Creating a UAE champion

and the region’s international bank

• F ull service bank with leading • Sophisticated wholesale business with strong
retail franchise product and industry expertise
• Profitable, efficient and capital generative • Underpinned by long-term
• Strong entrepreneurial and strategic relationships
sales culture • Strong, conservative balance sheet and liquidity
from a diverse customer base

A transformational merger of equals

• Creates No. 1 bank in the UAE by assets, internationally
connected for its target clients
• Combination of best in class consumer and wholesale
businesses and strong growth potential in Global Wealth
• Fit for the changing regulatory landscape
• E fficiency through cost and revenue synergies. Benefit of
around approx. AED 500m per year from cost savings – 8
percent of combined cost base
• Enhanced capacity through capital consolidation
and strong core liquidity to capture strategic growth
opportunities

Exchange • Exchange ratio of 1.254 NBAD shares for every one FGB share
ratio • NBAD will issue total of 5,643 million new shares to FGB shareholders
• Exchange ratio implies a discount to FGB’s shareholders of 3.9% vs. previous trading date
(30th June 2016) and 12.2% vs. 3 months’ average pre-leak share price (16th June 2016)
Shareholders • F ollowing the merger, the combined bank will be 52.0% owned by FGB shareholders and 48.0%
by NBAD shareholders
• Key shareholders: ADIC: 33.2%, Mubadala: 3.7%, Free float: 63.1%
Transaction • Transaction will be structured as a merger of equals
structure • Statutory merger through share swap with NBAD issuing shares
• Combined bank to retain the brand name of “National Bank of Abu Dhabi” (NBAD)
Governance • Board of Directors of combined bank to comprise of 9 members
• Board will include four nominated directors of FGB and four nominated directors of NBAD
• H.H. Sheikh Tahnoon Bin Zayed Al Nahyan will be the Chairman, H.E. Nasser Ahmed Alsowaidi
will be the Vice Chairman and Mr. Abdulhamid M. Saeed will be the CEO
Conditions • FGB and NBAD shareholders to approve the transaction (minimum 75% vote)
• Approval of the UAE Central Bank
• Approvals of international regulators of FGB and NBAD
• Merger likely to be effective in Q1 2017

The biggest bank Well-diversified

in the MENA region business
•  175bn assets
$ Gross loans Financial Institutions
mix by 7% Government
• Abu Dhabi, headquarters counterparty
22%

• 19 countries, presence
• $29.1bn market cap
AED
Corporate 364bn
• $24.5bn equity 45%
Retail
26%
Strong financial metrics Operating Other
Pro forma income 15%
Tier 1 ratio 15.7% by customer
type Wealth
Loan-to-deposit ratio 94.0% 5%
Net interest margin 2.3% AED Corporate
Cost/income ratio 30.0% 20bn 43%
Return on average equity 14.1%
Total loans (AEDbn) AED 352 bn Retail
37%
Total deposits (AEDbn) AED 374 bn