Decision of the Share Capital Increase:

Amount of the Share Capital Increase and Issue Price:

The Rights Issue will increase the issued share capital of the Bank by an amount up to AED 592,228,700 from AED 7,319,947,010 (seven billion three hundred and nineteen million, nine hundred and forty-seven thousand and ten dirhams) to up to AED 7,912,175,710 (seven billion nine hundred and twelve million, one hundred and seventy-five thousand, seven hundred and ten Dirhams), by creating and issuing up to 592,228,700 new ordinary shares (the “New Shares” and each a “New Share”). The New Shares will be issued at an issue price of AED 10.30 (ten Dirhams and thirty fils) per New Share (the “Issue Price”), reflecting the nominal value of AED 1.00 (one Dirham) per New Share and a share premium of AED 9.30 (nine Dirhams and thirty fils) per New Share. This represents a discount of 30 per cent. to the price of each of the Bank’s ordinary shares on the Abu Dhabi Securities Exchange (“ADX”) at the close of business on 4 September 2025.

General Information on the Bank and the Rights Issue:

Subscription Conditions:

The number of Rights will be rounded down to the nearest whole number of Rights and Shareholders will not receive a Right in respect of the fraction of any Rights. Rights will be deposited into the clearing account or brokerage account of each Shareholder where his or her existing shares are held within one day of the Eligibility Date.

Shareholders who hold Rights to subscribe for New Shares but do not wish to exercise their Rights, may sell their Rights to other investors via brokers registered and licensed by the ADX.

Shareholders who do not exercise their Rights to subscribe for New Shares during the Subscription Period (as defined below) will have their percentage shareholding interest in the Bank diluted immediately without affecting the number of shares registered for any of them.

Additional New Shares will be allocated, on a pro rata basis, to those Eligible Persons who subscribed for such Additional New Shares, based on the number of Additional New Shares requested by such Eligible Persons.

Allocation of New Shares and Additional New Shares (if any) shall comply with the Ownership Limitations (as defined below) and the allotment policy set out in paragraph 6 below.

How to Subscribe for New Shares:

Each Eligible Person (or the representative of an Eligible Person) may submit a subscription application (i) in the case of a subscription application by a natural person, in his or her personal name (unless he or she is acting as a representative for an Eligible Person, in which case the subscription application will be submitted in the name of such Eligible Person) or (ii) in the case of a subscription application by a corporate entity, in its corporate name.

Eligible Persons (or the representative of an Eligible Person) must complete all of the relevant fields in the subscription application along with all required documents and submit it to the Sole Receiving Bank together with the subscription amount during the Subscription Period.

The completed subscription application should be clear and fully legible. If it is not, the Sole Receiving Bank shall refuse to accept the subscription application from the Eligible Person until the latter satisfies all the required information or documentation before the close of the subscription.

Subscription for New Shares would deem the Eligible Person to have accepted the terms of this Invitation and the articles of association of the Bank and complied with all the resolutions issued by the General Assembly. Any conditions added to the subscription application shall be deemed null and void. The subscription application should only be fully completed after reviewing this Invitation and the Bank’s articles of association. The subscription application then needs to be submitted to any of the Sole Receiving Bank’s participating branches mentioned under paragraph 12 or through electronic channels as provided below.

Once a subscription application is submitted during the Subscription Period to subscribe for New Shares, such application may not be withdrawn or cancelled.

Each Eligible Person or his or her representative shall affirm the accuracy of the information contained in the subscription application in the presence of the bank representative in front of whom the subscription application is made. Each subscription application shall be clearly signed or certified by the Eligible Person or his or her representative.

and conditions on behalf of the Eligible Person and is allowing the Sole Receiving Bank to pay the total subscription amount by debiting the amount from the respective bank account of the Eligible Person and transferring the same to the account in favour of “Abu Dhabi Commercial Bank PJSC - Rights Issue” held at the Sole Receiving Bank, as detailed in the subscription application.

The submission of an electronic subscription application will be deemed to be sufficient for the purposes of fulfilling the identification requirements and accordingly, the supporting documentation in relation to subscription applications set out elsewhere in this Invitation will not apply to electronic subscription applications under this section. Notification of the final allocation of New Shares and the refund of proceeds for unallocated New Shares (if any) and any profit thereon following the closing of the Subscription Period and prior to the listing of the shares shall be performed solely by, and processed through, the Sole Receiving Bank.

Subscription applications may also be received through the Central Bank Fund Transfer (“FTS”) mode. The applicant choosing the FTS method will be required to provide their valid NIN with ADX along with the value of New Shares and Additional New Shares they wish to subscribe for in the special instructions field.

Step # 1 visit adcb.com/rightsissue.

Step # 2 Complete login authentication using UAE Pass or alternative methods (Customer ID, Mobile Number and OTP).

Step # 3 Enter NIN.

Step # 4 Select Broker, Enter Subscription Amount, Select Account and Submit.

Refer to the “ADX IPO ePortal Subscription Instructions” page and follow the instructions. Click on the IPO Subscription Link. If you have any queries about any of the above, please contact the ADX by telephone on 6005-239 (ADX)-23 or by email on ePortalOps@adx.ae.

Certified bank cheque (“Manager’s Cheque”) drawn from a bank licensed and operating in the UAE, in favour of “Abu Dhabi Commercial Bank PJSC - Rights Issue”;

Debiting an Eligible Person’s account with the Sole Receiving Bank; or

Electronic subscriptions (please refer to the sections on electronic subscriptions above).

