Obligation Emirates NBD PJSC 6.125% ( XS2134363170 ) en USD

Emirates NBD PJSC

97.63 % ▼

Emirats arabes unis

XS2134363170 ( en USD )

6.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Emirates NBD PJSC XS2134363170 en USD 6.125%, échéance Perpétuelle

200 000 USD

750 000 000 USD

09/07/2024 ( Dans 53 jours )

L'Obligation émise par Emirates NBD PJSC ( Emirats arabes unis ) , en USD, avec le code ISIN XS2134363170, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

EMIRATES NBD BANK PJSC
(incorporated with limited liability in the United Arab Emirates)
U.S.$750,000,000 Perpetual Additional Tier 1 Capital Securities
The U.S.$750,000,000 Perpetual Additional Tier 1 Capital Securities (the "Capital Securities") shall be issued by Emirates NBD Bank PJSC (the "Issuer" or "ENBD") on 9 July 2020 (the "Issue
Date"). Interest Payment Amounts (as defined in the Conditions) shall be payable subject to and in accordance with terms and conditions set out in the "Terms and Conditions of the Capital
Securities" (the "Conditions") on the Prevailing Principal Amount (as defined in the Conditions) of the Capital Securities from (and including) the Issue Date to (but excluding) 9 July 2026 (the
"First Reset Date") at a rate of 6.125 per cent. per annum. If the Capital Securities are not redeemed in accordance with the Conditions on or prior to the First Reset Date, Interest Payment Amounts
shall continue to be payable from (and including) the First Reset Date subject to and in accordance with the Conditions at a fixed rate, to be reset on the First Reset Date and every six years
thereafter, equal to the Relevant Six-Year Reset Rate (as defined in the Conditions) plus a margin of 5.702 per cent. per annum. Interest Payment Amounts will (subject to the occurrence of a Non-
Payment Event (as defined in, and as more particularly provided in, Condition 6.1 (Interest Cancellation Non-Payment Event))) be payable semi-annually in arrear on 9 January and 9 July in
each year, commencing on 9 January 2021 (each, an "Interest Payment Date"). Payments on the Capital Securities will be made free and clear of, without withholding or deduction for, or on
account of any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed, levied, collected, withheld or assessed by or within the Tax Jurisdiction (as defined
in the Conditions) (the "Taxes") to the extent described under Condition 12 (Taxation). All payments by the Issuer in respect of the Capital Securities shall be conditional upon satisfaction of the
Solvency Conditions (as defined in the Conditions) and no bankruptcy order in respect of the Issuer having been issued by a court in the United Arab Emirates, as more particularly described in
Condition 4 (Status and Subordination) (see, in particular, "Risk Factors Factors which are material for the purpose of assessing the risks associated with the Capital Securities - The Capital
Securities are subordinated, conditional and unsecured obligations of the Issuer").
If a Non-Viability Event (as defined in the Conditions) occurs, a Write-down (as defined in the Conditions) shall occur on the relevant Non-Viability Event Write-down Date (as defined in the
Conditions), as more particularly described in Condition 10 (Write-Down at the Point of Non-Viability). In such circumstances, the Capital Securities shall automatically be deemed to be irrevocably
and unconditionally written-down by the relevant Write-down Amount (as defined in the Conditions) and, in the case of the Write-down Amount corresponding to the full Prevailing Principal
Amount of the Capital Securities then outstanding, the Capital Securities shall be cancelled (see "Risk Factors Risks which are material for the purpose of assessing the risks associated with the
terms of the Capital Securities - The right to receive repayment of the principal amount of the Capital Securities and the right for any further interest will be permanently written-down upon the
occurrence of a Non-Viability Event").
The Issuer may elect, in its sole discretion, and in certain circumstances shall be required, not to pay interest falling due on the Capital Securities. Any Interest Payment Amounts not paid as
aforesaid will not accumulate and the holder of a Capital Security shall not have any claim in respect thereof.
The Capital Securities are undated and have no final maturity. Unless the Capital Securities have previously been redeemed or purchased and cancelled as provided in the Conditions, the Capital
Securities may, at the option of the Issuer, subject to the prior approval of the Regulator (as defined in the Conditions), be redeemed (in whole but not in part) at the Early Redemption Amount (as
defined in the Conditions) on 9 April 2026 and on any date thereafter up to and including the First Reset Date or on any Interest Payment Date following the First Reset Date. In addition, the
Capital Securities may, upon the occurrence of a Tax Event or Capital Event (each as defined in the Conditions), be redeemed (in whole but not in part) at the Tax Redemption Amount or the
Capital Event Redemption Amount (each as defined in the Conditions), respectively, subject to the prior approval of the Regulator and subject to the Conditions.
The payment obligations of the Issuer under the Capital Securities (i) constitute direct, unsecured, conditional (as described in Conditions 4.2(b) (Subordination of the Capital Securities) and 4.3
(Solvency Conditions)) and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (ii) rank subordinate and junior to all Senior Obligations
(as defined in the Conditions) (but not further or otherwise); (iii) rank pari passu with all Pari Passu Obligations (as defined in the Conditions); and (iv) rank in priority only to all Junior Obligations
(as defined in the Conditions). Notwithstanding any other provisions in the Conditions, to the extent that any of the Solvency Conditions are not satisfied at the relevant time or if a
bankruptcy order in respect of the Issuer has been issued by a court in the United Arab Emirates, all claims of the holders of the Capital Securities under the Capital Securities will be
extinguished and the Capital Securities will be cancelled without any further payment to be made by the Issuer under the Capital Securities.
Upon the occurrence of an Enforcement Event (as defined in the Conditions), any holder of the Capital Securities may give written notice to the Issuer at the specified office of the Fiscal Agent (as
