Emirates NBD holds its 15th General Assembly Meeting

Emirates NBD holds its 15th General Assembly Meeting

7 Min | 23 February 2022
Approves cash dividend of 50%
  • Approves cash dividend of 50%

Dubai, 23 February 2022

Emirates NBD (DFM: EmiratesNBD), a leading banking group in the MENAT (Middle East, North Africa and Turkey) region, held its 15th General Assembly Meeting virtually on 23rd February 2022.

At the General Assembly Meeting, a review of the Group’s performance during 2021 was presented. Commenting on the business environment, Emirates NBD Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum, said, “We remain grateful to the UAE Government for their visionary leadership and unwavering proactive actions to safely reopen the economy that has placed the Nation at the forefront of worldwide recovery efforts. The successful opening of Expo 2020 Dubai led to firm growth and facilitated  economic recovery, while raising international competitiveness and reaffirming Dubai’s status as a global trade and investment hub. The speed and efficiency with which the UAE rolled out coronavirus vaccines in 2021 put the economy in a strong position to benefit from the global rebound in activity during the year.”

His Highness added, “Emirates NBD delivered a solid set of financial results for 2021 reporting a 34% increase in net profit to AED 9.3 billion. Our focus remains on keeping our customers, colleagues, stakeholders and the community safe. With increasing customer digital adoption during the COVID-19 pandemic, we have accelerated the pace of investment in technology and in our international network to support future growth. Our efforts as an early adopter of banking digitalisation and innovation, and best practice, have ensured that the Group continued to receive international recognition. In 2021 Emirates NBD was named Best Bank in the UAE for the seventh consecutive year and Best Bank in the Middle East at the Euromoney Awards for Excellence 2021. Our International offices also received accolades and our KSA branches won the Best Foreign Bank in KSA award from International Finance for 2021. International operations contributed 38% of total income in 2021.”

Key financial highlights for 2021 included:

  • Net profit of AED 9.3 billion up 34% y-o-y demonstrating the resilience of the Group's diversified business model and the strong recovery as economic growth rebounded in 2021
  • Total income of AED 23.8 billion improved 3% y-o-y as higher retail volumes offset impact of low interest rates
  • Total assets at AED 687 billion, down 2% from 2020 due to currency translation
  • Customer loans at AED 422 billion with 2021 a record year for retail financing
  • Deposit mix highest ever CASA balances, increasing by AED 38 billion in 2021, positioning the Group very well for eventual rate rises
  • Capital and Liquidity: 177.6% Liquidity Coverage Ratio and 15.1% Common Equity Tier-1 ratio reflect the Group’s core strengths to support customers and create opportunities to prosper

His Highness Sheikh Ahmed Bin Saeed Al Maktoum added: “Emirates NBD is deeply committed to supporting the economic growth of the UAE in line with the ambitions of our Nation's wise leadership. Emiratisation remains a top priority and, in response to the Government’s federal NAFIS programme, announced as part of the UAE’s “Projects of the 50” to help integrate Emiratis within the private sector, we launched our new elite graduate programme called “Ruwad” to build the Group’s future C-suite. It is the largest investment the Group has ever made in a single talent management programme. We are proud to be among the UAE’s largest employers of Emiratis.”

His Highness concluded: “I would like to thank H.H. Sheikh Khalifa Bin Zayed Al Nahyan, President of the UAE and H.H. Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai, for their visionary leadership. I would also like to thank Emirates NBD Group’s Board of Directors, members of the Executive Committee and our employees for their dedicated contribution towards our success. I also extend our deepest 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 fiscal year ended 31 December 2021.
  • Review and approval of the Auditors’ Report for the fiscal year ended 31 December 2021.
  • Review and approval of the Internal Shari’ah Supervision Committee Reports for 2021.
  • Review and approval of the Group’s Balance Sheet and Profit & Loss account for the fiscal year ending 31 December 2021.
  • Appointment of Internal Shari’ah Supervision Committee members.
  • Approval of distribution of 50% Cash Dividend (50 fils per share) aggregating to an amount of AED 3,158,299,127 for the fiscal year ended 31 December 2021.
  • Approval of the Board of Directors’ remuneration.
  • Absolving the Board of Directors from their responsibility for the year ended 31 December 2021.
  • Absolving the Auditors from their responsibility for the fiscal year ended 31 December 2021.
  • Election of the Board of Directors.
  • Deloitte & Touche (M.E.) were appointed as Auditors of the Group for the year 2022.
  • Appointment of two representatives for the shareholders and determining their fees in accordance with paragraph (4) of Article (40) of the Corporate Governance Guide issued by Resolution of the Chairman of the SCA No. (3/R.M) of 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, 20 February 2019, 10 March 2020 and 24 February 2021) pursuant to which the Bank issues securities from time to time:
      • the Emirates NBD Bank PJSC U.S.$20,000,000,000 euro medium term note programme (the "EMTN Programme"); and/or
      • the Emirates NBD Bank PJSC 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 of Directors to carry out the resolutions relating to the issuance of bonds and Programmes
    • issue debt instruments, up to an amount of U.S.$10,000,000,000 or its equivalent in other currencies, under any of the Programmes from time to time, with the terms of any such issuance decided by the relevant committee to which the Board of Directors has delegated such decisions and such issuance to be settled no later than one year commencing from the date on which this resolution is approved in accordance with the provisions of Article 230 of the Companies Law.
    • issue debt on a standalone basis, up to a maximum amount of U.S.$ 10,000,000,000 or its equivalent in other currencies, 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;
    •  in respect of:
      • instruments issued or to be issued under any of the Programmes; and/or
      • 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);
    • 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 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 issued by way of Debt Funding; and
    • enter into any document(s) and to take such further steps as may be necessary in connection with the Actions.
  • To consider and approve the amendment of the Company's Memorandum & Articles, to comply with the Federal Decree-Law No. 32 of 2021 after obtaining Authorities approval. Amended Articles will be available on the Banks and Dubai Financial Market websites before the General Assembly Meeting.

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