FIRST GULF BANK P.J.S.C. (Incorporated with limited liability in the Emirate of Abu Dhabi, the United Arab Emirates)

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF SECURITYHOLDERS. IF SECURITYHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. FIRST GULF BANK P.J.S.C. (Incorporated with limited liability in the Emirate of Abu Dhabi, the United Arab Emirates) ("FGB") NOTICE OF MEETING of the holders of FGB's outstanding ISIN Aggregate nominal amount Description Maturity Date XS USD 500,000,000 Fixed Rate 4.046% per annum 18 January 2017 (the "Securities") NOTICE IS HEREBY GIVEN that a meeting of the holders of the Securities convened by FGB will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ at 1.00 p.m. (London Time) on 15 November 2016 for the purpose of considering and, if thought fit, passing the resolution set out below, which will be proposed as an Extraordinary Resolution at the Meeting in accordance with the provisions of the Conditions (as defined below) and the master declaration of trust dated 11 July 2011 (the "Master Declaration of Trust"), made between FGB and Citicorp Trustee Company Limited (the "Delegate"). Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Master Declaration of Trust, the terms and conditions of the Securities (the "Conditions") or the Extraordinary Resolution, as applicable. FGB does not hold any principal amount of its outstanding Securities. As at close of trading on 18 October 2016, National Bank of Abu Dhabi P.J.S.C. held USD1,528,000 of the Securities which equals 0.31 per cent. of the outstanding principal amount of the Securities. National Bank of Abu Dhabi P.J.S.C.'s holdings in the Securities may fluctuate for the duration of the Consent Solicitation as a result of its normal trading business and this figure represents National Bank of Abu Dhabi P.J.S.C.'s own proprietary holdings and excludes any holdings held for the benefit of any third parties. EXTRAORDINARY RESOLUTION IN RESPECT OF THE USD 500,000,000 TRUST CERTIFICATES DUE 18 JANUARY 2017 "THAT this Meeting of the holders (together, the "18 January 2017 Securityholders") of the presently outstanding U.S.$500,000,000 Trust Certificates due 18 January 2017 (the "18 January 2017 Securities") of First Gulf Bank P.J.S.C. ("FGB"), issued with the benefit of a master declaration of trust dated 11 July 2011, (the "Master Declaration of Trust") and made between FGB and Citicorp Trustee Company Limited as delegate: 1. (subject to paragraph 4 of this Extraordinary Resolution) assents to the modification of the terms and conditions of the 18 January 2017 Securities (the "Conditions"), as annexed as a schedule to - 1 -

2 the relevant global Securities representing the 18 January 2017 Securities and as completed by the Final Terms applicable to the 18 January 2017 Securities dated 16 January 2012, together with the Master Declaration of Trust, as any of the same may from time to time be modified, to provide that: (a) the Securityholders acknowledge and agree that the definition of "Permitted Reorganisation" shall be modified to read as follows: "Permitted Reorganisation" means: (i) any solvent winding up or dissolution of a Principal Subsidiary where the remaining assets of such Principal Subsidiary are distributed to FGB or any wholly owned Subsidiary of FGB; (ii) any disposal by any Subsidiary (including, but not limited to, on its solvent winding up) of the whole or a substantial part of its business, undertaking or assets to FGB or any wholly owned Subsidiary of FGB; (iii) any amalgamation, consolidation or merger of a Subsidiary with any other Subsidiary or any other wholly owned Subsidiary of FGB; (iv) any amalgamation, consolidation, or merger of FGB and/or any of its Subsidiaries with National Bank of Abu Dhabi P.J.S.C. (or its successors) (the "NBAD Merger") and/or any of its subsidiaries and any reorganisation as a result of such NBAD Merger, including, but not limited to, any solvent winding up or dissolution of, or any disposal by FGB or any Subsidiary, where the remaining assets of FGB or such Subsidiary are distributed to National Bank of Abu Dhabi P.J.S.C. or any wholly owned subsidiary of National Bank of Abu Dhabi P.J.S.C.; or (v) any amalgamation, consolidation, restructuring, merger or reorganisation on terms previously approved by a modification made by Extraordinary Resolution of the Certificateholders pursuant to Condition 18 (Meeting of Certificateholders; Modification and Waiver); 2. (subject to paragraph 4 of this Extraordinary Resolution), the Securityholders acknowledge and approve the amalgamation, consolidation or merger of FGB and/or any of its Subsidiaries with National Bank of Abu Dhabi P.J.S.C. (or its successors) and/or any of its subsidiaries (the "NBAD Merger") and agree that the NBAD Merger shall not constitute a Dissolution Event for the purposes of the Conditions and agree to release and waive all rights, claims, actions or entitlements, whether arising under UAE law or English law, against FGB, whether under the Conditions, the Agency Agreement or the Master Declaration of Trust relating to the Securities, in each case arising in connection with the proposal or implementation of the NBAD Merger; 3. (subject to paragraph 4 of this Extraordinary Resolution) sanctions every abrogation, modification, compromise or arrangement in respect of the rights of the 18 January 2017 Securityholders appertaining to the 18 January 2017 Securities against FGB, whether or not such rights arise under the Conditions, including Condition 15 (iii), the Master Declaration of Trust or otherwise, involved in, resulting from or to be effected by the amendments referred to in paragraph 1 of this Extraordinary Resolution and their implementation; 4. declares that the implementation of this Extraordinary Resolution shall be conditional on: (a) (b) the passing of this Extraordinary Resolution; and the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible 18 January 2017 Securityholders, irrespective of any participation at the Meeting by Ineligible 18 January 2017 Securityholders and that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the chairman of the Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 5 of this Extraordinary Resolution with the exception of resolution 4(b) - 2 -

