NBAD RM3.5 Billion Sukuk - Notice of the Extraordinary General Meeting

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1. NOTICE IN RESPECT OF NATIONAL BANK OF ABU DHABI P .J.S.C. MYR3,000,000,000 CONVENTIONAL MEDIUM TERM NOTE AND ISLAMIC SECURITIES PROGRAMME To: Standard Chartered Bank Malaysia Berhad (as "Lead Arranger") Maybank Trustees Berhad (as "Trustee") NATIONAL BANK OF ABU DHABI P.J.S.C. ANNOUNCES EFFECTIVENESS OF MERGER WITH FIRST GULF BANK P.J.S.C. Pursuant to the requirements of: (i) Clause 8.1 of the amended and restated programme agreement dated 5 July 2012 (as the same may be further amended and restated from time to time) and entered into between, amongst others, National Bank of Abu Dhabi P.J.S.C. ("NBAD") and the Lead Arranger (the "Programme Agreement"); and (ii) Clause 14.1 of the trust deed dated 5 July 2012 and entered into between NBAD and the Trustee (the "Trust Deed"), NBAD now wishes to notify each of the Lead Arranger and the Trustee of the following developments with respect to the merger of NBAD and First Gulf Bank P.J.S.C. ("FGB") (the "Merger"). NBAD also requests the Lead Arranger to provide a copy of this announcement to the Joint Lead Managers (as identified in the Programme Agreement). Further, NBAD hereby requests the Lead Arranger and the Trustee to provide a copy of this announcement to the Sukukholders, by way of fax and email (as applicable). MERGER EFFECTIVE On 30 March 2017, the Merger became effective. Accordingly, and by operation of Article 291 of the UAE Federal Law No. 2 of 2015 Concerning Commercial Companies, FGB was dissolved and its shares were delisted from the Abu Dhabi Securities Exchange on 30 March 2017 (the "Effective Date"). NBAD, as the surviving corporate entity and the legal successor of FGB, has automatically assumed all assets and liabilities of FGB with effect from the Effective Date. Board of directors The board of directors of the post-Merger NBAD is comprised of nine directors, each jointly nominated by FGB and NBAD. Four members of the new board of directors are former FGB directors and four are former NBAD directors. His Highness Sheikh Tahnoon Bin Zayed Al Nahyan, formerly Chairman of FGB, is Chairman of the combined entity. His Excellency Nasser Ahmed Alsowaidi, former Chairman of NBAD, is Vice Chairman of the combined entity. The remaining members of the post-Merger board of directors are set out below:  His Excellency Sheikh Mohammed Bin Saif Bin Mohammed Al Nahyan;  His Excellency Khaldoon Khalifa Al Mubarak; Confidential Document uncontrolled when printed
2.  His Excellency Sheikh Ahmed Mohammed Sultan Al Dhaheri;  His Excellency Mohammed Thani Al-Romaithi;  Mr. Khalifa Sultan Al Suwaidi;  Mr. Jassim Mohammed Al Siddiqi; and  Mr. Mohamed Saif Al Suwaidi. Mr. Abdulhamid M. Saeed, formerly a member of the FGB board of directors and Managing Director of FGB, is the Chief Executive Officer of the post-Merger NBAD. FURTHER INFORMATION For further information on the Merger, please contact: Sofia ElBoury Head of Investor Relations +971 (0) 2 611 1111 IR@nbad.com NATIONAL BANK OF ABU DHABI P.J.S.C. 31 March 2017 Confidential Document uncontrolled when printed