defined in the Conditions), effective upon the date of receipt thereof by the Fiscal Agent, that such Capital Security is due and payable, whereupon the same shall, subject to Condition 10 (Write
down at the point of Non-Viability) and Condition 11.4 (Enforcement Events Restrictions) become forthwith due and payable at its Early Redemption Amount (as defined in the Conditions),
without presentation, demand, protest or other notice of any kind.
An investment in the Capital Securities involves certain risks. For a discussion of these risks, see "Risk Factors".
The Capital Securities may only be offered, sold or transferred in registered form in minimum principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Delivery
of the Capital Securities in book-entry form will be made on the Issue Date. The Capital Securities will be represented by interests in a global certificate in registered form (the "Global Certificate")
deposited on or about the Issue Date with, and registered in the name of a nominee for, a common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream, Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and
Clearstream, Luxembourg. Individual Certificates (as defined in the Conditions) evidencing holdings of interests in the Capital Securities will be issued in exchange for interests in the Global
Certificate only in certain limited circumstances described herein.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as the Luxembourg competent authority under Regulation (EU) 2017/1129
(as amended, the "Prospectus Regulation") as a prospectus for the purpose of giving information with regard to the issue of the Capital Securities. The CSSF has only approved this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer nor
as an endorsement of the quality of the Capital Securities. Investors should make their own assessment as to the suitability of investing in the Capital Securities. The CSSF gives no undertaking as
to the economic or financial soundness of the issue of the Capital Securities or the quality or solvency of the Issuer. Application has been made to the Luxembourg Stock Exchange for the Capital
Securities to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Luxembourg Regulated Market") and to be listed on the official list (the "Luxembourg Official
List"). This Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under Rule 2.6 of the DFSA's Markets Rules (the "Markets Rules") and is therefore an approved
prospectus for the purposes of Article 14 of the DIFC Law No. 1 of 2012 (the "Markets Law"). Application has also been made to the DFSA for the Capital Securities to be admitted to the official
list of securities maintained by the DFSA (the "DFSA Official List") and to Nasdaq Dubai for such Capital Securities to be admitted to trading on Nasdaq Dubai.
References in this Prospectus to Capital Securities being "listed" (and all related references) shall mean that such Capital Securities have been (a) admitted to listing on the Luxembourg Official
List and the DFSA Official List and (b) admitted to trading on the Luxembourg Regulated Market (which is a regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID
II")) and on Nasdaq Dubai.
This Prospectus relates to an Exempt Offer in accordance with the Markets Rules of the DFSA. This Prospectus is intended for distribution only to persons of a type specified in the Markets Rules.
It must not be delivered to, or relied on by, any other person. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or
completeness of such information. The liability for the content of this Prospectus lies with the Issuer. The DFSA has also not assessed the suitability of the Capital Securities to which this Prospectus
relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Capital Securities to which this Prospectus relates are suitable
for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This Prospectus will be valid for a year from 7 July 2020. The obligation to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not
apply when this Prospectus is no longer valid. For the purposes of this Prospectus, "valid" means valid for admissions to trading on a regulated market by or with the consent of the Issuer and the
obligation to supplement this Prospectus is only required within its period of validity between the time when this Prospectus is approved and the closing of the offer period for the Capital Securities
or the time when trading on a regulated market begins, whichever occurs later.
Amounts payable under the Capital Securities, following the First Reset Date, will be calculated by reference to rates for U.S. Treasury securities which are published by the U.S. Federal Reserve
System. As of the date of this Prospectus, the U.S. Department of Treasury does not appear on the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the U.S. Department of Treasury does not
fall within the scope of the Benchmarks Regulation by virtue of article 2 of the Benchmarks Regulation.
The Issuer has been assigned long-term credit ratings of A+ (stable outlook) and A3 (negative outlook) by Fitch Ratings Limited ("Fitch") and Moody's Investors Service Cyprus Ltd ("Moody's"),
respectively. The Issuer has been assigned short-term credit ratings of F1 and P-2 by Fitch and Moody's, respectively. As at the date of this Prospectus, the Capital Securities are not rated. Each of
Fitch and Moody's is established in the European Union or the United Kingdom (the "UK") and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such
each of Fitch and Moody's is included in the list of credit rating agencies published by ESMA on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance
with the CRA Regulation.
A 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.
The Capital Securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any
state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S
under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities
laws. Accordingly, the Capital Securities may be offered or sold solely to persons who are not U.S. Persons outside the United States in reliance on Regulation S. Each purchaser of the Capital
Securities is hereby notified that the offer and sale of Capital Securities to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by
Regulation S.