3 of this Extraordinary Resolution at the adjourned Meeting, in which case this condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible 18 January 2017 Securityholders irrespective of any participation at the adjourned Meeting by Ineligible 18 January 2017 Securityholders; and 5. acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below: "Consent Solicitation" means the invitation by FGB to all Eligible 18 January 2017 Securityholders to consent to the modification of the Conditions relating to the 18 January 2017 Securities as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; "Consent Solicitation Memorandum" means the consent solicitation memorandum dated 24 October 2016 prepared by FGB in relation to the Consent Solicitation; "Eligible 18 January 2017 Securityholder" means each 18 January 2017 Securityholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation; "Ineligible 18 January 2017 Securityholder" means each 18 January 2017 Securityholder who is not a person to whom the Consent Solicitation is being made, on the basis that such 18 January 2017 Securityholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom (in FGB's sole discretion) the Consent Solicitation cannot otherwise be lawfully made; and "Securities Act" means the U.S. Securities Act of 1933, as amended." BACKGROUND On 3 July 2016, the boards of directors of each of FGB and NBAD jointly announced that they had agreed the terms of a proposed merger between FGB and NBAD (the "Merger") and had jointly recommended the Merger to their respective shareholders (the "Board Recommendation"). The Merger is intended to be effected by way of a merger pursuant to Article 283(1) of UAE Federal Law No. 2 of 2015 concerning Commercial Companies (the "Companies Law"). A general meeting of the shareholders of FGB has also been convened for 7 December 2016 to consider and if thought fit, pass resolutions to approve the Merger. Following satisfaction of the conditions precedent to the Merger (one of which includes obtaining the approval of FGB's shareholders to the terms of the Merger and certain ancillary resolutions), the boards of directors of each of FGB and NBAD will apply to the UAE Minister of Economy for a resolution approving the Merger (and other related matters, including the dissolution of FGB) (the "Ministerial Resolution"). The Merger shall become effective upon the adoption of the Ministerial Resolution (the "Effective Date"). Upon the Effective Date, all of FGB's shares will be delisted from the Abu Dhabi Securities Exchange and pursuant to the provisions of Article 291 of the Companies Law, FGB will be dissolved. The boards of directors of NBAD and FGB recognise the combined entity's fundamental role in supporting the UAE's economic ambitions and financing growth as part of the country's ongoing economic diversification strategy. The combined bank will be the largest bank in the Middle East and North Africa region by assets, making it one of the leading financial institutions in the United Arab Emirates with a presence in 21 countries. The boards of NBAD and FGB believe that the combined bank will be well positioned to benefit from greater economies of scale, increased diversification and financial strength and well placed to capture high growth opportunities as a full-service financial institution. Furthermore, the boards of NBAD and FGB further believe that the Merger offers significant benefits to customers and investors resulting from the combination of NBAD and FGB's consumer and wholesale businesses. In the Merger, all rights and obligations of FGB that are allocated to NBAD are by operation of UAE law automatically transferred to NBAD upon implementation of the Merger. FGB is undertaking the Consent - 3 -

