Securities and Commodities Authority
Ref:
Date:
206/2017
12/03/2017
Certificate of Declaration of Merger between the National Bank of Abu Dhabi (PJSC)
and the First Gulf Bank (PJSC)
Having reviewed the Federal Law No. 2 of 2017 regarding the Commercial Companies, and pursuant to
the special resolution issued by the two General Assemblies of the shareholders of both National Bank
of Abu Dhabi (PJSC) and First Gulf Bank (PJSC), held on December 7th, 2016 on the approval of the
merger between the two banks,
And based on the request of National Bank of Abu Dhabi (PJSC) and First Gulf Bank (PJSC) to publish the
merger declaration in accordance with the resolutions of the two General Assemblies referred to above
and in accordance with the provisions of the Law;
It was decided that:
Article (1)
The merger between the National Bank of Abu Dhabi (PJSC) and First Gulf Bank (PJSC) via integration in
accordance with the provisions of Federal Law No. 2 of 2017 regarding the Commercial Companies.
Article (2)
Dissolution of the First Gulf Bank (PJSC) and the expiry of its commercial personality, and be replaced by
the National Bank of Abu Dhabi as the (PJSC) as the Merger Bank. The Merger Bank shall replace the
First Gulf Bank (PJSC) in all its rights and liabilities. All movable and immovable assets and funds,
properties, trade names, trademarks, licenses, shares in subsidiaries, securities and instruments
programs, and liabilities of the First Gulf Bank (PJSC) shall be vested into the National Bank of Abu Dhabi
(PJSC), which shall be the legal successor of the First Gulf Bank (PJSC) in all of the above.
Article (3)
Amendment of the texting of the memorandum of articles of the National Bank of Abu Dhabi (PJSC) to
be read as follows:
1- Articles (1): Definition of Parties:
“Related Parties”: chairman, board members, executive board members of the Bank higher
management and companies where any of these owns 30% at least of capital as well as
subsidiaries, sister or allied companies.
2- To add the definition of “Transactions” to Article (1):
“Transactions”: Transactions or contracts entered into by the Bank that are not part of the
Bank's main activity or which include detailed terms that the Bank does not normally grant to its
clients. And any other transactions determined by the Securities and Commodities Authority
from time to time by resolutions, instructions or circulars issued by it.
3- Text of Article (6)
The share capital of the Bank shall be ‎(AED 10.897.545.318) Ten Billion Eight ‎Hundred Ninety
Seven Million Five Hundred ‎Forty Five Thousand and Three Hundred Eighteen Dirhams
divided ‎into (10.897.545.318) Ten Billion Eight ‎Hundred Ninety Seven Million Five Hundred ‎Forty
Five Thousand and Three Hundred Eighteen shares with a ‎nominal value of (1) one dirham
each ‎all of which has been fully paid in cash”.
4- Text of Article (17)
1- The Bank shall be managed by a Board ‎of Directors consisting of nine ‎members elected by the
General Meeting through cumulative secret ballot, subject to the provisions of articles no. 148
of the law no. (2) of 2015 regarding the commercial companies. In all cases, the majority of the
board members; including the board chairman, shall be UAE national.
2- The Board of Directors may allocate a number of seats to independent members to be
elected by the General Meeting of the Bank through cumulative secret ballot of those who meet
the conditions of independence determined by the Board of Directors by a decision issued
thereby.
5- Text of Article (18)
The Board may at its absolute discretion and without prejudice to the relevant applicable
legislation in the Country, issue such resolution to regulate the corporate governance at the
Bank.
6- Text of Article (58)
The Bank must not enter into Transactions with Related Parties without the consent of the
Board of Directors in cases where the value does not exceed (5%) of the Bank’s capital, and with
the approval of the general assembly where such percentage threshold is exceeded. The Bank is
not permitted not allowed to conclude Transactions that exceed (5%) of the issued share capital
unless it has obtained an evaluation of the Transaction by an assessor certified by the Authority.
A Related Party to a Transaction may not participate in voting in terms of the decision taken by
the Board of Directors or the general assembly in respect of this Transaction.
Article (4)
To increase the capital of the National Bank of Abu Dhabi (PJSC) amounting to (5.643.000.000) Five
Billion Six ‎Hundred Forty Three Million dirhams in return for a share swap, with First Gulf Bank (PJSC)
shareholders receiving 1.254 new NBAD shares for each FGB share they hold.
Article (5)
To delist the shares of the First Gulf Banks form the Abu Dhabi Securities Exchange, and to list the
increase in the National Bank of Abu Dhabi shares in favor of the Shareholders of the First Gulf Bank
with effect from the closure of trading session of the Abu Dhabi Securities Exchange on Thursday March
30th, 2017.
Article (7)
This certificate shall be published in the Official Gazette and shall be effective as of the closure of trading
session of the Abu Dhabi Securities Exchange on Thursday March 30th, 2017.
/ signed /
Obeid Saif Al Za’abi
Acting CEO