Emirates Islamic Bank PJSC

On April 8, 2025, Dr. Ahmed Alkhalfawi, the Head of Legal at Emirates Islamic Bank (EIB), sent a notification to Mr. Hamed Ahmed Ali, the CEO of the Dubai Financial Market. The notification informed that EIB received a notice from Emirates NBD Bank addressed to EIB shareholders about the mandatory acquisition of EIB shares.

On 28 March 2025, Emirates NBD Bank made a mandatory cash offer to acquire all shares of Emirates Islamic Bank, aiming to own 100% of its issued and paid-up ordinary shares at AED 11.95 per share. Emirates Islamic Bank received an update on 27 March 2025 regarding the results of this offer. Further details are provided in an attached letter, and Emirates Islamic Bank will issue additional announcements about any significant developments in due course. The communication was signed by Dr. Ahmed Alkhalfawi, Head of Legal at Emirates Islamic Bank.

On 12 March 2025, the Board of Directors of Emirates Islamic Bank (P.J.S.C.) reviewed a valuation report by KPMG, the bank's financial advisor, regarding a mandatory cash offer from Emirates NBD Bank (P.J.S.C.) to acquire all shares of Emirates Islamic Bank. The offer proposes a cash consideration of AED 11.95 per share, leading to Emirates NBD owning 100% of the bank's issued and paid-up ordinary shares. The valuation report suggests a fair value for 100% of the shares ranges between AED 3.68 and AED 4.06 per share. The Board unanimously decided to recommend the offer to the bank's shareholders and to publish a shareholders' circular with the Board's recommendation and a summary of the valuation report.

On 27 February 2025, Emirates Islamic Bank (P.J.S.C.) announced it received a formal offer document from Emirates NBD Bank (P.J.S.C.) concerning a mandatory cash offer. This offer aims to acquire all shares of Emirates Islamic Bank, resulting in Emirates NBD owning 100% of the bank's ordinary shares for AED 11.95 per share. The terms of the offer are detailed in the attached offer document. The Board of Directors of Emirates Islamic Bank will review the offer and will issue further announcements, including a circular to shareholders, in accordance with their decision.

The general assembly meeting of Emirates Islamic Bank (Public Joint Stock Company) is scheduled for 3:30 PM on Wednesday, March 19, 2025, at Dubai CommerCity, UAE, and online. The meeting will consider a special resolution to amend the Bank's Articles of Association by adding a new article, 14 (bis), which allows any person acquiring at least 90% plus one share of the company's issued share capital to make a mandatory offer requiring minority shareholders to sell or swap their shares. Electronic registration and voting will be available, with a registration link sent by text on March 18, 2025, to investors who have updated their KYC information with DFM. Investors are advised to update their KYC details before this date to receive the link automatically. If not received, investors can request it via email.

Emirates Islamic Bank (P.J.S.C.) has received a notification from Emirates NBD (P.J.S.C.) regarding a mandatory cash offer to acquire all of its shares. This acquisition would result in Emirates NBD owning 100% of the issued and paid-up ordinary shares of Emirates Islamic Bank for AED 11.95 per share. The matter has been presented to the Board of Directors of Emirates Islamic Bank, and necessary procedures will be followed according to the Securities and Commodities Authority's regulations on mergers and acquisitions. The Board has considered the offer through a resolution passed by circulation.

The document is a formal communication from Emirates Islamic Bank to Mr. Hamed Ahmed Ali, the Chief Executive Officer of the Dubai Financial Market, summarizing the resolutions adopted during the 49th General Assembly Meeting held on 24 February 2025. The resolutions include the approval of the Board of Directors' report on the bank's activities and financial statements for the year ending 31 December 2024, the external auditor's report, the Internal Shari’ah Supervision Committee's report, and the bank's audited balance sheet and profit and loss account for the same period. Additionally, the remuneration for the Board of Directors was set at AED 7 million, with a sitting fee of AED 20,000 for each attendance at the Board Committee meetings.

The disclosure clarifies the approval process for proxies attending the General Meeting as per Article 40 of the Corporate Governance Manual. Shareholders can delegate someone, excluding Board members, company staff, or securities brokerage employees, to attend and vote at the general assembly on their behalf through a written delegation. The delegated person should not represent more than 5% of the company's issued capital. Persons without legal capacity must be represented by their legal representatives. The shareholder's signature on the power of attorney must be verified by a Notary Public, a chamber of commerce or economic department, a licensed bank or company where the agent has an account, licensed financial markets, or any other licensed attestation entity.