4 Solicitation to receive confirmation from Securityholders that they support the Merger and thereby to remove any unforeseen legal uncertainties for existing stakeholders, including the Securityholders. CONSENT SOLICITATION FGB has invited eligible holders of the Securities (the "Consent Solicitation") to consent to the approval, by Extraordinary Resolution at the Meeting, of the modification of the Conditions relating to the Securities as described in paragraph 1 of the Extraordinary Resolution as set out above, all as further described in the Consent Solicitation Memorandum (as defined in paragraph 5 of the Extraordinary Resolution set out above). The Consent Solicitation is only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons located and resident outside the United States and who are not "U.S. persons" (as defined in Regulation S under the Securities Act) (all such persons "Eligible Securityholders"). Subject to the restrictions described in the previous paragraph, Eligible Securityholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Securityholder will be required to provide confirmation as to his or her status as an Eligible Securityholder. Pursuant to the Consent Solicitation, each Eligible Securityholder from whom a valid Consent Instruction (as defined in the Consent Solicitation Memorandum) is received by the Tabulation Agent by the deadline specified in the Consent Solicitation Memorandum will, subject to the conditions set out in the Consent Solicitation Memorandum, be eligible to receive payment of an amount equal to 0.05 per cent. of the principal amount of the Securities that are the subject of such Consent Instruction (the "Early Participation Fee"), all as more fully described in the Consent Solicitation Memorandum. Ineligible Securityholder Payment INELIGIBLE SECURITYHOLDER PAYMENT Any Securityholder who is not eligible to participate in the Consent Solicitation, on the basis that such Securityholder is either (i) a U.S. person and/or located or resident in the United States and/or (ii) a person to whom the Consent Solicitation cannot otherwise be lawfully made (each an "Ineligible Securityholder") may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the applicable Early Participation Fee (which is an amount equal to 0.05 per cent. of the principal amount of the Securities that are the subject of the relevant Ineligible Securityholder Instruction (as defined below)) (the "Ineligible Securityholder Payment"). To be eligible for the Ineligible Securityholder Payment, an Ineligible Securityholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Securityholder Instruction that is received by the Tabulation Agent by 4.00 p.m. (London Time) on 3 November 2016 (the "Ineligible Instruction Deadline") and is not subsequently revoked. Only Ineligible Securityholders may submit Ineligible Securityholder Instructions and be eligible to receive the Ineligible Securityholder Payment. By delivering, or arranging for the delivery on its behalf, of an Ineligible Securityholder Instruction in accordance with the procedures described below, a Securityholder shall be deemed to agree, acknowledge and represent to FGB, the Tabulation Agent and the Solicitation Agents that it is an Ineligible Securityholder. Payment of the Ineligible Securityholder Payment is subject in each case to the Extraordinary Resolution being passed at the Meeting (or any adjourned the Meeting) and implemented by FGB. Where payable, Ineligible Securityholder Payments are expected to be paid by FGB to the relevant Ineligible Securityholders by no later than the fifth business day following the passing of the Extraordinary Resolution at the Meeting or (if applicable) adjourned Meeting. By submitting an Ineligible Securityholder Instruction by the Ineligible Instruction Deadline, an Ineligible Securityholder will instruct the Fiscal Agent or the holder of the registered Securities (as applicable) to appoint one or more representatives of the Tabulation Agent as their proxy to attend the relevant Meeting - 4 -

5 (and any adjourned such Meeting) and vote in favour of the Extraordinary Resolution, and will be deemed to represent that: (a) it is not a person that is, or is directly or indirectly owned or controlled by a person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: or that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (A) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: List/Pages/ssi_list.aspx) (the "SSI List"), (B) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), or (C) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes; (b) it has not received or is aware of any claim, action, suit, proceeding or investigation against it with respect to sanctions by a Sanctions Authority; (c) none of FGB, the Solicitation Agents and the Tabulation Agent has given it any information with respect to the Extraordinary Resolution save as expressly set out in this Notice nor has any of them expressed any opinion about the term of any Extraordinary Resolution or made any recommendation to it as to whether it should participate at the Meeting or whether to vote in favour of or against (or how to vote in respect of) the Extraordinary Resolution and it has made its own decision based on financial, tax or legal advice it has deemed necessary to seek and is assuming all the risks inherent in voting on the Extraordinary Resolution; (d) no information has been provided to it by FGB, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, with regard to the tax consequences for Securityholders arising from the implementation of any Extraordinary Resolution or the receipt by it of the Ineligible Securityholder Payment (if applicable), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Securityholder Payment, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against FGB, the Solicitation Agents or the Tabulation Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments. Submission of Ineligible Securityholder Instructions In respect of the Securities held through Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), the submission of Ineligible Securityholder Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from Euroclear or Clearstream, Luxembourg, as applicable, of a valid instruction (an "Ineligible Securityholder Instruction") submitted in accordance with the requirements of Euroclear or Clearstream, Luxembourg, as applicable. Each such Ineligible Securityholder Instruction must specify, among other things, the aggregate principal amount of the Securities to which such Ineligible Securityholder Instruction relates, and that the Ineligible Securityholder wishes to instruct the Delegate or the registered holder of such Securities to appoint one or more representatives of the Tabulation Agent to attend the Meeting (and any adjourned Meeting) and to vote in favour of the Extraordinary Resolution. The receipt of such Ineligible Securityholder Instruction by Euroclear or Clearstream, Luxembourg, as applicable, will be acknowledged in accordance with the standard practices of Euroclear or Clearstream, Luxembourg, as applicable, and will result in the blocking of the Securities in the relevant Ineligible Securityholder's account with Euroclear or Clearstream, Luxembourg, as applicable, so that no transfers may be effected in relation to such Securities until the earlier of (i) the date on which the relevant Ineligible Securityholder Instruction is validly revoked (including their automatic revocation on the termination of the related Consent Solicitation) and (ii) the conclusion of the Meeting (or, if applicable, any adjourned Meeting). Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Securityholder Instructions. Each beneficial owner of Securities who is an Ineligible Securityholder and is not a Direct Participant, must arrange for the Direct Participant through which such beneficial owner of Securities who is an Ineligible Securityholder holds its Securities to submit an Ineligible Securityholder Instruction on its behalf to Euroclear or Clearstream, Luxembourg, as applicable, before the deadlines specified by the relevant clearing system. Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold their Securities when such intermediary would need to receive instructions from a Securityholder in order for such Securityholder to submit an Ineligible Securityholder Instruction by the - 5 -

