ADCB Rights Issue Overview

Accelerating ADCB’s organic growth

Shareholders of Abu Dhabi Commercial Bank PJSC approved, at a General Assembly meeting held on 13 October 2025, a strategic rights issue to raise up to AED 6.1 billion. This initiative marks a decisive step to accelerate the pace of the Bank’s strong organic growth and deliver substantial long-term value for shareholders.

The rights issue provides shareholders with an opportunity to participate in the Bank’s continued success through the subscription for new shares.

This strategic initiative serves the interests of the Bank and its shareholders by enhancing capacity to achieve significant asset growth while staying ahead of evolving regulatory requirements. ADCB remains focused on delivering strong and sustainable returns.

Frequently asked questions

Rationale for the capital increase

Strong momentum as ADCB delivers outperformance

Under the leadership of the Board and its management team, ADCB has significantly scaled operations and profitability since 2020. Total assets have increased by 77% over five years surpassing AED 700 billion as of June 2025.

In the first half of 2025, ADCB exceeded internal targets, marking its
16^th consecutive quarter of profit-before-tax growth – a testament to disciplined strategy execution. The rights issue builds on this momentum as the Bank aims to double net profit to AED 20 billion within five years, while delivering annual return on equity above 15%.

Strengthening capital ahead of regulatory changes

In recognition of the Bank’s rapid growth and stature among the country’s largest financial institutions, higher capital buffers have recently been introduced for ADCB as a Domestic Systemically Important Bank (D-SIB). The increase in the Bank’s share capital will uplift the Common Equity Tier 1 ratio (CET1) and Capital Adequacy Ratio (CAR) by c.120 bps upon completion of the rights issue, positioning ADCB well ahead of the new requirements while continuing to pursue accelerated growth in a disciplined manner.

Focused on value creation and rewarding shareholders

In the 12 months preceding the announcement of the rights issue, the Bank delivered a total shareholder return (TSR) exceeding 75%^[1] while remaining firmly focused on building long-term value for its shareholders. The rights issue enables shareholders to participate in the Bank’s growth strategy as it scales and further enhances profitability.

ADCB also reaffirms its guidance to pay c. AED 25 billion in dividends over the next five years – a 50% uplift compared to the previous 5-year period – underscoring its commitment to consistent and attractive shareholder returns.

[1] As at 4 September 2025

Rights Issue supported by the Bank’s majority shareholder

Mubadala Investment Company, the largest shareholder in the Bank, has confirmed that it plans to exercise all of its Rights to subscribe in full for its proportional entitlement of new shares pursuant to the rights issue, which is a testament to Mubadala’s support of the Bank’s future ambitions and strategic objectives.

Transaction details

The proposed rights issue will increase ADCB’s issued share capital from
AED7,319,947,010 to up to AED7,912,175,710 through the issuance of up to 592,228,700 new shares.

The new shares will be issued at AED10.30 per new share, comprising the nominal value of AED1.00 and a share premium of AED9.30 per new share. This represents a 30% discount to the closing share price of ADCB’s existing shares on the Abu Dhabi Securities Exchange (ADX) on 4 September 2025, the last trading day prior to the announcement of the planned rights issue.

The rights issue has received all necessary approvals from the Central Bank of the UAE and the Securities and Commodities Authority.

ISIN	Scrip Code
AER01775A253	ADCBRI25

Key transaction terms

Subscription price: AED 10.30 per new share

Offered shares:up to 592,228,700 new shares

Subscription ratio: Eligible shareholders will receive rights entitling them to subscribe for one new share for every 12.36 existing shares held

Key investment highlights

Solid market position
Third largest bank by assets in the UAE as at 30 September 2025

Resilient bank
AED 744 bn in total assets as at 30 September 2025 and robust liquidity

Diverse ownership
60.69% owned by Mubadala Investment Company coupled with a strong base of foreign shareholders

Clear strategic focus
Strategy in place to double net profit to AED 20 billion within five years

Customer-centric
A wide portfolio of market-leading products and services provided to over 2.3 million customers

Technology and AI supporting growth
Investments in Open Finance, AI-driven platforms and digital-first banking to strengthen competitive edge. Please visit adcb.com/ai for further information

Strong fundamentals and governance
High investment-grade credit ratings (S&P: A+/Stable/A-1 and Fitch: A+/Stable/F1) and ESG ratings (MSCI: AA, Sustainalytics: 14.3/Low risk)

Important Dates

Timeline for the ADCB rights issue

5 November 2025

Last day for new investors, and existing shareholders who wish to increase their allocation, to purchase existing ADCB shares and be eligible to receive rights. This allows the time needed for trade orders to settle on the ADX which operates on a T+2 basis

