Exhibit
99.1
Abu
Dhabi Islamic Bank PJSC
Invitation
to the Shareholders to subscribe for New Shares in a Rights Issue |
 |
Abu
Dhabi Islamic Bank PJSC ("ADIB" or the "Bank") hereby invites its shareholders to subscribe for
new shares, by way of a rights issue (the "Invitation"), as approved by the General Assembly of the Bank (the "General
Assembly"), the Central Bank of the United Arab Emirates ("UAE") (the "Central Bank") and
the Capital Market Authority (the "Authority" or "CMA").
| 1. | Decision
of the Share Capital Increase: |
On
25 August 2026, the Board of Directors of the Bank (the "Board of Directors") approved the increase of the Bank's issued
share capital by up to AED 106,383,000 (One Hundred Six Million Three Hundred Eighty Three Thousand Dirhams) from AED 3,632,000,000 (Three
Billion Six Hundred Thirty Two Million Dirhams) to up to AED 3,738,383,000 (Three Billion Seven Hundred Thirty Eight Million Three Hundred
Eighty Three Thousand Dirhams), by way of a rights issue (the "Rights Issue") and approved recommending to the General
Assembly to approve the increase in the share capital.
The
capital increase will be executed by issuing up to 106,383,000 (One Hundred Six Million Three Hundred Eighty-Three Thousand) new ordinary
shares (the "New Shares" and each a "New Share"). The New Shares will be issued at an issue price of AED 16.45
(Sixteen Dirhams and Forty-Five 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 15.45 (Fifteen Dirhams and Forty-Five Fils) per New Share. The Issue Price has been
determined based on the Bank's share price listed on the Abu Dhabi Securities Exchange ("ADX"). This represents a discount
of 28.8 per cent to the price of each of the Bank's ordinary shares on the ADX at the close of trading session on 24 August 2026.
The
General Assembly held its meeting on 6 October 2026 and the following was resolved (1) approved the Board of Directors' report which
indicates the Bank's plan concerning the capital increase as well as the use of proceeds of the capital increase; (2) approved the increase
in the share capital of the Bank by up to AED 106,383,000 (One Hundred Six Million Three Hundred Eighty Three Thousand Dirhams) by way
of a rights issue by issuing up to 106,383,000 (One Hundred Six Million Three Hundred Eighty Three Thousand) New Shares at an Issue Price
of AED 16.45 (Sixteen Dirhams and Forty Five Fils), representing the nominal value of AED 1.00 (One Dirham) per New Share and
a share premium of AED 15.45 (Fifteen Dirhams and Forty Five Fils) per New Share (the "Share Capital Increase"), provided
that the New Shares (as defined in paragraph 2 below) are offered to all existing shareholders of the Bank for subscription on a pro-rata
basis; (3) approved granting the Board the full authority to take all actions required to
implement and execute the Share Capital Increase pursuant to the provisions of the Federal Decree by Law Number 32 of 2021 Concerning
Commercial Companies as amended ("CCL") and the regulations issued by the Capital Market Authority and approved granting
the Board the full authority to accept the amount that will be subscribed for without offering the remaining shares (if any) for public
subscription; (4) approved the amendment of Article (6) of the Articles of Association ("AoA") of the Bank to reflect
the Share Capital Increase; (5) authorised the Chairman of the Board or any person authorised by him to take all necessary procedures
and actions to implement the above mentioned resolutions relating to the Share Capital Increase. This authorisation shall include, without
limitation, the authority to sign all documents required to implement the Rights Issue and the Share Capital Increase, to contact and
negotiate with any individual or entity (whether official or not) within the UAE, and undertake the necessary procedures to amend the
Bank's AoA; and to determine the terms of the Rights Issue, and subscription period of the Rights Issue and to accept the amount
subscribed for in the Share Capital Increase by the rights holders without offering the remaining shares (if any) for public subscription,
and to determine the final number of shares to be issued and the new share capital of the Bank. The authorised person shall have full
discretion to take any action deemed necessary or appropriate to ensure the successful execution of the Share Capital Increase.