6 deadline specified above. The deadlines set by any such intermediary and each clearing system for the submission and revocation of Ineligible Securityholder Instructions will be earlier than the deadline specified above. SELLING RESTRICTIONS If the Extraordinary Resolution is passed and implemented in respect of the Securities, until the expiry of the period of 40 days after such date, sales of the Securities may not be made in the United States or to U.S. persons unless made outside the United States pursuant to Rule 903 and 904 of Regulation S. GENERAL Copies of the Agency Agreement and the Master Declaration of Trust (each as amended, restated and/or supplemented as at the issue date of the Securities are also available for inspection by Securityholders (a) on and from the date of this Notice up to and including the date of the Meeting, at the specified offices of the Tabulation Agent during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting and (b) at the Meeting and at the offices of Clifford Chance LLP at 10 Upper Bank Street, London, E14 5JJ for 15 minutes before the Meeting. The attention of Securityholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in "Voting and Quorum" below. Having regard to such requirements, Securityholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting (including by way of submitting Consent Instructions or Ineligible Securityholder Instructions) as soon as possible. VOTING AND QUORUM Securityholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Consent Instruction or Ineligible Securityholder Instruction in respect of the Extraordinary Resolution by 4.00 p.m. (London Time) on 10 November 2016 (the "Expiration Deadline"), by which they will have given instructions for the appointment of one or more representatives of the Tabulation Agent by the Delegate or the holder of the registered Securities (as applicable) as their proxy to vote in favour of or against (as specified in the Consent Instruction or Ineligible Securityholder Instruction) the Extraordinary Resolution at the Meeting (or any adjourned Meeting), or abstain from voting (as the case may be), need take no further action to be represented at the Meeting (or any such adjourned Meeting). Securityholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) a Consent Instruction or Ineligible Securityholder Instruction in respect of the Extraordinary Resolution should take note of the provisions set out below detailing how such Securityholders can attend or take steps to be represented at the Meeting (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any adjourned Meeting). 1. Subject as set out below, the provisions governing the convening and holding of the Meeting are set out in schedule 4 to the Master Declaration of Trust, copies of which are available from the date of this Notice to the conclusion of the Meeting (or any adjourned Meeting) as referred to above. For the purposes of the Meeting, a "Securityholder" means a Direct Participant. 2. All of the Securities are represented by global Securities held by or registered in the name of a nominee for a common depositary or common safekeeper for Euroclear and/or Clearstream, Luxembourg. For the purposes of this Notice, a "Direct Participant" means each person who is for the time being shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a particular principal amount of the Securities. A Direct Participant or beneficial owner of the Securities in registered form wishing to attend and vote at the Meeting and any adjourned Meeting in person must produce at the Meeting a valid form of proxy. A Direct Participant may obtain a form of proxy in respect of its Securities from the Tabulation Agent by arranging (through its Direct Participant if it is not itself a Direct Participant) for its Securities to be blocked in an account with Euroclear or Clearstream, Luxembourg not later than 48 hours before the time fixed for the Meeting (or, if applicable, any - 6 -

