Obligation Emirates NBD Bank 2.45% ( XS1859485440 ) en EUR

Emirates NBD Bank

100 % ⇌

Emirats Arabes Unis

XS1859485440 ( en EUR )

2.45% par an ( paiement annuel )

26/07/2033

Prospectus brochure de l'obligation Emirates NBD XS1859485440 en EUR 2.45%, échéance 26/07/2033

200 000 EUR

15 000 000 EUR

26/07/2026 ( Dans 166 jours )

Emirates NBD est une banque multinationale basée à Dubaï, aux Émirats arabes unis, offrant une large gamme de services bancaires de détail, commerciaux et d'investissement.

L'Obligation émise par Emirates NBD Bank ( Emirats Arabes Unis ) , en EUR, avec le code ISIN XS1859485440, paye un coupon de 2.45% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/07/2033

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, al 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).
Notes issued by EGF wil be guaranteed (the "Guarantee") by ENBD as guarantor (the "Guarantor") on the terms and as described in "The Guarantee".
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 (the "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" on pages 1 to 19.
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. By approving this 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 2014/65/EU (as amended, "MiFID II"); 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 admit ed 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 Limited ("Fitch") and a long term rating of A3 by Moody's Investors Service Cyprus
Limited ("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 Investors Service Limited 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, Moody's and Moody's Investors Service
Limited is established in the European Union and is registered under the CRA Regulation. Each of Fitch, Moody's and Moody's Investors Service Limited 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.
Interest or other amounts payable under the Notes may be calculated by reference to certain benchmarks. Details of the administrators of such benchmarks, including details of
whether or not, as at the date of this Base Prospectus, each such administrator's name appears on the register of administrators and benchmarks established and maintained by
ESMA (the "ESMA Benchmarks Register") pursuant to article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"), are set out in "Important Notices 
Benchmarks Regulation".
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 25 July 2018

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 accuracy or completeness of the information contained in this Base Prospectus has not been
independently verified by the Arranger or by the Dealers or any of their respective directors, officers,
affiliates, advisers or agents. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility or liability is accepted by the Arranger, the Dealers or any of their respective
directors, officers, affiliates, advisers or agents as to (i) 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 or the Notes or their distribution or (ii) for any acts or omissions
of ENBD, EGF or any other person in connection with the Base Prospectus or the issue and offering of any
Notes under the Programme. Neither the Arranger nor the Dealers accept 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

- i -

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 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.
The language of this Base Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to them
under applicable law.
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 or paragraphs may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
which precede them.

- ii -

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
2017 Year End Financial
FS page
Statements ("FS") line item
number
Cost to income ratio
Calculated as general and administrative expenses, divided by total
Also called efficiency ratio; it is used to assess the amount
General and administrative
9
operating income
spent to earn income expressed as a percentage. It compares
expenses
cost with income
Total operating income
9
Impairment coverage ratio
Allowances for impairment divided by total of impaired loans and
This measures the sufficiency of provisions set aside to
Allowances for impairment
53 and 56
receivables and impaired Islamic financing receivables
cover impaired loans and receivables and Islamic finance
receivables. This is a widely used measure to assess the
Impaired loans and receivables
53
asset quality of banks
Impaired Islamic financing
56
receivables
Loans to deposit ratio
Calculated as the sum of loans and receivables and Islamic financing
This is a measure of a bank's ability to fund its loan book
Loans and receivables
8
receivables divided by the sum of customer deposits and Islamic
through its deposit base. A ratio of 100 per cent. or less
customer deposits
shows that a bank is funding all its loans from deposits rather Customer deposits
8
than relying on wholesale funding
Islamic financing receivables
8
Islamic customer deposits
8
Net interest margin
Calculated as yield minus cost of funds. Yield is calculated as
This measures the spread a bank makes on its lending
Interest and similar income
9
interest and similar income divided by the daily average of interest
activities. This is a critical success factor for banks as this
bearing assets. Cost of funds is calculated as interest and similar
will have a significant impact on a bank's profitability
Interest and similar expense
9
expense divided by the daily average of interest bearing liabilities
Net loan growth
This is the percentage increase in the sum of loans and receivables
This is a measure of a bank's ability to grow its loan book
Loans and receivables
8
and Islamic financing receivables over the period
Islamic financing receivables
8
Non-performing/impaired
Calculated as impaired loans divided by gross loans
This measures bad loans as a percentage of total loans. This
Impaired loans
98
loan ratio
is a widely used measure to assess the asset quality of banks
Gross loans
98

- iii -

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:
(i)
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;
(ii)
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;
(iii)
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;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
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.