| 2. | 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 106,383,000 (One Hundred Six Million Three Hundred
Eighty Three Thousand Dirhams) from AED 3,632,000,000 (Three Billion Six Hundred Thirty Two Million Dirhams) to up to AED 3,738,383,000
(Three Billion Seven Hundred Thirty Eight Million Three Hundred Eighty Three Thousand Dirhams), by creating and issuing up to 106,383,000
(One Hundred Six Million Three Hundred Eighty Three Thousand) new ordinary shares (the "New Shares" and each a "New
Share"). The New Shares will be issued at an issue price of AED 16.45 (Sixteen Dirhams and Forty Five 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 15.45
(Fifteen Dirhams and Forty Five Fils) per New Share, implying a rights issue size of up to AED 1,750,000,000. This represents a discount
of 28.8 per cent to the price of each of the Bank's ordinary shares on the ADX at the close of trading session on 24 August 2026.
| 3. | General
Information on the Bank and Summary of the Rights Issue: |
| • | Bank
Name: Abu Dhabi Islamic Bank PJSC. |
| • | Registration
Number and Date with the Competent Authority: Trade License No. CN-1001923 issued on
22/01/2026. |
| • | Head
Office: Abu Dhabi, UAE. |
| • | Purpose
of the Bank: Abu Dhabi Islamic Bank PJSC is a public joint stock company duly incorporated
in the Emirate of Abu Dhabi, UAE, and licensed to carry out banking activities in accordance
with the principles of Islamic Sharia and the applicable laws and regulations of the UAE.
The Bank's principal purpose is to undertake Sharia-compliant commercial, investment,
and financing activities and to provide a full range of Islamic banking products and services
in accordance with its AoA. |
| • | Current
Share Capital: AED 3,632,000,000 (Three Billion Six Hundred Thirty Two Million Dirhams) |
| • | Current
Number of Shares: 3,632,000,000 (Three Billion Six Hundred Thirty-Two Million). |
| • | Nominal
Value of each Share: AED 1.00 (One Dirham). |
| • | Eligibility
Date: 2 November 2026. Shareholders registered in the Bank's shareholder register
as at the close of business of the Abu Dhabi Central Securities Depository on 2 November
2026 will receive subscription rights. To be eligible for the rights on the aforementioned date,
shareholders must ensure that any purchase orders for shares of the Bank are executed at least two days prior to this date, on or before
29 October 2026, in order to carry out the settlement of such share purchase transactions on ADX (which requires two days after the purchase
date). |
| • | Date
of Listing of the Rights on the ADX: 4 November 2026 |
| • | Subscription
Period for the New Shares by Rights Holders (Start and End Dates): from 10 November 2026
to 24 November 2026. |
| • | Eligible
Persons: All rights holders as of the Eligibility Date, subject to the restrictions set
out in the AoA and the applicable laws of the UAE. |
| • | Registered
Shareholder: Any shareholder registered in the Bank's shareholders' register
at the close of trading on ADX as of the Eligibility Date. |
| • | Rights:
The rights are tradable securities that entitle their holders to subscribe for the New Shares.
Each registered shareholder as of the Eligibility Date will receive one (1) right for every
34.14 shares held on that date. Each right entitles its holder to subscribe for one (1) new
share at the Issue Price. Fractions in the number of rights will be rounded down to the nearest
whole number. |
| • | The
rights will be deposited into the same depository accounts, brokerage accounts, or custody
accounts of the registered shareholders in which their existing shares are held, each separately.
The rights will appear in each registered shareholder's account under a new symbol
"ADIBRI26" specifically identifying such rights. Registered shareholders
must ensure that their names are recorded in the Bank's share register maintained
by the Abu Dhabi Central Securities Depository and that they have an ADX National Investor
Number ("NIN") or shareholder number in order to receive or exercise their
rights. |
If
registered shareholders do not exercise their rights to subscribe for the New Shares in the context of the Rights Issue by no later than
the final deadline for submitting subscription applications and paying the subscription price in full, as set out in this invitation.