7 November 2025

Rights will be granted to all shareholders recorded on ADCB's share register at the ADX as of the close of trading on this 'record date'

10 November 2025 to
24 November 2025

Rights are tradable on the ADX during this period

18 November 2025 to
4 December 2025

Rights holders can subscribe for new shares during this period

By 11 December 2025

Allocation of new shares to subscribers

On or around
18 December 2025

Refunds to be issued (if applicable)

On or around
26 December 2025

Trading in the new shares is expected to begin on the ADX

9M’25 financial highlights

AED744 bn

Total assets (+17% YoY)

AED9.108 bn

Profit before tax (+18% YoY)

AED8.104 bn

Net profit after tax

AED401 bn

Net loans (+17% YoY)

AED482 bn

Customer deposits (+19% YoY)

14.7%

Return on average equity (post tax)

For more details, please click here

Frequently asked questions

What is a rights issue?

Why is ADCB launching a rights issue now?

What is a right? Is it different from a share?

Will new shares qualify for future dividends?

Is there a change to ADCB’s dividend guidance as a result of this rights issuance?

Which exchange is ADCB listed on and where will the rights be listed?

Who is eligible to receive rights?

Rights will be granted to all eligible ADCB shareholders at the close of trading on the ADX on 7 November 2025 (also known as the “record date” or the “eligibility date”). To be eligible:

Your name must appear in the ADCB’s share register held by the ADX at close of business on the record date; and
You must have an ADX investor number to receive and exercise rights or trade them.

Please note that in the case of new investors, or existing shareholders who wish to increase their allocation, purchase orders for shares must be executed at least two days prior to 7 November 2025, i.e. by 5 November 2025 to allow for settlement of trades on the ADX which operates on a T+2 basis.

How many new shares am I eligible for?

Eligible shareholders will receive rights entitling them to subscribe for one new share for every 12.36 existing ADCB shares held.

Your entitlement to rights will be calculated as at the close of trading on the ADX on the record date (7 November 2025). If the result of this calculation is not a whole number, the number of rights will be rounded down to the nearest whole number of rights and shareholders will not receive a right in respect of the fraction of any rights.

Will I receive fractional rights?

What is the record date?

What is the subscription ratio?

If the transaction is launched, how many shares must I own to receive rights?

If the transaction is launched, will I receive fractional rights?

What will my options be as a rights holder?

Subscribe to new shares by exercising some or all of your rights (including any additional rights purchased) during the share subscription period
Purchase additional rights on the ADX during the rights trading period
Sell some or all of your rights on the ADX during the rights trading period
Do nothing – your rights will lapse and your ownership interest in ADCB will be diluted (decrease)

What does “dilution” mean in this context?

I am a shareholder and want to increase my participation. Can I subscribe for more shares?

Yes. Existing shareholders who wish to increase their allocation should execute purchase orders for additional shares at least two days prior to 7 November 2025, i.e. by 5 November 2025 to allow for settlement of trades on the ADX which operates on a T+2 basis. Alternatively, rights may be purchased on the ADX during the rights trading period between 10 November 2025 and 24 November 2025, and exercised to subscribe for new shares during the share subscription period between 18 November 2025 and 4 December 2025.

I am not currently a shareholder. Can I participate?

Yes. To be eligible to receive rights, new investors must execute purchase orders for shares at least two days prior to 7 November 2025, i.e. by 5 November 2025 to allow for settlement of trades on the ADX which operates on a T+2 basis. Alternatively, rights may be purchased on the ADX during the trading period between 10 November 2025 and 24 November 2025, and exercised to subscribe for new shares during the subscription period between 18 November 2025 and 4 December 2025.

Can I buy rights?

Can I exercise only some of my rights?

Yes. You may exercise only a portion of your rights during the subscription period between 18 November 2025 and 4 December 2025, and either sell the remainder of your rights during the trading period between 10 November 2025 and 24 November 2025 or allow them to lapse. If rights are not exercised, they will automatically lapse after the subscription period and will have no value. Please note that unexercised rights will result in dilution of your ownership.

What is the subscription price?

Will shareholders receive a formal invitation to participate?

Yes. Eligible shareholders are sent formal invitations with details on entitlements, share subscription period, and how to exercise or sell rights. Full details on how to subscribe is available in the invitation to shareholders to subscribe for new shares ‘Invitation to Subscribe’, which is posted on this webpage. Relevant information is also published on the ADX.

How is the trading price of rights determined?

How do I subscribe for the new shares and what documents do I need?

