Annual General Assembly

Annual General Assembly

AGA 2019

To hear and approve the Board of Directors' report on the Bank’s activities and financial statements for the year ended 31/12/2018.
To hear and approve the report of the external auditors of the Bank for the year ended 31/12/2018.
To hear and approve the Internal Sharia Supervisory Board’s report in respect of the Bank’s Islamic banking window for the year ended 31/12/2018.
To discuss and approve the audited balance sheet and the profit and loss account of the Bank for the year ended 31/12/2018.
Appoint the members of the Internal Sharia Supervisory Board for the Bank’s Islamic banking window.
To consider and approve the Board of Director’s proposal to distribute cash dividends to shareholders for the year 2018 in a sum equal to 46% of the Bank’s capital amounting to AED 2,391,186,356.
Approved
To determine and approve the Board of Directors’ remuneration for 2018.
To absolve the members of the Board of Directors of the Bank from liability for their work during the year ended 31/12/2018 or to dismiss them and pursue them as the case may be.
Approved
To absolve the external auditors of the Bank from liability for their work during the year ended 31/12/2018 or to dismiss them and pursue them as the case may be.
Approved
Appointment or reappointment of three members of the Board of Directors, nominated by the Abu Dhabi Investment Council, for the period up to effective date of the Merger.
Approval of the proposed merger (the Merger) of Abu Dhabi Commercial Bank (ADCB) and Union National Bank PJSC (UNB) to be effected by way of a merger pursuant to Article 283(1) of UAE Federal Law No. 2 of 2015 Concerning Commercial Companies (the Law), through the issuance of 0.5966 new shares in ADCB for every one share in UNB, subject to the terms and conditions of the Merger including the dissolution of UNB on the effective date of the Merger.
Approved
Approval of the terms of the Merger agreement entered into between ADCB and UNB in accordance with Article 285(1) of the Law.
Approved
Approval of the following resolutions and the consequential amendments to ADCB's Articles of Association upon the Merger being effective:
(a) the increase of the issued share capital of ADCB from AED 5,198,231,209 to AED 6,839,732,296 subject to the terms and conditions of the Merger and with effect from the Merger becoming effective;
(b) the amendment of Article 6(1) of ADCB's Articles of Association to reflect the increase of share capital of ADCB described in (a) above; and
(c) subject to approval of the concerned authorities, the approval of the amended Articles of Association of ADCB as published on the Bank's website and uploaded to the Abu Dhabi Securities Exchange portal.
Approved
The approval of the appointment of 11 members to the Board of Directors of ADCB, subject to the terms and conditions of the Merger for a term of three years and with effect from the Merger becoming effective.
The approval of the issuance by ADCB of a mandatory convertible bond to the shareholder of Al Hilal Bank PJSC as the acquisition price to be paid by ADCB to acquire the entire issued share capital of Al Hilal Bank PJSC (the Acquisition). Such mandatory convertible bond shall be converted into up to 117,647,058 new shares in ADCB and the issued share capital of ADCB shall be increased up to AED 6,957,379,354 on conversion of such mandatory convertible bond.
Approved
To approve the re-appointment of Deloitte as auditors for the entity resulting from the Merger for the financial year 2019.
Issue tier capital instruments (including additional tier 1 capital or subordinated tier 2 capital) notes/bonds or trust certificates with an aggregate face amount of up to U.S.$ 1 billion for the purposes of strengthening ADCB’s capital adequacy ratio after obtaining the approval of the SCA. The capital instruments shall include the terms and conditions required by the UAE Central Bank of the United Arab Emirates, including, in relation to additional tier 1 capital instruments, the following features: subordination; coupon/profit non-payment events; and non-viability and write-down provisions.
Approved
The authorization of the Board of Directors of ADCB, or any person so authorized by the Board of Directors, to adopt any resolution or take any action as may be necessary to implement any of the above resolutions, including, without limitation, to: (a) approach the Central Bank for confirmation and registration of the amendments to ADCB's Articles of Association as prescribed by Decretal Federal Law No. 14 of 2018; (b) apply for a certificate to be issued by the Securities and Commodities Authority to declare the merger of ADCB and UNB, the increase in share capital of ADCB in connection with the Merger and Acquisition (as contemplated in Special Resolutions 3(a) and 5 above); (c) apply for the listing of new ordinary shares of the Company on the Abu Dhabi Securities Exchange; and (d) correspond and negotiate with any person, entity (official or otherwise) within and outside the UAE, adopt such resolutions and take any such action as may be necessary to obtain the necessary approvals to effect the Merger and the Acquisition.
Approved

AGA 2018 Results

To hear and approve the Board of Directors' report on the bank’s activities and financial statements for the year ended 31/12/2017.
To hear and approve the External Auditors’ report for the year ended 31/12/2017.
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2017.
To consider and approve the Board of Director’s proposal to distribute cash dividends to shareholders for the year 2017 in a sum equal to 42% of the Bank’s capital.
Approve
To absolve the Board members from liability for their work during the year ended 31/12/2017.
Absolved
To absolve the External Auditors from liability for their work during the year ended 31/12/2017.
Absolved
To determine the Board members’ remuneration for 2017.
Approved
To appoint external auditors for the year 2018 and to determine their fees for the same year.
Election or re-election of four members of the Board of Directors.

