Abu Dhabi, 08 September 2025: The Board of Directors of Abu Dhabi Commercial Bank PJSC (“ADCB” or the “Bank”) has approved 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 will serve the interests of the Bank and its shareholders by enhancing capacity to achieve significant asset growth, whilst remaining ahead of evolving regulatory requirements as the Bank continues to focus on delivering strong and sustainable returns.

The proposed rights issue will increase ADCB’s issued capital from AED 7,319,947,010 up to AED 7,912,175,710 through the issuance of up to 592,228,700 new shares. Subject to obtaining all necessary regulatory and shareholder approvals, the new shares will be issued at an issue price of AED 10.3 per new share, reflecting the nominal value of AED 1.00 per new share and a share premium of AED 9.3 per new share. This represents a discount of 30% to the closing share price of ADCB’s shares on the Abu Dhabi Securities Exchange as of 4 September 2025.

Mubadala Investment Company PJSC, the majority shareholder in ADCB, has confirmed its full support for the Board of Director’s endorsement to the General Assembly to approve the capital increase through rights issuance and its commitment as an existing shareholder to subscribe in full for its proportional entitlement of the offered shares, which is a testament to Mubadala’s support of the Bank’s future ambitions.

Focused on value creation and rewarding shareholders

Over the past 12 months, the Bank has delivered a total shareholder return (TSR) exceeding 75% while remaining firmly focused on building long-term value for its shareholders. The rights issue will allow shareholders to participate in the Bank’s growth strategy as it scales and further enhances profitability. At the same time, ADCB reaffirms its dividend guidance of c. AED 25 billion in distributions over the next five years – a 50% uplift over the previous 5-year period – underscoring its commitment to deliver consistent and attractive shareholder returns.

Strong momentum as ADCB delivers outperformance

Under the leadership of the Board and its management team, ADCB has significantly scaled its operations and profitability since 2020. Total assets have increased by 77% in the last five years, surpassing the AED 700 billion milestone as at June 2025. In the first half of 2025, ADCB exceeded internal targets, marking its 16th consecutive quarter of profit-before-tax growth – a testament to its disciplined execution of strategy. The rights issue will build on this momentum as the Bank advances its ambitious strategy to double net profit to AED 20 billion within five years, while delivering an annual return on equity above 15% each year.

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 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.

The General Assembly meeting for shareholders to vote on the proposed rights issue will be held on 13 October 2025, subject to regulatory approvals. ADCB will announce the full terms and timetable for the rights issue, including the ex-rights date and subscription period, following approval from the Central Bank of the UAE, the Securities and Commodities Authority (SCA) and shareholders.

Cautionary statement on forward-looking information

This announcement contains forward-looking statements about ADCB that are based on management’s current expectations, estimates and projections about ADCB’s business, prospects, financial position and results, and the industry in which ADCB operates. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” ”guidance,” “focus,” “on schedule,” “on track,” "is slated,” “goals,” “objectives,” “strategies,” “opportunities,” and similar expressions are intended to identify such forwardlooking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the control of ADCB and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, ADCB and its respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in its expectations or any change in events conditions or circumstances on which such statements are based.

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of ADCB to proceed with any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever.

The distribution of this announcement and other information in connection therewith or herewith in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain, constitute or form a part of any offer of, or the solicitation of an offer to buy or subscribe for, or otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or Saudi Arabia, or in any jurisdiction in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable United States state law.

In the United Kingdom, this announcement is for distribution only to, and is directed only at, persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended, (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has not been reviewed, verified, approved and/or licensed by, or filed with, the Central Bank of the United Arab Emirates, the Securities and Commodities Authority of the United Arab Emirates and/or any other relevant licensing authority in the United Arab Emirates, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the United Arab Emirates, including the Financial Services Regulatory Authority, a regulatory authority of the Abu Dhabi Global Market, and the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre, or any other authority in any other jurisdiction. No marketing of any financial products or services has been or will be made from within the United Arab Emirates other than in compliance with the laws of the United Arab Emirates.