During the share subscription period, between 18 November 2025 and 4 December 2025, rights holders can subscribe for new shares in one of the following ways: -

Through participating ADCB branches: Complete a subscription application form, provide your National Investor Number (NIN), Emirates ID or passport, and submit payment using a Manager’s Cheque or through a bank transfer. The list of available branches is provided below and in the Invitation to Subscribe
Through ADX e-services: Subscribe via the ADX website by providing your NIN and making a payment through the platform
Through the online portal for ADCB customers: Subscribe through the online portal on adcb.com/rightsissue and make a payment through the platform

Required documents include a valid NIN, original and copy of Emirates ID or passport (for retail shareholders), and relevant authorisations (for representatives, guardians or corporate entities). Full details of accepted payment methods and cut-off times will be announced before subscription opens.

Please note that if a non-resident shareholder faces any difficulties in subscribing through these channels, the subscription application form may be emailed to [email protected]. Instructions for payment are provided on the subscription application form which is available at adcb.com/rightsissue.

Which ADCB branches are open for subscription?

AREA	BRANCH	ADDRESS
Abu Dhabi	Reem Mall	Reem Mall, Ground floor, Al Reem Island
Abu Dhabi	Abu Dhabi Main	Intersection of Sheikh Zayed Bin Sultan Street - Zayed the first street
Al Ain	Hazza Bin Zayed (Al Ain)	Hamdan Bin Mohammad Street - Al Ain
Al Dhafra	Ruwais	Sheikh Zayed Road - Al Dhannah City - Central Market - Al Ruwais
Al Dhafra	Zayed Town	Sheikha Salama Bint Butti Road - Madinat Zayed - ADCB Building
Dubai	Al Riggah	Al Rigga Street - Near Al Rigga Metro station
Dubai	Dubai Mall	Financial Centre Road - Dubai Mall
Dubai	Business Bay	Business Bay Area - Intersection of Al Saada Street and Khaleej Al Tejari 1st Street - Bay Gate Tower
Sharjah	Al Zahiya (Mall)	Sheikh Mohammed Bin Zayed Street - Al Zahia City Centre
Northern Emirates	Ajman	Al Rashidiya Area - Al Ittihad Street
Northern Emirates	RAK Branch (Mall)	Bin Daher Street - Al Naeem Mall
Northern Emirates	Fujairah	Hamad Bin Abdulla Street - Near ADNOC Service Station - Fujairah

What is the allotment policy?

Subject to the ‘ownership limitations’ and ADCB’s articles of association, new shares will be allocated in the following order of priority:

First, to eligible persons who apply to purchase new shares up to the number of rights they hold at the end of the rights trading period.
Second, if any new shares remain unsubscribed after that, they will be offered to eligible persons who have applied to purchase additional shares beyond their existing rights.

Any additional new shares applied for will be allocated after all entitlements under the first category have been satisfied and will be distributed on a pro rata basis (in proportion to the number of additional shares each person has requested compared to the total number of additional shares requested by all such applicants).

If there are insufficient new shares available to meet all requests, applications will be scaled back accordingly. This means that applicants may receive fewer additional shares than they applied for, and there is no guarantee that they will receive the full number requested. No eligible person will receive more new shares than the total number they subscribed for during the subscription period.

Frequently asked questions

For the full list of frequently asked questions, click here.

Key documents

Prospectus

Contact us

Please contact ADCB contact centre on
600 50 2030 or ADCB Investor Relations at [email protected] or participating branches.

A shared vision for Abu Dhabi

Abu Dhabi Finance Week serves as a global stage for the emirate’s economic vision, one that is forward-looking, inclusive, and built on strong partnerships. Through its collaboration with ADGM, ADCB stands alongside Abu Dhabi’s

To learn more, click here. By clicking the link, you will be redirected to a third-party website.

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ADCB Rights Issue Overview

Accelerating ADCB’s organic growth

Rationale for the capital increase

Strong momentum as ADCB delivers outperformance

Strengthening capital ahead of regulatory changes

Focused on value creation and rewarding shareholders

Rights Issue supported by the Bank’s majority shareholder

Transaction details

Key transaction terms

Key investment highlights

Important Dates

Timeline for the ADCB rights issue

9M’25 financial highlights

Frequently asked questions

Frequently asked questions

Key documents

Contact us

A shared vision for Abu Dhabi

Text Style

Colors

Text to voice

ADCB Rights Issue Overview

Accelerating ADCB’s organic growth

Rationale for the capital increase

Strong momentum as ADCB delivers outperformance

Strengthening capital ahead of regulatory changes

Focused on value creation and rewarding shareholders

Rights Issue supported by the Bank’s majority shareholder

Transaction details

Key transaction terms

Key investment highlights

Important Dates

Timeline for the ADCB rights issue

9M’25 financial highlights

Frequently asked questions

Frequently asked questions

Key documents

Contact us

A shared vision for Abu Dhabi

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