AGA 2017

AGA 2017 Results

To hear and approve the Board of Directors' report on the bank’s activities and financial statements for the year ended 31/12/2016.
To hear and approve the External Auditors’ report for the year ended 31/12/2016.
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2016.
To consider and approve the Board of Director’s proposal to distribute cash dividends to shareholders for the year 2016 in a sum equal to 40% of the Bank’s capital.
Approved
To absolve the Board members from liability for their work during the year ended 31/12/2016.
Absolved
To absolve the External Auditors from liability for their work during the year ended 31/12/2016.
Absolved
To determine the Board members’ remuneration for 2016.
Approved
To appoint external auditors for the year 2017 and to determine their fees for the same year.
Re-appointed
Appointment of (three) members of the Board of Directors nominated by Abu Dhabi Investment Council.
Re-appointed
To approve the amendment of the Bank’s articles of association following the cancellation of 397,366,172 shares acquired by the Bank during its buyback period, under which the last buy transaction was executed on 6 January 2015. Following the cancellation, the issued capital stated in the articles of association shall be 5,198,231,209 shares.
Approved
To approve the Bank’s scheme designed to encourage staff to hold shares in the Bank, subject to SCA approval.
Withdrawn
To authorize the Bank’s Board of Directors to approve the grant of options to subscribe for up to 7,000,000 new shares to eligible employees under the scheme referred to in Resolution 11, and, on satisfaction of the vesting conditions, exercise of the options and publication of the Bank’s articles of association approved at its 2016 annual general assembly, to issue such shares, provided (a) there shall be no requirement for these new shares to be offered first to other shareholders (as permitted pursuant to article 226 of the Commercial Companies Law and article 7 (7) of the Bank’s articles of association approved at its 2016 annual general assembly), (b) such authorization shall expire on 7th March 2018 and (c) the price for such issuance shall be determined in accordance with the rules of the scheme referred to in Resolution 11, subject to SCA approval.
Withdrawn

AGA 2016

AGA 2016 Results

To hear and approve the Board of Directors' report on the bank’s activities and financial statements for the year ended 31/12/2015
Approved
To hear and approve the External Auditors’ report for the year ended 31/12/2015
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2015
To consider and approve the Board of Director’s proposal to distribute cash dividends to shareholders for the year 2015 in a sum equal 45 % of the Bank’s capital
Approved
To absolve the Board members from liability for their work during the year ended 31/12/2015 or to dismiss them and pursue them as the case may be
Approved
To absolve the External Auditors from liability for their work during the year ended 31/12/2015 or to dismiss them and pursue them as the case may be
Approved
To determine the Board members’ remuneration for 2015
Approved
To appoint external auditors for the year 2016 and to determine their fees for the same year
Re-appointed
Appointment or re-appointment of members of the Board of Directors as notified by Abu Dhabi Investment Council
Re-appointed
Approval for Mr. Mohamed Al Dhaheri to continue as a Board member notwithstanding his appointment as a Board member of another bank operating in the Emirate for the purposes of Article 152 of the Commercial Companies Law and the Bank’s articles of association
Approved
To cease transfers to the Bank’s legal reserve, pursuant to Article 239 of the Commercial Companies Law and Article 80 of the Bank’s articles of association
Approved
To consider and approve the amendment of the Bank’s Memorandum & Articles of Association to, amongst other things, conform to Federal Law No (2) of 2015, subject to the concerned authorities
Approved
To grant approval for the Bank to make contributions for charitable and other socially responsible purposes pursuant to Article 242 of the Commercial Companies Law
Approved

AGA/EGM 2015 - Results

AGM

To hear and approve the Board of Directors' report on the bank's activities and financial statements for the year ended 31/12/2014.
Approved
To hear and approve the External Auditors' report for the year ended 31/12/2014.
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2014.
To consider and approve the Board of Director's proposal to distribute cash dividends to shareholders for the year 2014 in a sum equal 40% of the Bank's capital.
Approved
To absolve the Board members and the External Auditors from liability for their work during the year ended 31/12/2014.
Approved
To determine the Board members' remuneration for 2014.
Approved
To appoint external auditors for the year 2015 and to determine their fees for the same year.
Approved
Election or re-election of four members of the Board of Directors.