Joint Structuring Agents and Joint Global Coordinators
HSBC
Emirates NBD Capital
Standard Chartered Bank
Joint Lead Managers
Citigroup

BofA Securities
Emirates NBD Capital

First Abu Dhabi Bank
HSBC

Standard Chartered Bank
The date of this Prospectus is 7 July 2020

IMPORTANT NOTICE
This Prospectus complies with the requirements in Part 2 of the Markets Law and Chapter 2 of the Markets
Rules and comprises a prospectus for the purposes of Article 6(3) of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Certain information contained in "Risk Factors", "Description of the Issuer ENBD's Competition", and
"The UAE Banking and Financial Services System" (as indicated therein) has been extracted from
independent, third party sources. The Issuer confirms that all third party information contained in this
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 third party information contained in
this Prospectus is stated where such information appears in this Prospectus.
The accuracy or completeness of the information contained or incorporated by reference in this Prospectus
has not been independently verified by the Joint Lead Managers 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 Joint Lead Managers or any of their respective
directors, officers, affiliates, advisers or agents (i) as to the accuracy or completeness of the information
contained or incorporated in this Prospectus or any other information provided by the Issuer in connection
with the Capital Securities or their distribution or (ii) for any acts or omissions of the Issuer or any other
person in connection with this Prospectus or the issue and offering of the Capital Securities. To the fullest
extent permitted by law, the Joint Lead Managers do not accept any liability in relation to the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer
in connection with the Capital Securities or their distribution.
No person is or has been authorised by the Issuer or the Joint Lead Managers to give any information or to
make any representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the issuance of the Capital Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of the Joint Lead
Managers.
Neither this Prospectus nor any other information supplied in connection with the issuance of the Capital
Securities: (a) is intended to provide the basis of any credit or other evaluation; or (b) should be considered
as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus
or any other information supplied in connection with the issuance of the Capital Securities should purchase
any Capital Securities. Each investor contemplating purchasing any Capital Securities should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection
with the issuance of the Capital Securities constitutes an offer or invitation by or on behalf of the Issuer or
any of the Joint Lead Managers to any person to subscribe for or to purchase any Capital Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Capital Securities shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the issuance of the
Capital Securities is correct as of any time subsequent to the date indicated in the document containing the
same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of
the Issuer during the life of the issuance or to advise any investor in the Capital Securities of any information
coming to their attention.
Investors should review, inter alia, the information contained or incorporated by reference in this
Prospectus when deciding whether or not to purchase any Capital Securities.
The Capital Securities have not been, nor will be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and

