Presentation at the "GCC Corporate Finance Conference - Capital Markets in Turbulent Times". April 2008

1. Emirates NBD
Communicating a Merger :
The Emirates NBD Story
Sanjay Uppal
Group Chief Financial Officer
Emirates NBD
GCC Corporate Finance Conference
Capital Markets in Turbulent Times
16 – 17 April 2008
Park Hyatt, Dubai

2. Successful Organizations underscore the need for
effective communications
“The perseverance to repeat the same message day after day, year after year, with no end in
sight, may be Welch's [CEO of GE during one of its most successful periods] greatest
strength
strength”
Noel Tichy & Stratford Sherman
“The key is to have organized listening...so that you’re constantly listening to the
organization...Then you have to sum up what’s going on, clarify what’s not clear, and
communicate back”
Jean Pierre Garnier, SmithKline Beecham
“People want direct, clear, timely and truthful communications…People need to know where
the organization is going and what the future holds”
Ned Barnholt, CEO Agilent Technologies
Barnholt CEO,
Source: Fortune book excerpt (Control Your Destiny or Someone Else Will, Noel Tichy and Stratford Sherman), January 23, 1993; Chief Executive, Summer, 2002;
IABC Communications World, June/July 1993; Control Your Destiny or Someone Else Will 1

3. How it all started………
2

4. A merger is a time of uncertainty and risk …..
Employees may leave
Customers are worried
Market / Shareholders may react negatively
Competitors attack : people & business
Productivity / revenues often decline
…..Communication is essential to focus the organization &
to help mitigate these risks
3

5. Early, frequent communication following merger has impact
EXAMPLE
Change in mean from pre-merger benchmark Control plant – no communication until
formal announcement of organizational
changes
Experiment plant – early, frequent
communication during planning process
Stress – 9% less Uncertainty – 22% less Intention to remain – 6% higher
4 5 6
4
3 3
5
Mean
Mean
Mean
2
2
M
M
M
1
0
-4 2 4 16 -4 2 4 16 -4 2 4 16
Weeks before/after merger Weeks before/after merger Weeks before/after merger
Performance (self reported) – View company as trustworthy,
Job satisfaction – 14% higher 20% higher honest, caring – 11% higher
3 4 4
3
2 3
Mean
Mean
Mean
2
-4 2 4 16 -4 2 4 16 -4 2 4 16
Weeks before/after merger Weeks before/after merger Weeks before/after merger
Source: Schweiger and Dennis, Communication with employees following a merger: a longitudinal field experiment; Academy of Management Journal, Vol. 34, Nr.1,
1991; conducted research on two plants in a newly merged organization 4

6. Emirates NBD merger communication timeline
7 March March – June 12 July 5 Sept 17 Sept 16 Oct
Merger Valuation / Legal / Merger EBI EGM Executive ENBD
Announced Due Diligence /
g Terms Committee Lists on
Negotiations Announced Appointed DFM
(Press
conference)
Tradi Suspended
Tradi Suspended
Tradi Suspended
(7-15 Oct)
ing
ing
ing
(
13 March 2 July 1 Aug 6 Sept 26 Sept 19-22 Oct
Joint Steering Merger Merger NBD EGM First Board IMF Meeting,
committee terms Offer Meeting of Washington
established agreed launched ENBD
5

7. Communicating with all stakeholders
. . . and articulated issues & our approach for
d ti l t d i hf
We developed our Stakeholder map. . . each stakeholder group
Internal External Others Stake- Their Our Message Channels
holders issues objective
j
Staff Shareholders General Public Press /
Shareholders Value Increase Safe /
Enhanced Website
Investment
Boards Customers Customers Service/ Competitive Larger bank, Press /
Banks Pricing distribution.. Website
UAE
regulators Accountants
Staff Job Security/ Attract and Better Intranet
Career Retain best opportunities webcasts,
Foreign
g Outlook talent in diversified newsletters
regulators Legal Advisors
organisation
Analysts
Other Advisors Regulators Transparency/ Compliance/ Meeting
Blueprint Best Practice
Media
Ratings
agencies
Suppliers
6

8. Stakeholder management : Shareholders, Investors & Analysts
Key Issue Issue discussed Channels Used Messenger
Deal Rationale Creation of UAE champion • Press • Press Releases
with scale & financial • Conference calls • Call transcripts
strength to effectively • Website • www.ebinbdmerger.com
compete in UAE & GCC
p • One-on-one briefings
g • Offer circular
Management Quality Established management • Press • Press briefings
expertise, best practices • Website
Earnings dilution Enhanced market position, • Presentations • Conference calls
leverage the distribution • Website • Offer circular
networks & geographical
presence of EBI & NBD
Justification of Valuations, Merger terms • Press • Press briefings
Premiums • Website • Offer circular
Synergies Value Creation through • Presentations • Conference calls
revenue and cost synergies • Website • Offer circular
Roadmap Timetable of key stages • Presentations • Conference calls
• Website • Offer circular
7

9. Safeguard & Enhance shareholder’s interest…..
8

10. Stakeholder management : Employees
Key Issue Issue discussed Channels Used Messenger
Attract & Retain top Greater ability to attract • Websites • Employee
talent and retain talent communications
• Internal broadcasts • Merger updates
Redundancy Larger, diversified, • Internal broadcasts • Merger updates
growing organization • Internal news letters • News letter
Career Path Enhanced career • Website • Announcements
opportunities, better • Internal news letter • News letter
career development • Internal broadcast • Employee Q&As
Training opportunities Improved training • Internal news letter • Announcements
• Intranet • News letters
With more informal, face-to-face communication in & around merger,
the formal materials become more credible & useful among employees
9

11. Communicating with our staff
10

12. Stakeholder management : Regulators
Key Issue Issue discussed Channels Used Messenger
Transparency Valuations, Rationale • Meetings • Steering Committee
• Conference • Exco
• EGM
Best Practices Stages of Merger Process • Written • Exco
Establish blueprint for Communication • Investment Banks
future mergers • Meetings • Legal Advisors
Compliance Licenses, Approvals, • Written • Applications
Waivers Communication • Requisitions
• Meetings
11

13. Launching the ‘Offer’
12

14. Shareholders approve the merger
13

15. Multiple channels leveraged to ensure impact
Outgoing communication Dialogue
Channels / tools Channels/tools
News Letters Steering committee meetings
Press Releases Team meetings
Media Interviews AGMs / EGMs
E-Mails Shareholder dialogue
Intranet Press Conferences
Internet Press Interviews
P I t i
One-on-one meetings
Informal Meetings
Call Centres
Intranet – “Ask the CEO”
14

16. Emirates NBD is born
15

17. Lessons learned
What worked well What we could have done more of
Centralised Communication
Internal communications
I t l i ti
process
Communicating the merger
Plan, plan, plan…..
process to stakeholders
Setting up communication
Communicating the ‘Offer’ process
channels
Allow more time for Arabic /
Balanced / measured approach
English translations
E li h t l ti
to communications
Protected investors – suspension
of trading as necessary
Even if at the risk of
Constant feedback over-communicating
Delivered o ou p o ses
e e ed on our promises
16

18. Life ft th
Lif after the merger……..
17

19. Merger communication never stops
New Brand
Group’s Vision, Mission & Values
Organisation structures & model
Delivering Synergies
Analysts / Media : Presentations on IFRS 3
Investor Relations
New HR policies
Integration : Plans & updates
Financial Announcements
Emirates NBD’s First AGM
Team building
Impact of external events
...
18

20. EmiratesNBD : A new beginning…..
More information on http://www.emiratesnbd.com/ 19