If such registered shareholders fail to participate in the Rights Issue, the proportion represented by their existing shares in the share
capital of the Bank will be reduced and consequently their ownership percentage and voting rights in the Bank will be diluted.
| • | Important
Notice: The Rights are not shares in the Company, and purchasing them does not automatically
entitle the holder to receive the new shares. The rights holder must submit a subscription
application and pay the Issue Price during the subscription period, in addition to any amount
paid to purchase the rights, if applicable. If the rights holder neither sells the rights
during the trading period nor exercises them by subscribing during the subscription period,
the rights will expire without the holder receiving any shares in return, and the holder
will lose the entire amount paid to purchase the rights. |
| • | New
Shares Offered: up to 106,383,000 New Shares. |
| • | Issue
Price: New Shares will be issued at an issue price of AED 16.45 per New Share, reflecting
the nominal value of AED 1.00 per New Share and a share premium of AED 15.45 per New Share. |
| • | Capital
Increase: From AED 3,632,000,000 to up to AED 3,738,383,000. |
| • | Percentage
of the Capital Increase: The issued share capital of the Bank will be increased by up
to 2.929%. |
| • | Purpose
of the Capital Increase: |
| • | To
support the Bank's next phase of growth under Vision 2035, while continuing to create
sustainable long-term value for shareholders. |
| • | Share
Premium: The premium received shall be added to the Bank's legal reserve even if it exceeds
half of the Bank's issued share capital. |
| • | Dividends:
The New Shares will rank pari passu with the Bank's existing shares including the right to
receive all future dividends and other distributions declared, made or paid after the date
of listing the New Shares on the ADX (as defined in paragraph 4 below). |
| • | Listing
Venue: Abu Dhabi Securities Exchange (ADX). |
| • | Auditor:
KPMG Lower Gulf Limited. |
| • | Lead
Manager and Bookrunner: Abu Dhabi Islamic Bank PJSC. |
| • | Sole
Receiving Bank: Abu Dhabi Islamic Bank PJSC. |
| • | UAE
Legal Advisor: IBRAHIM .N. PARTNERS |
| • | International
Legal Advisor: CLEARY GOTTLIEB STEEN & HAMILTON LLP |
Note:
The Internal Shariah Supervisory Committee of the Bank has confirmed that the issuance of New Share by way of Rights Issue is compliant
with Shariah principles. Investors should undertake their own due diligence to ensure that the Share Capital Increase is Shariah compliant
for their own purposes.
| 4. | Subscription
Conditions: |
| • | The
Rights Issue will be conducted through the issue of tradable securities (the "Rights"
and each a "Right"), pursuant to the Resolution of the Authority's
Chairman of the Board No. 11/RM of 2016 on the Regulations for Issuing and Offering Shares
of Public Joint Stock Companies (as amended), to registered shareholders of the Bank (the
"Shareholders" and each a "Shareholder") as at the close
of business of the ADX on 2 November 2026 (the "Eligibility Date") in the
amount of 1 Right for every 34.14 ordinary shares of the Bank held on such date. |
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 depository account, brokerage account, or custody 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 after the listing of the New Shares, without affecting the number of shares registered
for any of them.
| • | Trading
in the Rights Issue: |
The
Abu Dhabi Central Securities Depository will coordinate with brokerage firms and custodians to add the balance of the Shareholders'
Rights in the amount of 1 Right for every 34.14 ordinary shares held on the Eligibility Date to their respective accounts maintained
by the respective brokerage firms. This will allow Shareholders to trade their Rights, whether to sell some or all of their Rights or
to buy additional Rights, within the below period (the "Rights Trading Period"):
| - | First
Day of Trading the Rights on ADX: 4 November 2026 |
| - | Last
Day of Trading the Rights on ADX: 16 November 2026 |
Subscription
for New Shares will take place within the below period (the "Subscription Period"). During the Subscription Period,
the holders of Rights, which includes Shareholders and any persons who purchased Rights during the Rights Trading Period (the "Eligible
Persons" and each an "Eligible Person"), will be allowed to exercise their Rights to subscribe for New Shares at
the Issue Price.
| – | Subscription
Opening Date: 10 November 2026 |
| – | Subscription
Closing Date: 24 November 2026 |
| • | Subscription
for Additional New Shares: |
Eligible
Persons may also apply for additional New Shares at the Issue Price (the "Additional New Shares"), which will be allocated
in the event that any unsubscribed New Shares remain, either as a result of the consolidation of the unallocated fractional entitlements
to New Shares or the failure by Eligible Persons to exercise their Rights in full to subscribe for New Shares.
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.
| • | Committed
Subscriptions: |
Emirates
International Investment Company LLC ("EIIC"), the Bank's largest shareholder, has confirmed that it intends to fully
exercise its rights and subscribe for its entire pro rata allocation of new shares pursuant to the Rights Issue. This demonstrates EIIC's
continued commitment to supporting the Bank's growth strategy and Vision 2035.
