In the presence of H.H. Sheikh Ahmed bin Saeed Al Maktoum Emirates NBD Board of Directors recognises ICAEW & ACCA qualified UAE National Chartered Accountants

Emirates NBD holds its 19th General Assembly Meeting

8 Min | 17 February 2026
  • Approves ordinary dividend of 100 fils

Dubai, 17 February 2026: Emirates NBD (DFM: EmiratesNBD), a leading banking group in the Middle East, North Africa and Türkiye (MENAT) region, held its 19th General Assembly Meeting on 17 February 2026.

At the General Assembly Meeting, a review of the Group’s performance during 2025 was presented. Commenting on the Group’s performance, Emirates NBD Chairman, His Highness Sheikh Ahmed Bin Saeed Al Maktoum, said:This will be remembered as a year of continued progress for the UAE and Dubai, as the nation significantly strengthened its position as one of the world’s most dynamic, future-ready economies. Against this backdrop, Emirates NBD remained an essential driver and trusted partner in advancing national priorities by financing strategic sectors, supporting businesses and the expansion of trade flows, empowering individuals and contributing to national talent development.

His Highness added: “Aligned with the ambitions of Dubai’s D33 Strategy, the country’s wider transition objectives and continued investment in infrastructure and economic diversification, as the nation attracts new residents and global businesses, Emirates NBD strengthened its position as the Bank of choice, expanding access, enhancing coverage and supporting the growing needs of a rapidly evolving economy.”

Key financial highlights for 2025 included:

  • Income 12% higher yoy reflecting strong growth momentum in both interest income & non-funded income
  • Operating profit up 13% yoy to AED 34.3 billion on substantial balance sheet growth and resilient margins
  • Total assets exceeded AED 1 trillion, reflecting continued balance sheet expansion
  • Record gross loan growth up 24% in FY’25, adding an impressive AED 129 billion to the loan book, driven by robust growth in the Group’s domestic and international markets
  • Deposits jumped AED 119 billion, including AED 69 billion increase in low-cost CASA
  • Impairment allowance of AED 1.5 billion, on continued buoyant economy and healthy credit environment with impaired loan ratio improving to 2.4%
  • Emirates Islamic continued growth momentum delivering record profit before tax of AED 3.9 billion
  • Proposed ordinary dividend 100 fils

His Highness Sheikh Ahmed Bin Saeed Al Maktoum, added: “Emirates NBD delivered record profitability in 2025 and surpassed AED 1 trillion in assets for the first time, marking an important milestone in our long-term growth trajectory. These results reflect disciplined execution, strong performance across all businesses and the strength of our diversified regional footprint. They also demonstrate the increasing contribution of our international markets and the benefits of sustained investment in technology, people and customer experience. Robust governance remained fundamental to how we create long-term value for shareholders and stakeholders. Risk governance remained a priority as the operating environment continued to evolve. Progress in cyber resilience included upgraded maturity assessments, while AI-enabled monitoring tools and strengthened security awareness programmes across the Group. These efforts reaffirmed our commitment to protecting customers, safeguarding the Group’s operations and ensuring disciplined growth across markets.”

His Highness added, “As we look ahead, Emirates NBD enters 2026 from a position of strength and confidence. Our priorities reflect both the opportunities of a rapidly transforming financial landscape and the responsibilities that come with an expanding regional footprint. Internationally, we will accelerate development across our network, with particular emphasis on advancing our strategic investments in India and deepening our presence in high-potential regional markets. A key focus will be the next phase of our AI-enabled transformation, leveraging advanced technologies to enhance customer experience, strengthen risk management and unlock new avenues for value creation. We will also build on our role as an enabler of the UAE’s sustainability journey, supporting the nation’s energy transition ambitions through responsible financing and continued innovation in sustainable products."

His Highness added, “At the heart of this agenda is our investment in people. We will deepen our commitment to Emiratisation, expand future-ready talent programmes and strengthen leadership development across our markets. Together, these priorities reinforce our long-term ambition to shape the next era of banking in the region while contributing meaningfully to the UAE’s ongoing economic transformation.”

His Highness concluded: “I extend my deepest gratitude to H.H. Sheikh Mohamed Bin Zayed Al Nahyan, President of the UAE, and H.H. Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai, for their visionary leadership and inspiring ambition. I extend my sincere gratitude to our customers, shareholders and partners for their trust and continued support. I thank my fellow Board Members for their guidance and leadership, and I recognise our Group Chief Executive Officer, Senior Management and all Emirates NBD employees for their dedication and achievements during an exceptional year. Together, we will continue to build on strong foundations and unlock the next chapter of Emirates NBD’s growth and impact.”