The amount to be refunded (i) shall be returned to the relevant Eligible Person’s bank account with the Sole Receiving Bank or (ii) if payment of the subscription amount was made by Manager’s Cheque, by sending a cheque to the relevant Eligible Person at the address stated in the subscription application or (iii) if payment was made via FTS/UAE PGS mode, it shall be returned to the relevant Eligible Person via FTS mode.

Allotment Policy:

Subject to the Ownership Limitations and the Bank’s articles of association, the allotment of the New Shares and Additional New Shares will be as stated, and in the same order of priority, below:

The allocation of Additional New Shares to Eligible Persons who have subscribed for Additional New Shares will be allocated after allocations to Eligible Persons who have subscribed for a number of New Shares equal to or less than the number of Rights they hold on a pro rata basis, scaled back (if necessary) in accordance with the proportion that the number of Additional New Shares requested by the Eligible Person represents to the total number of Additional New Shares requested by all Eligible Persons who subscribed for Additional New Shares. Therefore, there is no guarantee that Eligible Persons applying for Additional New Shares will receive the number of Additional New Shares for which they applied. No Eligible Person will receive more New Shares than the number for which they subscribed for during the Subscription Period.

Required Documents for Eligible Persons:

For individuals who are UAE nationals, UAE residents, or nationals of any other country:

a valid and updated Investor Number at ADX (“NIN”);

the original and a photocopy of his/her Emirates ID or Passport; and

the Eligible Person (or the representative of an Eligible Person) must be present physically at any of the participating branches of the Sole Receiving Bank listed in paragraph 12 below to sign the application.

In case the signatory is different from the Eligible Person (or the representative of the Eligible Person), the following must be submitted:

a duly notarized power of attorney to act on behalf of the Eligible Person held by the signatory or a certified copy by a notary public or another duly regulated person or body in the UAE;

an original and a copy of the passport/Emirates ID of the signatory for verification of signature; and

a copy of the passport/Emirates ID of the Eligible Person for verification of signature; or

In case the signatory is a guardian of a minor, the following must be submitted:

an original and a copy of the guardian’s passport/Emirates ID for verification of signature;

an original and a copy of the minor’s passport; and

if the guardian is appointed by the court, an original and a copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public).

For applications where the method of payment is:

For more information about the required documents for Eligible Persons, please see the FAQs published on the Bank’s website.

Corporate bodies including banks, financial institutions, investment funds, other companies and establishments (i.e. juridical persons):

eligible Persons should have an NIN;

the original and a copy of a trade license or commercial registration for verification or a certified copy by a notary public or another duly regulated person or body in the UAE;

the original and a copy of the document that authorizes the signatory to sign on behalf of the Eligible Person, to represent the Eligible Person, to submit the application and to accept the terms and conditions stipulated in this Invitation and in the subscription application form; and

the original and a copy of the passport/Emirates ID of the signatory.

For applications where the method of payment is:

For more information about the required documents for Eligible Persons, please see the FAQs published on the Bank’s website.

Procedures of Subscription:

The subscription application must be submitted by Eligible Persons (or the representative of an Eligible Person) to any of the participating branches of the Sole Receiving Bank listed in paragraph 12 below and the Eligible Person’s bank account number must be provided, together with the amount to be used to purchase or subscribe for the New Shares and any Additional New Shares, which is to be paid in one of the following ways:

Eligible Persons (or the representative of an Eligible Person) choosing the FTS mode will be required to provide their updated Investor Number at the ADX along with the value of New Shares and any Additional New Shares subscribed for, Broker Name and mobile number in the special instructions field.

Account holders with the Bank (in its capacity as the Sole Receiving Bank) can subscribe via the online portal on adcb.com/rightsissue. Accessing the online portal identified with a Customer ID and registered mobile number, or by UAE Pass, as is customary with electronic banking transactions, will be deemed sufficient for the purpose of identification and the documentation requirement will not be applicable to such Eligible Persons.

Subscription amounts paid by Manager’s Cheque must be submitted on or before 12 pm on 2 December 2025, being two (2) days before the end of the Subscription Period.

Subscription applications received through FTS must be made on or before 12pm on 3 December 2025, being one (1) day before the end of the Subscription Period.

Subscription amounts paid via the online portal must be paid on or before 2pm on 3 December 2025, being one (1) day before the end of the Subscription Period.

Subscription by debiting the Eligible Person’s account with the Sole Receiving Bank must be done on or before 2pm on 4 December 2025, being the last day of the Subscription Period, at any of the participating branches of the Sole Receiving Bank listed in paragraph 12 below.

Contact Centre:

For any queries, please contact ADCB’s call centre at 600 50 2030.

Important Dates:

Sole Receiving Bank:

Participating Branches of the Sole Receiving Bank:

Lead Manager and Bookrunner

Abu Dhabi Commercial Bank PJSC

ADCB Head office

Sheikh Zayed 1^st Street

P.O. Box 939

Abu Dhabi, United Arab Emirates

Tel.: +971 600 50 2030

Sole Receiving Bank

Abu Dhabi Commercial Bank PJSC

ADCB Head office

Sheikh Zayed 1^st Street

P.O. Box 939

Abu Dhabi, United Arab Emirates

Tel.: +971 600 50 2030

UAE Legal Advisor

IBRAHIM. N. PARTNERS

11^th Floor, Sky Tower, Shams Abu Dhabi,

Al Reem Island

E-mail: Info@inp.legal

P.O. Box 26942 - Tel: +971 4 250 5099

Abu Dhabi, United Arab Emirates

International Legal Advise

CLEARY GOTTLIEB STEEN & HAMILTON LLP

Al Sila Tower, 27^th floor

Abu Dhabi Global Market Square

Al Maryah Island,

P.O. Box 29920

Abu Dhabi, United Arab Emirates