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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 stock broker, accountant or other appropriate independent financial advisor. Implementation of the Merger is conditional upon, amongst other things, each of the resolutions set out in the notice of the NBAD GM (set out in Annex I to this document) receiving a vote in favour by holders of the requisite majority of NBAD Shares represented at the NBAD GM and each of the resolutions set out in the notice of the FGB GM (set out in Annex II to this document) receiving a vote in favour by holders of the requisite majority of FGB Shares represented at the FGB GM. The conditions to, and process for, implementing the Merger are set out in full in Section 9 of this document. This document is not being published or distributed, and should not be forwarded or transmitted, in or into or to any Restricted Jurisdiction. 17OCT201602590076 17OCT201602585175 Shareholder Circular in respect of the Merger of National Bank of Abu Dhabi PJSC and First Gulf Bank PJSC by way of a merger pursuant to Article 283(1) of the UAE Federal Law No. 2 of 2015 Concerning Commercial Companies For a discussion of certain risk factors which should be taken into account when considering whether to vote in favour of the resolutions to be considered at the NBAD GM and the FGB GM, see Section 7 of this document. Unless the context otherwise requires, 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 NBAD GM, to be held at The St. Regis Abu Dhabi, Nation Tower, Corniche, P.O. Box 60476, Abu Dhabi, United Arab Emirates at 4.00 pm on 7 December 2016, and the FGB GM, to be held at The St. Regis Abu Dhabi, Nation Tower, Corniche, P.O. Box 60476, Abu Dhabi, United Arab Emirates at 5.30 pm on 7 December 2016, are set out in Annex I and Annex II, respectively, to this document. CONTENTS SECTION PAGE 1. JOINT LETTER FROM THE CHAIRMEN OF NBAD AND FGB ................ 5 2. GENERAL INFORMATION ............................................. 6 3. INFORMATION IN RELATION TO THE COMBINED GROUP ................. 11 4. INFORMATION IN RELATION TO NBAD ................................. 13 5. INFORMATION IN RELATION TO FGB .................................. 20 6. HISTORICAL FINANCIAL INFORMATION ................................ 29 7. RISK FACTORS ...................................................... 38 8. ADDITIONAL INFORMATION .......................................... 47 9. TERMS AND CONDITIONS OF THE MERGER ............................. 63 APPENDIX I DEFINITIONS ................................................ 65 ANNEX I NBAD NOTICE OF GENERAL ASSEMBLY MEETING ................... 67 ANNEX II FGB NOTICE OF GENERAL ASSEMBLY MEETING .................... 70 ANNEX III CREDIT SUISSE FAIRNESS OPINION ............................... 72 ANNEX IV UBS FAIRNESS OPINION ........................................ 75 i 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 NBAD or FGB 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 NBAD or FGB and no statement in this document should be interpreted to mean that earnings per share for current or future financial periods of NBAD or FGB 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 NBAD, FGB, UBS, Credit Suisse or any of the other advisers in connection with the Merger. 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 NBAD Shareholders or FGB Shareholders but copies can be obtained (without charge) from the offices of each of NBAD (in the case of NBAD Shareholders) and FGB (in the case of FGB Shareholders), from the NBAD/FGB merger site at www.bankfortheuae.com and from each of NBAD’s and FGB’s websites at www.nbad.com and www.fgbgroup.com respectively. Except in respect of the foregoing and NBAD’s and FGB’s financial statements for the financial years ended 31 December 2014 and 31 December 2015 and for the three month period ended 31 March 2016 and the six month period ended 30 June 2016, neither the content of any website of NBAD or FGB 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. Credit Suisse (Hong Kong) Limited is acting exclusively as financial adviser to NBAD and for no one else in connection with the Merger and will not be responsible to anyone other than NBAD for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Merger, the content of this document or matters referred to in this document. Furthermore, the written opinion of Credit Suisse set out in Annex III to this document, addressed solely to the NBAD Board, and rendered in connection with such engagement, does not constitute a recommendation to any NBAD Shareholder as to any action that a NBAD Shareholder should take relating to the Merger. Credit Suisse (Hong Kong) Limited is licensed and regulated by the Securities and Futures Commission in Hong Kong. UBS AG (London Branch) is acting exclusively as financial adviser to FGB and for no one else in connection with the Merger and will not be responsible to anyone other than FGB for providing the protections afforded to clients of UBS or for providing advice in relation to the Merger, the content of this document or matters referred to in this document. Furthermore, the written opinion of UBS set out in Annex IV to this document, addressed solely to the FGB Board, and rendered in connection with such engagement, does not constitute a recommendation to any FGB Shareholder as to any action that a FGB Shareholder should take relating to the Merger. UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority in the UK and subject to regulation by the Financial Conduct Authority in the UK and limited regulation by the Prudential Regulation Authority in the UK. None of the Financial Advisers has verified the information contained in this document. Accordingly, no representation or warranty is made or implied by any of the Financial Advisers or any of their respective affiliates and none of the Financial Advisers (other than Credit Suisse in respect of its fairness opinion set out in Annex III to this document and UBS in respect of its fairness opinion set out in Annex IV to this document) or any of their respective affiliates makes any representation or warranty or accepts 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. Except for the fairness opinions from Credit Suisse and UBS, which appear at Annex III and Annex IV, respectively, to this document, no reliance should be placed on this English translation, which may not entirely reflect the official Arabic language shareholder circular. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document contains certain forward-looking statements with respect to NBAD and FGB. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as ‘‘anticipate’’, ‘‘target’’, ‘‘expect’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘will’’, ‘‘goal’’, ‘‘believe’’, ‘‘aim’’, ‘‘may’’, ‘‘would’’, ‘‘could’’ or ‘‘should’’ or other words of similar meaning or the negative thereof. Forward-looking statements in this document include, without limitation, statements relating to the following: (i) preliminary synergy estimates, future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Combined Group; and (iii) the Merger, related matters and the dates on which events are expected to occur. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, industry results, strategies or events, to be materially different from any results, performance, achievements or other events or factors
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