Obligation Emirates NBD PJSC 2.96% ( XS1652852390 ) en USD

Emirates NBD PJSC

100 % ▲

Emirats Arabes Unis

XS1652852390 ( en USD )

2.96% par an ( paiement semestriel )

25/07/2020 - Obligation échue

Prospectus brochure de l'obligation Emirates NBD PJSC XS1652852390 en USD 2.96%, échue

200 000 USD

100 000 000 USD

L'Obligation émise par Emirates NBD PJSC ( Emirats Arabes Unis ) , en USD, avec le code ISIN XS1652852390, paye un coupon de 2.96% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/07/2020

EMIRATES NBD BANK PJSC
(incorporated with limited liability in The United Arab Emirates)
EMIRATES NBD GLOBAL FUNDING LIMITED
(incorporated as an exempted company with limited liability in the Cayman Islands)
U.S.$12,500,000,000
Euro Medium Term Note Programme
On 20 June 2002, Emirates Bank International PJSC ("EBI") entered into a U.S.$1,000,000,000 Euro Medium Term Note Programme (the "Programme"). On 19 January
2005, the maximum aggregate nominal amount of Notes which may be outstanding under the Programme was increased from U.S.$1,000,000,000 to U.S.$3,500,000,000 and on
19 April 2007 such maximum aggregate nominal amount was further increased to U.S.$7,500,000,000. On 21 November 2009, EBI was legally amalgamated with Emirates
NBD Bank PJSC ("ENBD" or the "Bank"). As a result of the amalgamation, all of the assets and liabilities of EBI were transferred to ENBD, EBI was dissolved and ENBD is
now considered to be the issuer of the Notes issued by EBI prior to the date hereof. Any Notes (as defined below) issued under the Programme are issued subject to the
provisions set out herein. This does not affect any Notes issued prior to the date hereof.
Under the Programme, ENBD and Emirates NBD Global Funding Limited ("EGF" and, together with ENBD in its capacity as issuer, the "Issuers" and each an "Issuer") may
from time to time issue notes (the "Notes") denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below).
The payments of all amounts due in respect of the Notes issued by EGF will be unconditionally and irrevocably guaranteed (the "Guarantee") by ENBD (in such capacity, the
"Guarantor").
References to "the relevant Obligor(s)" shall, in the case of any issue of Notes, mean the relevant Issuer and, if the relevant Issuer is EGF, the Guarantor.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$12,500,000,000 (or its equivalent in other
currencies calculated as described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealer appointed
under the Programme from time to time by the Issuers (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis.
References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all
Dealers agreeing to subscribe for such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk
Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 10
July 2005 on prospectuses for securities (the "Luxembourg Law") to approve this document as a base prospectus. The CSSF assumes no responsibility as to the economic and
financial soundness of the Programme or in respect of the quality or solvency of ENBD or EGF pursuant to Article 7(7) of the Luxembourg Law. Application has also been
made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the
"Regulated Market") and to be listed on the official list (the "Official List") of the Luxembourg Stock Exchange, during the period of 12 months from the date of this Base
Prospectus.
This Base Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under the DFSA's Markets Rule 2.6 and is therefore an Approved Prospectus
for the purposes of Article 14 of the DFSA's Markets Law 2012. Application has also been made to the DFSA for certain Notes issued under the Programme during the period
of 12 months from the date of this Base Prospectus to be admitted to the official list of securities (the "DFSA Official List") maintained by the DFSA and to Nasdaq Dubai for
such Notes to be admitted to trading on Nasdaq Dubai.
References in this Base Prospectus to Notes being "listed"(and all related references) shall mean that: (i) such Notes have been admitted to listing on the Official List and
admitted to trading on the Regulated Market which is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive"); and/or
(ii) such Notes have been admitted to trading on Nasdaq Dubai and have been admitted to the Official List of securities maintained by the DFSA.
The DFSA does not accept any responsibility for the content of the information included in this Base Prospectus, including the accuracy or completeness of such information.
The liability for the content of this Base Prospectus lies with each of ENBD and EGF. The DFSA has also not assessed the suitability of the Notes to which this Base Prospectus
relates to any particular investor or type of investor. If you do not understand the contents of this Base Prospectus or are unsure whether the Notes to which this Base Prospectus
relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial advisor.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each
Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms (the "Final Terms") which, with respect to Notes to be listed on the
Luxembourg Stock Exchange, will be filed with the CSSF and which, with respect to Notes to be listed on Nasdaq Dubai, will be delivered to the DFSA and Nasdaq Dubai.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between
each relevant Obligor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The rating of certain Tranches of Notes to be issued under the Programme and the credit rating agency issuing such rating may be specified in the applicable Final Terms.
ENBD has been assigned a long term rating of A+ and a short term rating of F1 by Fitch Ratings Ltd. ("Fitch") and a long term rating of A3 by Moody's Investors Service Ltd.
("Moody's"). The United Arab Emirates has been assigned a credit rating of Aa2 by Moody's Investors Service Singapore Pte. Ltd. ("Moody's Singapore"). The rating has
been endorsed by Moody's in accordance with Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation").
Moody's Singapore is not established in the European Union and has not applied for registration under the CRA Regulation. Each of Fitch and Moody's is established in the
European Union and is registered under the CRA Regulation. Each of Fitch and Moody's appears on the latest update of the list of registered credit rating agencies on the
European Securities and Markets Authority ("ESMA") website at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Emirates NBD Capital
HSBC
ING
Morgan Stanley
Nomura
Société Générale Corporate & Investment Banking
Standard Chartered Bank
The date of this Base Prospectus is 30 May 2017