All
of the ordinary shares of the Bank are nominal shares and fully paid-up subscription and may be owned by any natural or legal person
(corporate entity) provided that any natural or legal persons who are non-UAE nationals may not hold more than forty per cent (40%) of
the total shareholding of the Bank. No shareholder whether jointly or severally, directly or indirectly in their personal (natural) or
legal capacity is allowed to own more than five per cent (5%) of the total shareholding of the Bank except for Emirates International
Investment Company, which is a strategic shareholder.
| 5. | How
to Subscribe for New Shares: |
| • | Subscription
Applications: |
Subscription
applications are available at any of the branches of the Sole Receiving Bank listed in paragraph 11 below.
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 and submit
it along with all required documents 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 AoA 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 AoA. The subscription
application then needs to be submitted to any of the Sole Receiving Bank's participating branches mentioned under paragraph 11
or through electronic channels as provided below.
Once
a subscription application is submitted during the Subscription Period, 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.
| • | Electronic
Subscription through ADIB: |
Account
holders with ADIB can subscribe via the bank's online internet banking and mobile application channel. Eligible Persons can access online
banking or mobile application using their relevant username and password (as is customary with these channels). This will be deemed sufficient
for the purposes of identification and accordingly the supporting documentation in relation to the subscription application set out elsewhere
in this Invitation will not apply to electronic applications.
| • | ADX
ePortal subscription: |
Applying
for New Shares and Additional New Shares through ADX ePortal subscriptions:
| • | For
Arabic – visit https://www.adx.ae/ar-ae/investors/ipo-overview |
| • | For
English – visit https://www.adx.ae/investors/ipo-overview |
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.
The
Sole Receiving Bank may reject subscription applications submitted by any applicant for any of the following reasons:
| • | If
the Eligible Person's details are not found in the final share register of the Bank as at
the Eligibility Date; |
| • | the
subscription application form is not complete or is not correct with regard to the amount
paid or submitted documents (and no offer participants, including ADIB, is liable if an Eligible
Person does not receive an allotment of New Shares if the address of the Eligible Person
is not filled in correctly); |
| • | the
subscription amount is paid using a method that is not a permitted method of payment; |
| • | the
subscription amount provided with the subscription application does not match the minimum
required investment or the increments set for New Shares; |
| • | the
completed subscription application form is not clear and fully legible; |
| • | the
Manager's Cheque (as defined below) is returned for any reason; |
| • | if
the amount in the bank account mentioned in the subscription application form is insufficient
to pay for the subscription amount mentioned in the subscription application form or the
Sole Receiving Bank is unable to apply the amount towards the subscription whether due to
signature mismatch or any other reasons; |
| • | if
the Rights are not listed under the investor number or if the NIN or the shareholder number
are incorrect; |
| • | if
the subscription application is otherwise found not to be in accordance with the terms of
this Invitation; |
| • | if
the applicant is a natural person and is found to have submitted the subscription application
other than in his or her personal name (unless he or she is acting as a representative for
an Eligible Person); |
| • | an
Eligible Person has not adhered to the rules applicable to the New Shares; |
| • | if
it is otherwise necessary to reject the subscription application to ensure compliance with
the provisions of the CCL, the Bank's AoA, this Invitation or the requirements of the CMA
or the ADX; or |
| • | if
for any reason the FTS/online/mobile subscription channels fail or the required information
in the special fields is not enough to process the application. |
The
Sole Receiving Bank may reject the application for any of the reasons listed above at any time until allocation of the New Shares and
has no obligation to inform the applicants before the notification of the allocation of New Shares to applicants.
Timing
of Payment: The total subscription amount for the New Shares and any Additional New Shares subscribed for shall be paid upon submitting
the subscription application.
