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Shareholder Circular

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Shareholder Circular THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, it is recommended that you seek your own independent financial advice from your stockbroker, accountant or other appropriate independent financial adviser. If you have sold or otherwise transferred all of your ADCB Shares or UNB Shares, please send this document as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into or to any Restricted Jurisdiction. If you have sold or transferred only part of your holding of ADCB Shares or UNB Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document is not being published or distributed, and should not be forwarded or transmitted, in or into or to any Restricted Jurisdiction. Implementation of the Combination is conditional upon, amongst other things, each of special resolutions 1 to 6 (inclusive), and 8 set out in the notice of the ADCB GM (set out in Annex I to this document) receiving a vote in favour by holders of the requisite majority of ADCB Shares represented at the ADCB GM and each of special resolutions 1 to 5 (inclusive) set out in the notice of the UNB GM (set out in Annex II to this document) receiving a vote in favour by holders of the requisite majority of UNB Shares represented at the UNB GM (together the Combination Resolutions). The conditions to, and process for, implementing the Combination are set out in full in Section 10 of this document. Shareholder Circular in respect of the merger of Abu Dhabi Commercial Bank PJSC and Union National Bank PJSC by way of a merger pursuant to Article 283(1) of the UAE Federal Law No. 2 of 2015 Concerning Commercial Companies and the subsequent acquisition by Abu Dhabi Commercial Bank PJSC of the entire issued share capital of Al Hilal Bank PJSC For a discussion of certain risk factors which should be taken into account when considering whether to vote in favour of the Combination Resolutions to be considered at the ADCB GM and the UNB GM, see Section 8 of this document. Unless the context requires otherwise, capitalised terms used in this document have the meanings given in Appendix 1 of this document. References to times and dates in this document are to Abu Dhabi time and the Gregorian calendar, respectively, unless otherwise stated. Notices of the ADCB GM, to be held on the 23rd Floor, at ADCB Head Office Building (intersection of Sheikh Zayed Street with Electra Street), in Abu Dhabi at 12:00 pm on 21 March 2019, and the UNB GM, to be held at Four Seasons Hotel - Al Maryah Ballroom, in Abu Dhabi at 2:00 pm on 21 March 2019, are set out in Annex I and Annex II, respectively, to this document. The approval of the Securities and Commodities Authority permitting the publication of this document does not constitute an endorsement of the merits of the Merger or Acquisition, or of the accuracy, completeness or adequacy of the information contained herein. The Securities and Commodities Authority accepts no responsibility or liability for any damages or losses suffered or incurred by any person as a result of reliance on this document or any part thereof. Members of the ADCB Board are jointly and severally responsible for the correctness of the information and data relating to ADCB contained in this document. Members of the UNB Board are jointly and severally responsible for the correctness of the information and data relating to UNB contained in this document. The ADCB Board and the UNB Board each confirm that, after due diligence and reviews, there is no omission of any facts or material information the inclusion of which may result in any statement contained herein to be misleading or which may adversely impact the investment decision with respect to the Merger or the Acquisition. CONTENTS SECTION 1. JOINT LETTER FROM THE CHAIRMEN OF ADCB AND UNB . 6 2. GENERAL INFORMATION . 7 3. INFORMATION ABOUT THE COMBINED GROUP . 15 4. INFORMATION ABOUT ADCB . 18 5. INFORMATION ABOUT UNB . 26 6. INFORMATION ABOUT AL HILAL . 31 7. HISTORICAL FINANCIAL INFORMATION . 36 8. RISK FACTORS . 46 9. ADDITIONAL INFORMATION . 66 10. TERMS AND CONDITIONS OF THE COMBINATION . 76 APPENDIX I DEFINITIONS . 79 ANNEX I ADCB NOTICE OF GENERAL ASSEMBLY MEETING . 83 ANNEX II UNB NOTICE OF GENERAL ASSEMBLY MEETING . 86 ANNEX III BARCLAYS FAIRNESS OPINION . 89 ANNEX IV JPM FAIRNESS OPINION . 94 i (This page has been left blank intentionally.) IMPORTANT NOTICE Statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and the publication of this document (or any action taken pursuant to it) shall not give rise to any implication that there has been no change in the facts or affairs of ADCB, UNB or Al Hilal Bank as set out in this document since such date. Nothing contained in this document is intended to be or shall be deemed to be a forecast, projection or estimate of the future financial performance of ADCB, UNB, Al Hilal Bank or the Combined Bank and no statement in this document should be interpreted to mean that earnings per share for current or future financial periods of ADCB, UNB, Al Hilal Bank or the Combined Bank will necessarily match or exceed historical published earnings per share. No person has been authorised to give any information or to make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by ADCB, UNB, Al Hilal Bank, Barclays, JPM or any of the other advisers in connection with the Combination. No person should construe the contents of this document as legal, financial or tax advice. If you are in any doubt as to the action you should take, it is recommended that you seek your own independent financial advice from your stock broker, accountant or other appropriate independent financial adviser. This document will not be posted to ADCB Shareholders or UNB Shareholders but copies can be obtained (without charge) from the head office of ADCB and the head office of UNB, from the ADCB/UNB/Al Hilal Bank merger site at www.beyondambition.com and from each of ADCB’s, UNB’s or Al Hilal Bank’s websites at www.adcb.com, www.unb.com and www.alhilalbank.ae respectively. Except in respect of the foregoing and each of ADCB’s, UNB’s and Al Hilal Bank’s financial statements for the financial years ended 31 December 2017 and 31 December 2018, neither the content of any website of ADCB (at www.adcb.com), UNB (at www.unb.com) or Al Hilal Bank (at www.alhilalbank.ae) nor the content of any website accessible from hyperlinks on any of such websites is incorporated into, or forms part of, this document and no person accepts any responsibility for the contents of such websites. Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, and which is regulated in the DIFC by the Dubai Financial Services Authority, is acting exclusively as financial adviser to ADCB and for no one else in connection with the Combination and will not be responsible to anyone other than ADCB for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Combination, the content of this document or any other matter referred to in this document. J.P. Morgan Securities plc, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to UNB and for no one else in connection with the Combination and will not be responsible to anyone other than UNB for providing the protections afforded to clients of JPM or for providing advice in relation to the Combination, the content of this document or matters referred to in this document. JPMorgan Chase Bank N.A Dubai Branch is regulated by the Dubai Financial Services Authority. None of the Financial Advisers have verified the information contained in this document. Accordingly, (a) no representation or warranty is made or implied by any of the Financial Advisers or any of their respective affiliates and (b) (other than Barclays in respect of the fairness opinion set out in Annex III to this document (which such fairness opinion is issued on the basis of the terms and assumptions set out therein) and JPM in respect of the fairness opinion set out in Annex IV to this document (which such fairness opinion is issued on the basis of the terms and assumptions set out therein)) none of the Financial Advisers or any of their respective affiliates accept any responsibility as to the accuracy or completeness of the information contained in this document. This is an unofficial English translation of the formal shareholder circular published in the Arabic language. No reliance should be placed on this English translation which may not entirely reflect the official Arabic language shareholder circular, save in relation to the fairness opinions from Barclays and JPM which appear at Annex III and Annex IV to this document respectively, in relation to each of which the English language version is the binding version and will prevail over any Arabic or other translation of the same prepared for convenience purposes, whether in the event of inconsistency or otherwise.
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