Acquisition

ABU DHABI COMMERCIAL BANK (ADCB) SIGNS AGREEMENT TO ACQUIRE

ROYAL BANK OF SCOTLAND'S (RBS) RETAIL BANKING BUSINESS IN THE UAE

·; First UAE bank acquisition of international bank's UAE retail banking franchise

·; RBS retail banking acquisition in the UAE doubles ADCB credit card business

·; 250,000 new retail customers for ADCB

Abu Dhabi, 16 June 2010:Abu Dhabi Commercial Bank (ADCB), today announced that it has signed an agreement to acquire the retail banking business of The Royal Bank of Scotland (RBS) in the United Arab Emirates (UAE). The acquisition is subject to UAE Central Bank approval.

This would be the first acquisition of an international bank's retail banking franchise in the UAE by a local bank and would provide ADCB with an opportunity to add significant scale and momentum in the strategically important consumer banking business. The acquisition would provide tremendous opportunities for the Bank, doubling ADCB's credit card business and significantly improving its market share to become one of the top three credit card players in the country and creating one of the largest mass affluent businesses in the UAE.

This transaction fits in with the strategic objective of ADCB to focus and grow in the UAE. The Bank remains positive about the long term growth potential of the UAE andbelieves that this acquisition will offer a solid platform for value creation for the future.

As at March 31st, 2010, ADCB had 49 branches, 175 ATMs and over 340,000 retail customers. The acquisition would further enhance ADCB's franchise by leveraging RBS's established local retail banking presence with an addition of over 250,000 customers, 51 ATMs, 3 new branches and 2 customer service centres along with a world class operations processing and a modern call centre facility based in Dubai. The combined business would benefit from delivering economies of scale, a stronger operating platform and a wider distribution network.

ADCB, with a total capital ratio of 17.5% as at 31st March 2010, would finance this acquisition from internal cash resources. The total cash consideration is equal to the net asset value of UAE RBS retail banking business at completion plus $46 million. As at 31 December, 2009, the net assets of the business were approximately $54 million. For ADCB, this amounted to approximately 1.59 multiples of book value.

Arup Mukhopadhyay, Head of Consumer Banking at ADCB, said:

"The RBS retail business in the UAE is an ideal strategic fit for the consumer banking business of ADCB, which has witnessed dramatic growth over the last five years and remained resilient through the economic downturn. This acquisition adds significantly to the two strategic growth engines of ADCB's consumer banking franchise - credit cards and the mass affluent wealth management business - and the combined entity provides a perfect platform for building a consumer banking powerhouse in the UAE."

Ala'a Eraiqat, Chief Executive Officer and a member of the Board of ADCB, said:

"This is an historic occasion in the UAE banking industry with a local bank acquiring the business of a multi-national bank for the first time. The acquisition is in line with our key strategic objective of strengthening our core business and market position in the UAE and I am confident this acquisition will deliver long-term value to all ADCB stakeholders.

This was a vigourous process and after detailed due diligence, ADCB was the preferred bidder particularly in terms of its ability to effectively integrate and execute the transaction. It is a proud moment for ADCB and Abu Dhabi as we are delighted to welcome RBS UAE retail banking employees and over 250,000 RBS retail banking customers to the ADCB family. We will continue to provide the exceptional level of service that ADCB customers enjoy."

About ADCB:

ADCB was formed in 1985 and today employs over 2,400 people from 45 nationalities, serving approximately 340,000 retail customers and over 20,000 wholesale clients. It is the third largest bank in the UAE and second largest in Abu Dhabi by assets, at AED 163.7 billion as at March 31st, 2010.

ADCB is a full-service commercial bank which offers a wide range of products and services such as retail banking, wealth management, private banking, corporate banking, commercial banking, cash management, investment banking, corporate finance, foreign exchange, interest rate, currency, derivative, Islamic products, project finance and property management services.

ADCB is owned 64.8% by the Abu Dhabi Government through the Abu Dhabi Investment Council. Its shares are traded on the Abu Dhabi Securities Market.

ADCB has won the Silver class category of The Sheikh Khalifa Excellence Award (SKEA) for the finance sector in November, 2009. In February 2010, ADCB won The World Finance Corporate Governance Award for "Best Corporate Governance in the UAE" and was recently named "Best Retail Bank in the UAE and GCC 2010" by The Asian Banker magazine in March 2010.

About The Royal Bank of Scotland Group:

The RBS Group is a large international banking and financial services company. Headquartered in Edinburgh, the Group operates in the United Kingdom, Europe, the Middle East and Africa, the Americas and Asia, serving over 30 million customers.

The Group provides a wide range of products and services to personal, commercial and large corporate and institutional customers through its two principal subsidiaries, The Royal Bank of Scotland and NatWest, as well as through a number of other well-known brands including, Citizens, Charter One, Ulster Bank, Coutts, Direct Line and Churchill.

The UK Government has a total shareholding in RBS Group of 68.39% of the total outstanding shares on issue or an economic interest of 83.18%.

For further details please contact

Corporate Communications

Majdi Abd El Muhdi

E: [email protected]