Methods
of Payment: The subscription application must be submitted by an Eligible Person (or the representative of an Eligible Person) to
one of the Sole Receiving Bank participating branches listed in paragraph 11 below during the Subscription Period. The NIN with the ADX
and the International Bank Account Number (IBAN) must be provided together with payment in full for the amount of New Shares and Additional
New Shares, an applicant wishes to subscribe for, which is to be paid in one of the following ways:
| a) | Certified
bank cheque ("Manager's Cheque") drawn from a bank licensed and operating
in the UAE, in favour of "Abu Dhabi Islamic Bank - Right Issue 2026 SUBSCRIPTION-MANAGER
CHEQUES"; |
| b) | Debiting
an Eligible Person's account with the Sole Receiving Bank; or |
| c) | Electronic
subscriptions (please refer to the sections on electronic subscriptions above). |
| • | Details
of the Eligible Person's IBAN must be provided in the subscription application form even
if the subscription amount will be paid by Manager's Cheque. The subscription amount shall
not be paid or accepted by the Sole Receiving Bank using any of the following methods: |
| - | cheques
(not certified); or |
| - | any
other mode of payment other than those mentioned above. |
| • | Sole
Receiving Bank: Subscription applications shall be received by the Sole Receiving Bank
through any of its participating branches listed in paragraph 11 below. |
| • | Refunds:
Refunds will be given to holders of Rights who did not receive the number of New Shares
or Additional New Shares that they subscribed for. Refunds shall be made no later than five
(5) business days from the Date of Allocation of the New Shares or Additional New Shares. |
| • | The
amount to be refunded (i) shall be returned to the relevant Eligible Person's IBAN 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 it shall be returned to the relevant Eligible Person via FTS mode.
Subject
to the Ownership Limitations and the Bank's AoA, the allocation of the New Shares and Additional New Shares will be as stated, and in
the same order of priority, below:
| • | First,
to Eligible Persons who subscribe for New Shares in an amount equal to the number of New
Shares for which they have applied, to the extent that such number is equal to or less than
the number of Rights they respectively hold at the end of the Rights Trading Period. |
| • | Second,
to the extent that any New Shares remain unsubscribed thereafter, to Eligible Persons who
subscribe for Additional New Shares in an amount equal to the number of Additional New Shares
for which they have applied in excess of the number of Rights they respectively hold. |
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.
| 7. | Required
Documents for Eligible Persons: |
Eligible
Persons shall submit the following documents, along with their subscription applications:
| A. | For
individuals who are UAE nationals, UAE residents, or nationals of any other country: |
| b) | the
original and a photocopy of his/her Emirates ID or Passport; and |
| c) | 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 11 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) | 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; |
| b) | an
original and a copy of the passport/Emirates ID of the signatory for verification of signature;
and |
c)
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:
| a) | an
original and a copy of the guardian's passport/Emirates ID for verification of signature; |
| b) | an
original and a copy of the minor's passport; and |
| c) | 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). |
| B. | For
applications where the method of payment is: |
| • | Direct
Debit: the account holder or authorised signatory should be physically present at any of
the participating branches of the Sole Receiving Bank listed in paragraph 11 below to authorise
the transaction. |
| • | Manager's
Cheque: the Eligible Person or the representative of the Eligible Person can provide the
Manager's Cheque at any of the participating branches of the Sole Receiving Bank listed
in paragraph 11 below with no further documentation. |
For
more information about the required documents for Eligible Persons, please see the FAQs published on the Bank's website.
| C. | Corporate
bodies including banks, financial institutions, investment funds, other companies and establishments
(i.e. juridical persons): |
| • | UAE
registered corporate bodies: |
| a) | Eligible
Persons should have an NIN with the ADX; |
| b) | 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; |
| c) | 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 |
| d) | The
original and a copy of the passport/Emirates ID of the signatory. |
| • | Foreign
corporate bodies: the documents will differ according to the nature of the corporate
body and its domicile. Accordingly, please consult with the Lead Manager and Bookrunner to
obtain the list of required documents. |
| D. | For
applications where the method of payment is: |
| • | Direct
Debit: the authorised signatory on the account should be physically present at any of
the branches of the Sole Receiving Bank listed in paragraph 11 below to authorise the transaction. |
| • | Manager's
Cheque: the representative of the corporate body can provide the Manager's Cheque
at any of the participating branches of the Sole Receiving Bank listed in paragraph 11 below
with no further documentation. |
For
more information about the required documents for Eligible Persons, please see the FAQs published on the Bank's website.
| 8. | 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 11 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:
| - | Manager's
Cheque drawn on a bank licensed and operating in the UAE, in favour of "Abu Dhabi
Islamic Bank - Right Issue 2026 SUBSCRIPTION- MANAGER CHEQUES"; |
| - | Debiting
the Eligible Person's account with the Sole Receiving Bank; |
| - | Electronic
subscriptions for customers of the Sole Receiving Bank. |
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 Receiving Bank) can subscribe via ADIB's website https://www.adib.ae/ 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.