- iv-

BENCHMARKS REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain
benchmarks. Details of the administrators of such benchmarks, including details of whether or not, as at the
date of this Base Prospectus, each such administrator's name appears on the ESMA Benchmarks Register,
are set out below (for definitions of the benchmarks set out below, see Condition 4(b)(ii)(B)).
Benchmark
Administrator
Administrator appears on
ESMA Benchmarks
Register
AUD LIBOR
As far as ENBD and EGF are aware, the
No
administrator has not yet been appointed
BBSW
ASX Limited
No
EIBOR
UAE Central Bank
No
EURIBOR
European Money Markets Institute
No
HIBOR
Hong Kong Treasury Markets Association
No
JPY LIBOR
As far as ENBD and EGF are aware, the
No
administrator has not yet been appointed
LIBOR
ICE Benchmark Administration Limited
Yes, ICE Benchmark
Administration Limited is
authorised under Article 34
of the Benchmarks
Regulation
PRIBOR
Czech Financial Benchmark Facility
No
SAIBOR
Thomson Reuters
No
SHIBOR
National Interbank Funding
No
TIBOR
Ippan Shadan Hojin JBA TIBOR
No
Administration
TRLIBOR
Banks Association of Turkey
No
As at the date of this Base Prospectus, the administrators of AUD LIBOR, BBSW, EIBOR, EURIBOR,
HIBOR, JPYLIBOR, PRIBOR, SAIBOR, SHIBOR, TIBOR and TRLIBOR are not included in ESMA's
register of administrators under Article 36 of the Benchmarks Regulation. As far as ENBD and EGF are
aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ASX
Limited, UAE Central Bank, the European Money Markets Institute, Hong Kong Treasury Markets
Association, the Czech Financial Benchmark Facility s.r.o., Thomson Reuters, Ippan Shadan Hojin JBA
TIBOR Administration and Banks Association of Turkey are not currently required to obtain authorisation
or registration (or, if located outside the European Union, recognition, endorsement or equivalence).

- v-

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
DURING THE STABILISATION PERIOD AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE FINAL 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.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of any Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to, and 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 MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as
amended), 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 the Prospectus Directive. Consequently, no
key information document required by Regulation (EU) No 1286/2014 (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 or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
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 Rules on the Offer of Securities and Continuing Obligations issued by the Saudi
Arabian Capital Market Authority (the "CMA").
The CMA 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.

- vi-

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 (as
defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228
of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the
benefit of, a 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 any other applicable 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.

- vii-

CONTENTS

Page
RISK FACTORS ....................................................................................... ......................... ........................... 1
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 ......................................................................................... 41
THE GUARANTEE . ............................................... .................................................................................... 81
USE OF PROCEEDS ............................................... .................................................................................... 89
DESCRIPTION OF EMIRATES NBD BANK PJSC ......................... ........................................................ 90
MANAGEMENT OF EMIRATES NBD BANK PJSC . ........................................................................... 120
DESCRIPTION OF EMIRATES NBD GLOBAL FUNDING LIMITED ............ ................................... 127
OVERVIEW OF THE UAE AND THE EMIRATE OF DUBAI .............................................................. 128
THE UNITED ARAB EMIRATES BANKING AND FINANCIAL SERVICES SYSTEM .................. 137
TAXATION ................................................................................................................................................. 148
SUBSCRIPTION AND SALE ......................................................................................................... . ........ 151
GENERAL INFORMATION ..................................................................................................................... 157

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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 relevant Issuer's 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 three biggest sectors are trading, transport and storage and financial services and
insurance (comprising 24.8 per cent., 11.9 per cent. and 11.8 per cent., respectively, of Dubai's GDP at
constant prices in the first quarter of 2017 (according to preliminary estimates by the Dubai Statistics
Centre)). However any significant impact on international oil prices may have a negative impact on regional

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