IMPORTANT NOTICES
This Base Prospectus complies with the requirements in Part 2 of the Markets Law (DIFC Law No. 1 of
2012) and Chapter 2 of the Markets Rules and comprises a base prospectus for the purposes of Article 5.4
of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU)
and including any relevant implementing measure in a relevant Member State of the European Economic
Area (the "Prospectus Directive").
Each of ENBD and EGF accepts responsibility for the information contained in this Base Prospectus. To
the best of the knowledge of each of ENBD and EGF (each having taken all reasonable care to ensure that
such is the case) the information contained in this Base Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the
Notes" as completed by the applicable Final Terms. This Base Prospectus must be read and construed
together with any supplements hereto and with any information incorporated by reference herein (see
"Documents Incorporated by Reference") and, in relation to any Tranche of Notes which is the subject of
Final Terms, must be read and construed together with the applicable Final Terms.
Copies of the applicable Final Terms will be available from the registered office of ENBD and the
specified offices of the Paying Agent (as defined below).
Certain information contained in "Risk Factors", "Description of Emirates NBD Bank PJSC ENBD's
Competition", "Overview of the UAE and the Emirate of Dubai" and "The United Arab Emirates Banking
and Financial Services System" (as indicated therein) has been extracted from independent, third party
sources. Each of ENBD and EGF confirms that all third party information contained in this Base
Prospectus has been accurately reproduced and that, as far as it is aware and is able to ascertain from
information published by the relevant, third party sources, no facts have been omitted which would render
the reproduced information inaccurate or misleading. The source of any third party information contained
in this Base Prospectus is stated where such information appears in this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated
in this Base Prospectus or any other information provided by any of ENBD or EGF in connection with the
Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by any of ENBD or EGF in
connection with the Programme.
No person is or has been authorised by ENBD or EGF to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by ENBD or EGF or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes: (i) is intended to provide the basis of any credit or other evaluation; or (ii) should be considered as
a recommendation by ENBD or EGF or any of the Dealers that any recipient of this Base Prospectus or
any other information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant
Obligor(s). Neither this Base Prospectus nor any other information supplied in connection with the
Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of ENBD or EGF
or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning ENBD or EGF is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers expressly do not undertake to review the financial condition or affairs of any of ENBD
or EGF during the life of the Programme or to advise any investor in the Notes of any information coming

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to their attention. Investors should review, inter alia, the most recently published documents incorporated
by reference into this Base Prospectus when deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and Notes in bearer form are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to,
or for the account or benefit of, U.S. persons (see "Subscription and Sale").
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuers, the Guarantor and the Dealers do not represent that this Base Prospectus may
be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuers, the Guarantor or the Dealers which is intended to permit a public
offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Base Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus
and the offer or sale of Notes in the United States, the European Economic Area (including the United
Kingdom, the Republic of Italy and France), Japan, the Dubai International Financial Centre, the
Kingdom of Saudi Arabia, the United Arab Emirates (excluding the Dubai International Financial Centre)
and the Cayman Islands (see "Subscription and Sale").
This Base Prospectus has not been submitted for clearance to the Autorité des marchés financiers in
France.
Certain figures and percentages included in this Base Prospectus have been subject to rounding
adjustments. Accordingly, figures shown in the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.