Important
dates relevant to the methods of payment of the subscription amounts:
| - | Subscription
amounts paid by Manager's Cheque must be submitted on or before 12pm on 21 November 2026,
being two (2) days before the end of the Subscription Period. |
| - | Subscription
applications received through FTS and SWIFT must be made on or before 12pm on 23 November
2026, being one (1) day before the end of the Subscription Period. |
| - | Subscription
applications received through, Internet Banking, Mobile Application by debiting the Eligible
Person's account with the Sole Receiving Bank must be done on or before 2pm on 24
November 2026, being the last day of the Subscription Period |
For
any queries, please contact ADIB's call centre at 600 543216.
| • | Date
of publication of the invitation to subscribe for New Shares by way of Rights Issue:
12 October 2026 |
| • | Eligibility
Date for Rights (record date): 2 November 2026 |
| • | First
day of trading the Rights on the ADX: 4 November 2026 |
| • | Last
day of trading the Rights on the ADX: 16 November 2026 |
| • | Subscription
Opening Date: 10 November 2026 |
| • | Subscription
Closing Date: 24 November 2026 |
| • | Date
of Allocation: No later than five (5) business days from the Subscription Closing Date. |
| • | Refund
Date: No later than five (5) business days from the Date of Allocation. |
| • | Commencement
of Dealings in the New Shares: 18 December 2026. |
We
would like to remind all Shareholders and investors that a Rights holder is only able to sell his/her Rights before the close of the
Rights Trading Period and that, he/she will not be able to sell or assign such Rights after the end of the Rights Trading Period. After
the end of the Rights Trading Period, the Rights holder will only have the right to use his/her Rights to subscribe for New Shares. Rights
holders will lose the value of their Rights if they do not sell them during the Rights Trading Period or use them to subscribe for New
Shares during the Subscription Period.
We
would also like to remind all Rights buyers that these Rights are not New Shares but rather a temporary financial instrument of a special
nature derived from the original share and that if they do not use these Rights to subscribe for New Shares before the end of the Subscription
Period, or sell the Rights before the end of the Rights Trading Period on the date specified in this Invitation, they will forfeit the
full value of these Rights.
Important
Note: The dates for the Rights Issue set out in this Invitation are expected dates and are subject to change, including if any date falls
on an official holiday in the UAE. In such circumstances, details of the new dates will be notified to investors on the ADX website and
on ADIB's website https://www.adib.ae/.
NOTICE
TO ADIB SHAREHOLDERS IN THE UNITED STATES
The
New Shares and the related Rights described herein have not been and are not intended to be registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), and may not be offered or sold into the United States of America except
pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The
Rights may not be transferred or sold by U.S. holders except in an "offshore transaction" pursuant to Regulation S under the
Securities Act.
This
Rights Issue is made for the securities of a foreign (i.e., non-U.S.) company. The offer is subject to the disclosure requirements of
a foreign country that are different from those of the United States. Financial statements included or referenced in the document, if
any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United
States companies.
It
may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the Bank
is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be
able to sue the foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be
difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
Sole
Receiving Bank:
Abu
Dhabi Islamic Bank PJSC
P.O.