7 adjourned Meeting) and within the relevant time limit specified by Euroclear or Clearstream, Luxembourg, as the case may be. A Direct Participant or beneficial owner of the Securities not wishing to attend and vote at the Meeting in person may give a voting instruction (through its Direct Participant if it is not itself a Direct Participant) in accordance with the standard procedures of Euroclear and/or Clearstream, Luxembourg) and require the Tabulation Agent to include the votes attributable to its Notes in a global form of proxy issued by the Registrar for Meeting or any adjourned the Meeting, in which case the registered holder shall appoint the Tabulation Agent as proxy to attend and vote at Meeting in accordance with such Direct Participant or beneficial owner's instructions. A Direct Participant must request the relevant clearing system to block the Securities in its account and to hold the same to the order or under the control of the relevant Paying Agent or Registrar not later than 48 hours before the time appointed for holding the Meeting in order to obtain voting certificates or forms of proxy or give voting instructions in respect of the Meeting. In the case of Euroclear/Clearstream Instructions, such blocking instructions are part of the electronic instructions that must be given and as part of any such electronic instructions each Securityholder must also confirm whether it is an Eligible Securityholder or an Ineligible Securityholder for the purposes of the Consent Solicitation. Securities so blocked will not be released until the earlier of: (i) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and (ii) (A) (B) in respect of voting certificate(s) or forms of proxy, the surrender to the relevant Paying Agent of such voting certificate(s) or the Registrar of such forms of proxy and notification by the relevant Paying Agent or the Registrar to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or in respect of voting instructions, not less than 48 hours before the time for which the Meeting (or, if applicable, any adjourned Meeting) is convened, the notification in writing of any revocation of a Direct Participant's previous instructions to the relevant Paying Agent and the same then being notified in writing by the relevant Paying Agent to FGB at least 24 hours before the time appointed for holding the Meeting and such Securities ceasing in accordance with the procedures of the relevant clearing system and with the agreement of the relevant Paying Agent to be held to its order or under its control. Securityholders should note that voting instructions (unless validly revoked) given and voting certificates or forms of proxy obtained in respect of a Meeting shall remain valid for any adjourned Meeting. 3. The quorum required at the Meeting is two or more persons present holding the Securities or voting certificates or being proxies or representatives and holding or representing in the aggregate more than 50 per cent. of the then outstanding aggregate face amount of the Securities. If a quorum is not present within 30 minutes after the time appointed for the Meeting, the Meeting will be adjourned for a period being not less than 14 clear days and not more than 42 clear days and at a place appointed by the Chairman and the Extraordinary Resolution will be considered at such adjourned Meeting (notice of which will be given to the Securityholders in accordance with the Conditions and the Master Declaration of Trust). The quorum at any such adjourned Meeting will be two or more persons present holding Securities or voting certificates or being proxies or representatives and holding or representing in aggregate any principal amount of the Securities for the time being outstanding. The holding of any adjourned Meeting will be subject to FGB giving at least 10 days' notice in accordance with the relevant Conditions and the Agency Agreement that such adjourned Meeting is to be held

8 4. Every question submitted to a Meeting shall be decided in the first instance by a show of hands. Unless a poll is (before or at the time that the result is declared) demanded by the Chairman, FGB or any Securityholder present or proxy or representative holding not less than one-fiftieth of the principal amount of the Securities for the time being outstanding, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the Extraordinary Resolution. At the Meeting (a) on a show of hands every person who is present in person and produces a voting certificate or is a proxy or representative shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each USD 1,000 (as applicable) in principal amount of the outstanding Securities of the Securities so represented by the voting certificate or in respect of which that person is a proxy or representative. 5. To be passed at the Meeting, the Extraordinary Resolution requires a majority in favour consisting of not less than three-fourths of the votes cast. If passed, the Extraordinary Resolution will be binding on all Securityholders of the Securities, whether or not present at the Meeting and whether or not voting. This Notice is given by First Gulf Bank P.J.S.C. Securityholders should contact the following for further information: The Solicitation Agents Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: Attention: Liability Management Group eu.lm@barclays.com HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: Attention: Liability Management Group LM_EMEA@hsbc.com National Bank of Abu Dhabi P.J.S.C. One NBAD Tower Sheikh Khalifa Street PO Box 4 Abu Dhabi United Arab Emirates Telephone: /1693 Attention: Debt Capital Markets dcm@nbad.com Standard Chartered Bank P.O. Box 999 Dubai 10 United Arab Emirates Telephone: /

9 Attention: Debt Capital Markets Tabulation Agent Citibank N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone: / Attention: Exchange Team Agency and Trust Exchange.gats@citi.com Dated: 24 October