board to carry out the resolutions relating to the issuance of bonds and Programmes.
    • issue debt instruments, up to an amount of U.S.$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.
    • 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, 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 U.S.$1,000,000,000 for the purposes of strengthening the Bank'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;
    •  in respect of:
      • instruments issued or to be issued under any of the Programmes; and/or
      • 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);
    • 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;
    • 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
    • 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.
  • To approve the amendment of the Bank’s Memorandum and Articles of Association in accordance with Decree No. 32 of 2021 and the regulations and legislation issued by the United Arab Emirates Central Bank and Securities and Commodities Authority without limitation. After obtaining the approval of the regulatory authorities, the amended Memorandum and Articles of Association will be published on the Bank's official website and the Dubai Financial Market website.
  • To approve the addition of financial advisory activity to the Bank’s commercial license and the addition of such activity to the objects of the Bank stated in the Bank’s Memorandum and Articles of Association.
  • To authorize 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, including agreeing any change to any of the proposed amendments to the Memorandum and Articles of Association of the Bank which the Securities and Commodities Authority, the Central Bank or any other regulatory authorities may request or which may be required to prepare and certify a full set of the Articles incorporating all the amendments including the introductory part of the Articles and reference to the resolutions of the general assemblies of the Bank amending the Articles.

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