AGA/EGM 2014 - Results

AGM

To hear and approve the Board of Directors' report on the bank's activities and financial statements for the year ended 31/12/2013.
Approved
To hear and approve the External Auditors' report for the year ended 31/12/2013.
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2013.
To consider and approve the Board of Director's proposal to distribute cash dividends to shareholders for the year 2013 in a sum equal 30% of the Bank's capital.
Approved
To absolve the Board members and the External Auditors from liability for their work during the year ended 31/12/2013.
Approved
To determine the Board members' remuneration for 2013.
Approved
To appoint external auditors for the year 2014 and to determine their fees for the same year.
Reappointed / Approved
Appointment or reappointment of one-third of the Board of Directors, by Abu Dhabi Investment Council pursuant to its rights under the Bank's Articles of Association.

EGM

That the Articles of Association of the Bank be amended by adopting the below amendments (to be added at article 5) subject to the approval of the relevant authorities.
Approved

AGM 2013 - Results

AGM

To hear and approve the Board of Directors' report on the bank's activities and financial statements for the year ended 31/12/2012.
Approved
To hear and approve the External Auditors' report for the year ended 31/12/2012.
To discuss and approve the audited Balance Sheet and the Profit and Loss Account for the year ended 31/12/2012.
To consider and approve the Board of Director's proposal to distribute cash dividends to shareholders for the year 2012 in a sum equal 25% of the Bank's capital (of which 20% shall be considered 'ordinary dividend' and 5% shall be considered a 'special dividend').
Approved
To absolve the Board members and the External Auditors from liability for their work during the year ended 31/12/2012.
Approved
Determine the Board members' remuneration.
Approved
To appoint external auditors for the year 2013 and to determine their fees for the same year.
Approved
Appointment or reappointment of one-third of the Board of Directors, by Abu Dhabi Investment Council pursuant to its rights under the Bank's Articles of Association.
Approved

AAGA/EGM 2012 - Results

ADCB held its 27th Annual General Meeting and an Extra Ordinary General Meeting on Tuesday 24th April 2012 in the Park Hyatt Hotel, Saadyat Island, Abu Dhabi. The meeting was attended by ADCB's Chairman and members of the Board of Directors, Chief Executive Officer and members of the Executive Management team. The meeting was also attended by prominent shareholders and media representatives.

CEO's video presentation - AGM 2012

2011 Annual Report and Accounts View Online . Download PDF

AGM

Board of Directors' report
External Auditors' report
The Audited Balance sheet and Profit and Loss Account for the year ended 31/12/2011
To consider and approve the Board of Director's proposal to distribute cash dividends to shareholders for the 2011 year in a sum equal 20% of the Bank's capital
Approved
To absolve the Board members from liability for their work during the year ended 31/12/2011and determine the Board members' remuneration for the same year
Approved
To absolve the External Auditors from liability for their work during the year ended 31/12/2011, to appoint external auditors for the year 2012 and to determine their fees for the same year.
Approved & reappointed
Election or re-election of four members of the Board of Directors
Elected

EGM

To consider and approve the buyback of a percentage of the Bank shares up to 10%
Approved
Amendment of the Articles of Association
Approved

AGA/EGM 2011 - Results

AGM

Board of Directors' report
External Auditors' report
The Audited Balance sheet and Profit and Loss Account for the year ended 31/12/2010
To absolve the Board members from liability for their work during the year ended 31/12/2010 and determine the Board members remuneration for the same year.
Approved
To absolve the External Auditors from liability for their work during the year ended 31/12/2010, appoint external auditors for the year 2011 and determine their fees for the same year.
Approved
Appointment or reappointment of one-third of the Board of Directors, by Abu Dhabi Investment Council pursuant to its rights under the Bank’s Articles of Association
Approved

EGM

The Articles of Association of the Bank be amended by adopting the amended Articles of Association in the printed document submitted to the meeting and subject to the approval of the relevant authorities.
Approved

AGM/EGM 2010 - Results

AGM

Board of Directors' report
External Auditors' report
The Audited Balance sheet and Profit and Loss Account for the year ended 31/12/200
The Bank's Remuneration Principles
To absolve Board Members from liabilities for the work conducted by them as Directors of the Bank in 2009
Approved
To absolve external Auditors from liability for their work conducted during year 2009 and being reappointed for the financial year 2010
Approved
Re-appointment / electing 1/3 of Board Members

EGM

Articles of association