Box 313
Abu
Dhabi, UAE
Tel:
600 543216
| 11. | Participating
Branches of the Sole Receiving Bank: |
Abu
Dhabi Islamic Bank PJSC
| Emirate/
Region |
Branch |
Location |
Working
Hours |
Rights
Issue
Working Hours |
Contact |
| Al
Ain |
Al
Ain Main |
Central
District - Hai Qesaidah - Abu Dhabi |
8:00
- 14:00 |
8:00
- 02:00 |
03-7088667 |
| Tawam |
Sheikh
- 135th St Khalifa Bin Zayed St - opposite UAE university - Abu Dhabi |
8:00-
8:00 |
8:00
- 01:30 |
03-7039655 |
| Bawadi
Mall |
Al
Bawadi Mall, Ground Floor, Mizyad Area, Al Ain - Abu Dhabi |
10:00
-10:00 |
10:00
- 02:00 |
03-7088661 |
| Oud
AlToubah |
Oud
Al Toba street no.133 - Abu Dhabi |
8:00-8:00 |
8:00
- 01:30 |
03-7039555 |
| AUH
Central Region |
Sheikh
Zayed Main Branch |
Sheikh
Rashid Bin Saeed ST-Al Muntazah-Zone 1 - Abu Dhabi |
8:00
- 14:00 |
8:00
- 02:00 |
02
6934188 |
| Khalifa
A City Branch |
Street
16/21, Khalifa A City |
8:00
- 14:00 |
8:00
- 02:00 |
02
5100661 |
| Al
Bateen Branch |
King
Abdulla Bin Abdulaziz Al Saud St |
8:00
- 14:00 |
8:00
- 02:00 |
02
510 0666 |
| AUH
East & Al Dhafra Region |
Baniyas
Branch |
Bani
Yas - Baniyas East - Near Baniyas Court - Abu Dhabi |
8:00
- 14:00 |
8:00
- 14:00 |
02-8945226 |
| Dalma
Mall Branch |
Dalma
Mall - Al Wazn St - Abu Dhabi Industrial City - ICAD I - Abu Dhabi |
10:00
- 22:00 |
8:00
- 14:00 |
02-6520963 |
| Madinat
Zayed Branch |
Madinat
Zayed City - MZW13 - Near Al Dhafra Family Medicine Center - Abu Dhabi |
8:00
- 14:00 |
8:00
- 14:00 |
02-8945233 |
| Dubai
Region |
BR-Al
Qusais Branch |
ADIB
Wasel Masaken Al Qusais first, Dubai |
8:00
- 14:00 |
8:00
to 2:00 Fridays - 8:00 to 12:00 noon |
04-3161802 |
| BR-Shaikh
Zayed Road Branch |
ADIB
Emarat Atrium Opp Emirates Holidays Hotel, Shk Zayed Road. Dubai |
8:00
- 14:00 |
8:00
am to 2:00 Fridays - 8:00 to 12:00 noon |
04-4090008 |
| BR-Nad
Al Sheba Branch |
ADIB
Avenue Mall Nad Al Sheba 2, Dubai |
10:00
AM - 5:00 PM 04:00 PM - 10:00 PM (Friday) |
10:00
to 5:00 Fridays - 4:00 to 10:00 |
04-3719449 |
| East
Coast Region |
Ras
Al Khaimah |
Opposite
Al Manar Mall, Al Muntasir Road, Al Juwais, Ras Al Khaimah |
8:00
- 14:00 |
8:00
to 14:00 |
07-2043848 |
| Al
Dhaid |
Al
Dhaid Qadeema - Weshah 1, Sharjah, UAE |
8:00
- 14:00 |
8:00
to 14:00 |
06-7038140 |
| Fujairah |
Sh
- Hamad Bin Abdulla Road - Fujairah |
8:00
- 14:00 |
8:00
to 14:00 |
09-2013171 |
| Sharjah
& NE Region |
BR
- Sharjah |
Al
Musalla Area opposite Etisalat |
8:00-14:00 |
8:00-14:00 |
06-7038137 |
| Al
Juraina |
Matajer
Al Juraina opposite University Hospital |
10:00-22:00 |
10:00-14:00 |
06-7038157 |
| Al
Hamidiya |
Al
Hamidiya 1 – Kenz hypermarket |
8:00-14:00 |
8:00-14:00 |
06-5198207 |
| Umm
Al Quwain |
Al
Salama road, UAQ Co-op building |
8:00-14:00 |
8:00-14:00 |
09-2083803 |
| Participants |
Lead
Manager and Bookrunner
Abu
Dhabi Islamic Bank PJSC
P.O.
Box 313, Tel: 600 543216
Abu
Dhabi, United Arab Emirates |
Sole
Receiving Bank
Abu
Dhabi Islamic Bank PJSC
P.O.
Box 313, Tel: 600 543216
Abu
Dhabi, United Arab Emirates |
| Legal
Advisors |
| UAE
Legal Advisor |
International
Legal Advisor |
IBRAHIM
.N. PARTNERS
11th
Floor, Sky Tower, Shams Abu Dhabi, Al Reem Island
E-mail:
Info@inp.legal
P.O.
Box 26942, Tel: +971 42 505 099
Abu
Dhabi, United Arab Emirates |
CLEARY
GOTTLIEB STEEN & HAMILTON LLP
Al
Sila Tower, 27th Floor
Abu
Dhabi Global Market Square
Al
Maryah Island, P.O. Box 29920
Abu
Dhabi, United Arab Emirates |