The following resolutions were passed at the General Assembly Meeting:

  1. To approve the Board of Directors’ (“Board”) report on the Bank’s activities and the financial statements for the year ended 31 December 2025.
  2. To approve the external auditor’s report for the year ended 31 December 2025.
  3. To approve the Internal Shari’ah Supervision Committee’s report on the Bank’s Islamic banking operations for the year ended 31 December 2025.
  4. To approve the Bank’s audited balance sheet and profit and loss account for the year ended 31 December 2025.
  5. To approve the Board’s proposal to distribute cash dividends for the year ended 31 December 2025 of AED 1.00 per ordinary share (100%), being AED 6,316,598,253 in total, to shareholders on the register of the Bank’s shareholders at the close of the trading on 27 February 2026.
  6. To approve and determine the remuneration of the Board for the year ended 31 December 2025.
  7. To absolve the members of the Board from liability for their work during the year ended 31 December 2025.
  8. To absolve the external auditor from liability for work conducted during the year ended 31 December 2025, or to dismiss and pursue the external auditor, as applicable.
  9. Ernst & Young Middle East (Dubai Branch) were appointed as auditors of the Group for the year 2026.
  10. To approve the draft scheme for the amalgamation of the Bank’s branches in India with RBL upon acquiring a majority stake in RBL, to satisfy regulatory requirements applicable to banks in India.

Special resolutions:

  1. To approve the Board’s proposals relating to non convertible securities to be issued by the Bank, subject to obtaining the necessary regulatory approvals, and to authorise the Bank to undertake the following:
    • undertake any updates of the following existing programmes (which were approved at the general assembly meetings held on 15 February 2016, 12 February 2017, 27 March 2018, 20 February 2019, 10 March 2020, 24 February 2021, 23 February 2022, 22 February 2023, 21 February 2024 and 24 February 2025) pursuant to which the Bank issues securities from time to time:
      1. the Emirates NBD Bank P.J.S.C U.S.$20,000,000,000 euro medium term note programme (the "EMTN Programme");
      2. the Emirates NBD Bank P.J.S.C AUD 4,000,000,000 debt issuance programme (the "AUD Programme", and together with the EMTN Programme, the "Existing Programmes");
    • establish any debt funding programme, up to a maximum amount of U.S.$10,000,000,000, in addition to the Existing Programmes (the "New Programmes", and together with the Existing Programmes, the "Programmes") and undertake any subsequent update of the New Programmes and to authorise the Board to carry out the resolutions relating to the issuance of bonds and Programmes.;
    • issue debt instruments, up to an amount of U.S.$10,000,000,000, or its equivalent in other currencies, under any of the Programmes from time to time, with the terms of any such issuance decided by the relevant committee to which the Board has delegated such decisions;
    • issue debt on a standalone basis, up to a maximum amount of U.S.$10,000,000,000, or its equivalent in other currencies, (including, without limitation, through the issuance of conventional notes/bonds, structured notes/bonds, covered notes/bonds, trust certificates or other similar debt instruments (including for regulatory capital purposes up to an amount of U.S.$2,000,000,000 for the purposes of strengthening the Group's capital adequacy ratio (the capital instruments shall include the terms and conditions required by the Central Bank of the UAE, including, as applicable, in relation to additional tier 1 capital instruments and tier 2 capital instruments, the following features: subordination; coupon non-payment events; and non-viability and write-down provisions) or, as the case may be, through collateralised arrangements whether in loan or note/bond format, as the same may be listed and/or admitted to trading on a stock exchange or any other trading platform and/or unlisted)) ("Debt Funding Arrangements"), with the terms of any such issuance decided by the relevant committee to which the Board of Directors has delegated such decisions;
    • in respect of:
      1. instruments issued or to be issued under any of the Programmes; and/or
      2. debt issued or to be issued under Debt Funding Arrangements,
      3. undertake any liability management exercise with respect thereto (including, without limitation, by way of consent solicitation, exchange offer, tender offer, buyback or any combination thereof);

    • prepare and enter into such finance agreements and related documents as may be necessary (including, without limitation, any offering documents/prospectus, relevant programme/dealer agreements, subscription agreements, dealer manager agreements, guarantees, hedging arrangements, listing declarations and all related and ancillary documents) in respect of the foregoing;
    • establish one or more special purpose vehicles incorporated in suitable jurisdictions anywhere in the world, with the specific purpose of acting as the issuers of any debt instruments issued under any of the Programmes or, as the case may be, any Debt Funding Arrangements; and
    • enter into any document(s) and to take any further steps as may be necessary in connection with the actions set out in this Special Resolution.
  2. To amend Article 34(A) of the Bank’s Articles of Association to comply with the Chairman of the Authority’s Decision No. (02/R.M) of 2024 regarding publication of general assembly meeting notices in newspapers.
  3. To authorise the Board of Directors, and/or any person authorised by the Board, to adopt any resolutions or take any actions necessary to implement the ordinary and special resolutions adopted at this meeting.

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