1) RESOLVED that the Directors’ Report for the year ended
31 December 2019 is hereby approved.
2) RESOLVED that the Auditor’s Report for the year ended
3) RESOLVED that the Consolidated Financial Statements of Emirates NBD Group for the fiscal year ended
31 December 2019 is hereby approved.
31 December 2019 is hereby approved.
4) RESOLVED that the following persons are hereby appointed to be Internal Sharia Control Committee members of the Bank, as approved by the Central Bank of the UAE:
� Dr. Mohammad Abdul Rahim Sultan Al Olama;
� Dr. Mohamed Ali Elgari;
Further RESOLVED that the appointment of Dr. Yousef Abdullah Al Shubaily is hereby approved, subject to obtaining the Central Bank of the UAE’s approval.
5) RESOLVED that the distribution of AED 0.40 per share aggregating to an amount of AED 2,526,639,301.2 for the fiscal year ended 31 December 2019 to shareholders whose names appear in the share register on 22 March 2020 is hereby approved, and taken into consideration the following:
� Last date dividend entitlement: 18 March 2020.
� Ex-dividend date is 19 March 2020.
5) RESOLVED that the Directors Remuneration for the Board of Directors amount of AED 24 million for year 2019 as recommended in the Directors’ Report is hereby approved.
6) RESOLVED that the Board of Directors are hereby absolved from responsibility for the year ended 31 December 2019.
7) RESOLVED that the Auditors are hereby absolved from responsibility for the year ended 31 December 2019.
8) RESOLVED that the suspension of transfer to legal and statutory reserves, which is now, equals 50% of the share capital and regular reserve, which is now, equals 10% of the share capital, is hereby approved.
9) RESOLVED that Deloitte & Touche (M.E.) be appointed as Auditor of the Bank until the conclusion of the next General Assembly Meeting, to audit the accounts of Emirates NBD Group for the year 2020 at an Audit fee not exceeding AED 1.9 million.
13) RESOLVED that the Directors’ Proposals with respect to non-convertible securities to be issued by the Bank is hereby approved subject to obtaining the necessary approvals from the relevant regulatory authorities, as detailed below:
(a) undertake any updates of the following Existing Programmes (which have been approved at the General Assembly Meetings dated 15 February 2016, 12 February 2017, 27 March 2018, and 20 February 2019) pursuant to which the Bank issues securities from time to time:
i. 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");
ii. the Emirates NBD Global Funding Limited U.S.$1,000,000,000 structured note programme (the "Structured Note Programme"); and/or
iii. the Emirates NBD Bank P.J.S.C. AUD 4,000,000,000 debt issuance programme (“AUD Programme”), and together with the EMTN Programme and the Structured Note Programme, the "Existing Programmes");
(b) establish any debt funding programme, up to a maximum amount of U.S.$ 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;
(c) 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.
(d) 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 Group's capital adequacy ratio (the capital instruments shall include the terms and conditions required by the UAE Central Bank, including, in relation to additional tier 1 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") 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;
(e) in respect of:
a) instruments issued or to be issued under any of the Programmes; and/or
b) debt issued or to be issued under Debt Funding,
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);
(f) prepare and enter into such finance agreements and related documents as may be necessary (including, without limitation, any offering documents, relevant programme agreements, subscription agreements, dealer manager agreements, guarantees, hedging arrangements and all related and ancillary documents) in respect of the foregoing;
(g) 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 issued by way of Debt Funding; and
(h) enter into any document(s) and to take such further steps as may be necessary in connection with the Actions.
13) RESOLVED that the amendment and replacement of Article 7 (A) of the articles of association of the Bank is hereby approved subject to the Bank obtaining all necessary approvals from the relevant regulatory authorities. The proposed 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 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.
14) Resolved that the amendment of Article (6) of the articles of association of the Bank by adding a new item is hereby approved, subject to the Bank obtaining all necessary approvals from the relevant regulatory authorities. The proposed amendment, as approved, is set out below:
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.