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Summary of alternative performance measures
The list below presents "Alternative Performance Measures" as defined in the European Securities and Markets Authority Guidelines ("ESMA Guidelines") on Alternative
Performance Measures. These financial measures presented by ENBD in this Base Prospectus provide useful supplementary information to both investors and ENBD's
management, as they facilitate the evaluation of company performance and should be read in conjunction with ENBD's financial statements incorporated by reference into
this Base Prospectus. The basis of calculating these performance measures along with the rationale for including them is explained below but it is to be noted that, since not
all companies calculate financial measurements in the same manner, these are not always comparable to measurements used by other companies:
Metric
Calculation
Rationale for inclusion
2016
Year
End FS
page
Financial Statements number
("FS") line item

Cost to income ratio
Calculated as general and administrative expenses, Also called efficiency ratio; it is used to assess General
and 10
divided by total operating income.
the amount spent to earn income expressed as a administrative expenses

percentage. It compares cost with income.
Total operating income
10
Non-
Calculated as non-performing/impaired loans This measures bad loans as a percentage of total Impaired loans
92
performing/impaired
divided by gross loans.
loans. This is a widely used measure to assess
loan ratio
the asset quality of banks.
Gross loans
92
Impairment
coverage Allowances for impairment divided by total of This measures the sufficiency of provisions set Allowances
for 50 and 52
ratio
impaired loans and receivables and impaired aside to cover impaired loans and receivables. impairment
Islamic financing receivables.
This is a widely used measure to assess the Impaired loans and 50
asset quality of banks.

receivables
Impaired
Islamic 52
financing receivables
Net interest margin
Calculated as yield minus cost of funds. Yield is Measures the spread a bank makes on its Interest
and
similar 10
calculated as interest and similar income divided lending activities. This is a critical success income
by the daily average of interest bearing assets. factor for banks as this will have a significant Interest and similar 10
Cost of funds is calculated as interest and similar impact on a bank's profitability.
expense divided by the daily average of interest
expense
bearing liabilities.
Loans to deposit ratio
Calculated as the sum of loans and receivables and This is a measure of a bank's ability to fund its Loans and receivables
9

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Islamic financing receivables divided by the sum loan book through its deposit base. A ratio of Customer deposits
9
of customer deposits and Islamic deposits.
100 per cent. or less shows that a bank is
funding all its loans from deposits rather than Islamic
financing 9
relying on wholesale funding.
receivables

Islamic
customer 9
deposits
Net loan growth
This is the percentage increase in the sum of loans This is a measure of a bank's ability to grow its Loans and receivables
9
and receivables and Islamic financing receivables loan book.
over the period.
Islamic
financing 9
receivables

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All references in this document to "U.S. dollars", "U.S.$ "and "$" refer to United States dollars, to
"Dirham" and "AED" refer to United Arab Emirates Dirham, to "euro" and "" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended and all references to "CNY", "Renminbi" and
"RMB" are to the lawful currency of the People's Republic of China (the "PRC") which, for the purposes
of this Base Prospectus, excludes the Hong Kong Special Administrative Region of the PRC, the Macao
Special Administrative Region of the PRC and Taiwan. In addition, all references in this document to
"UAE" are to the United Arab Emirates.
All references in this document to "ISDA Definitions" refer to the 2006 ISDA Definitions, as published
by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue
Date of the first Tranche of the Notes. Investors should consult the Issuer in case they require a copy of
the 2006 ISDA Definitions.
This Base Prospectus includes forward-looking statements. All statements other than statements of
historical facts included in this Base Prospectus may constitute forward-looking statements. Forward-
looking statements generally can be identified by the use of forward-looking terminology, such as "may",
"will", "expect", "intend", "estimate", "anticipate", "believe", "continue" or similar terminology. Although
EGF and ENBD believe that the expectations reflected in their forward-looking statements are reasonable
at this time, there can be no assurance that these expectations will prove to be correct.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (a) Notes are legal investments for it, (b) Notes can be used as collateral for various types of
borrowing, and (c) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk based capital or similar rules.

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STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, ONE OR MORE
DEALERS (THE "STABILISATION MANAGER(S)") (OR ANY PERSON ACTING ON
BEHALF OF ANY STABILISATION MANAGER(S)) MAY OVER-ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT
TRANCHE AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT
TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE RELEVANT STABILISATION MANAGER(S) (OR PERSONS ON
BEHALF OF ANY STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
NOTICE TO RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
This Base Prospectus may not be distributed in the Kingdom of Saudi Arabia except to such persons as
are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the
Kingdom of Saudi Arabia (the "Capital Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of
this Base Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or
incurred in reliance upon, any part of this Base Prospectus. Prospective purchasers of Notes issued under
the Programme should conduct their own due diligence on the accuracy of the information relating to the
Notes. If a prospective purchaser does not understand the contents of this Base Prospectus he or she
should consult an authorised financial adviser.
NOTICE TO RESIDENTS OF JAPAN
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended, the "Financial Instruments and Exchange Act"). The Notes
will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in Japan, including any corporation or other entity
organised under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or
to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and
other relevant laws, regulations and ministerial guidelines of Japan.
CAYMAN ISLANDS NOTICE
No invitation, whether directly or indirectly, may be made to any member of the public of the Cayman
Islands to subscribe for any Notes and this Base Prospectus shall not be construed as an invitation to any
member of the public of the Cayman Islands to subscribe for any Notes.
IMPORTANT EEA RETAIL INVESTORS
If the applicable Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to
EEA Retail Investors", the Notes, from the date of application of Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation"), are not intended to be offered, sold or otherwise made available to and, with
effect from such date, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II");
(ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no
key information document required by the PRIIPs Regulation for offering or selling the Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering

- vi -

or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.

- vii -

CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 20
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 22
FORM OF THE NOTES ............................................................................................................................ 28
APPLICABLE FINAL TERMS ................................................................................................................. 31
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 40
THE GUARANTEE ................................................................................................................................... 80
USE OF PROCEEDS ................................................................................................................................. 87
DESCRIPTION OF EMIRATES NBD BANK PJSC ................................................................................ 88
MANAGEMENT OF EMIRATES NBD BANK PJSC ........................................................................... 117
DESCRIPTION OF EMIRATES NBD GLOBAL FUNDING LIMITED .............................................. 124
OVERVIEW OF THE UAE AND THE EMIRATE OF DUBAI ............................................................ 125
THE UNITED ARAB EMIRATES BANKING AND FINANCIAL SERVICES SYSTEM .................. 134
TAXATION ............................................................................................................................................. 145
SUBSCRIPTION AND SALE ................................................................................................................. 148
GENERAL INFORMATION .................................................................................................................. 155

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RISK FACTORS
Each of the Obligors believes that the following factors may affect its ability to fulfil its obligations in
respect of the Notes issued under the Programme or under the Guarantee, as the case may be. All of these
factors are contingencies which may or may not occur and neither Obligor is in a position to express a
view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Notes issued under the Programme are also described below.
If any of the risks described below actually materialise, the Issuer and/or the Group's (as defined herein)
business, results of operations, financial condition or prospects could be materially and adversely
affected. If that were to occur, the trading price of the Notes could decline and investors could lose all or
part of their investment.
Each of the Obligors believes that the factors described below represent all the material risks inherent in
investing in the Notes issued under the Programme, but the inability of the Issuer to pay interest,
principal or other amounts on or in connection with any Notes may occur for other reasons which may
not be considered significant risks by the Issuer based on information currently available to them or
which they may not currently be able to anticipate. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus and reach their own views prior to making any
investment decision.
Factors that may affect EGF's ability to fulfil its obligations in respect of Notes issued under the
Programme
EGF has no material assets
At the date of this Base Prospectus, EGF is an exempted company with limited liability, incorporated
under the laws of the Cayman Islands on 3 July 2009. EGF will not engage in any business activity other
than the issuance of Notes under this Programme and other borrowing programmes established from time
to time by ENBD, the issuance of shares in its capital and other activities incidental or related to the
foregoing. EGF is not expected to have any income except payments received from ENBD, which will be
the only material sources of funds available to meet the claims of the Noteholders. As a result, EGF is
subject to all of the risks to which ENBD is subject, to the extent that such risk could limit ENBD's ability
to satisfy in full and on a timely basis its obligations to EGF under the Programme.
As EGF is a Cayman Islands company, it may not be possible for Noteholders to effect service of process
outside of the Cayman Islands.
Factors that may affect ENBD's ability to, in its capacity as Issuer, fulfil its obligations in respect of
Notes issued under the Programme and to, in its capacity as Guarantor, fulfil its obligations under
the Guarantee
Risks relating to the business of ENBD
In the course of its business activities, ENBD is exposed to a variety of risks, the most significant of
which are market risks, liquidity risks, credit risks and operational risks. Difficult macro-economic and
financial market conditions have affected and could continue to materially adversely affect ENBD's
business.
Market risks

ENBD is exposed to diverse financial instruments including fixed income products, foreign currencies,
equities and commodities and deals in both physical as well as cash and derivative instruments. Market
risk is the risk that the value of financial instruments in the Group's inventories with the inclusion of
some other financial assets and liabilities will produce a loss because of changes in future market
conditions.
ENBD, in common with other financial institutions, is susceptible to changes in the macroeconomic
environment and the performance of financial markets generally. Dubai enjoys a relatively diverse
economy, and the 3 biggest sectors are trading (27 per cent.), transport and storage (15 per cent.) and

- 2-