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applicable state securities laws. Accordingly, the Capital Securities may be offered or sold solely to persons
who are not U.S. Persons outside the United States in reliance on Regulation S.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Capital Securities
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Capital Securities may be restricted by law in
certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be
lawfully distributed, or that any Capital Securities 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 Issuer or the Joint Lead Managers which is intended to permit a public offering
of any Capital Securities or distribution of this Prospectus in any jurisdiction where action for that purpose
is required. Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and neither
this 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 Prospectus or any Capital Securities may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of any Capital Securities. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of any Capital Securities in the United States, the UK, the European Economic Area
(the "EEA"), the Kingdom of Bahrain, the State of Qatar (including the Qatar International Financial
Centre), the Kingdom of Saudi Arabia, the Dubai International Financial Centre, the UAE (excluding the
Dubai International Financial Centre), Hong Kong, Japan and Singapore (see "Subscription and Sale").
The Capital Securities may not be a suitable investment for all investors. Each potential investor in
the Capital Securities must determine the suitability of that investment in light of its own
circumstances, and is advised to consult its own tax advisers, legal advisers and business advisers as
to tax, legal, business and related matters (as applicable) concerning the purchase of any Capital
Securities.
In particular, each potential investor may wish to consider, either on its own or with the help of its financial
and other professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or
incorporated by reference in this Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital
Securities, including where the currency for payments of principal or interest is different from the
potential investor's currency;
(d)
understands thoroughly the terms of the Capital Securities and is familiar with the behaviour of
any relevant indices and financial markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
The Capital Securities are complex financial instruments and high risk, and may not be a suitable or
appropriate investment for all investors (see, "MiFID II Product Governance/Professional Investors and
ECPs only Target Market" and "PRIIPs Regulation/Prohibition of Sales to EEA and UK Retail Investors"
below). In some jurisdictions, regulatory authorities have adopted or published laws, regulations and/or
guidance with respect to the offer or sale of securities similar to the Capital Securities. There are risks
inherent in the holding of the Capital Securities, including risks relating to their subordination and the
circumstances in which holders of the Capital Securities may suffer a loss as a result of the holding of the
Capital Securities. For a discussion on certain considerations to be taken into account in respect of the
holding of Capital Securities see "Risk Factors". 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

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risk to their overall portfolios. A potential investor should not invest in the Capital Securities unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Capital Securities will perform
under changing conditions, the resulting effects on the value of the Capital Securities 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) the
Capital Securities are legal investments for it; (b) the Capital Securities can be used as collateral for various
types of borrowing; and (c) other restrictions apply to its purchase or pledge of any Capital Securities.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Capital Securities under any applicable risk-based capital or similar rules.
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. All statements other than statements of historical
facts included in this Prospectus including, without limitation, any statements regarding the financial
position of the Issuer, or the business strategy, management plans and objectives for future operations of
the Issuer, 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 the Issuer believes 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. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the Issuer's actual results, performance or
achievements, or industry results, to be materially different from any expressed or implied by forward-
looking statements. Forward-looking statements may be based on numerous assumptions regarding the
Issuer's present, and future, business strategies and the environment in which the Issuer expects to operate
in the future. Important factors that could cause the Issuer's actual results, performance or achievements to
differ materially from any in the forward-looking statements are discussed in this Prospectus (see "Risk
Factors"). Forward-looking statements speak only as at the date of this Prospectus and, subject as required
by applicable law or regulation, the Issuer expressly disclaims any obligation or undertaking to publicly
update or revise any forward-looking statements in this Prospectus to reflect any change in the expectations
of the Issuer or any change in events, conditions or circumstances on which any forward-looking statements
are based. Given the uncertainties of forward-looking statements, the Issuer cannot assure potential
investors that any projected results or events will be achieved and the Issuer cautions potential investors
not to place undue reliance on these statements.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Capital Securities to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Capital Securities (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Capital Securities
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS
The Capital Securities 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 EEA or in the UK. 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; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Capital Securities or otherwise making them available to
retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Capital

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Securities or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
Solely for the purposes of its obligations pursuant to Section 309B(1)(a) and Section 309B(1)(c) of the
Securities and Futures Act (Chapter 289 of Singapore) as amended or modified from time to time (the
"SFA"), the Issuer has determined, and hereby notifies all "relevant persons" (as defined in Section 309(A)
of the SFA), that the Capital Securities are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018).
STABILISATION
In connection with the issue of the Capital Securities, Standard Chartered Bank (the "Stabilisation
Manager") (or persons acting on behalf of the Stabilisation Manager) may over-allot Capital Securities or
effect transactions with a view to supporting the market price of the Capital Securities 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
Capital Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of
thirty (30) days after the issue date of the Capital Securities and sixty (60) days after the date of the allotment
of the Capital Securities. Any stabilisation action or over-allotment must be conducted by the Stabilisation
Manager (or persons acting on behalf of any Stabilisation Manager) in accordance with all applicable laws
and rules.
NOTICE TO THE RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
This document may not be distributed in the Kingdom except to such persons as are permitted under the
Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of this
document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct
their own due diligence on the accuracy of the information relating to the securities. If you do not understand
the contents of this document, you should consult an authorised financial advisor.
NOTICE TO THE RESIDENTS OF THE KINGDOM OF BAHRAIN
In relation to investors in the Kingdom of Bahrain, Capital Securities issued in connection with this
Prospectus and related offering documents may only be offered in registered form to existing
accountholders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the
Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 or any
equivalent amount in another currency or such other amount as the CBB may determine.
This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81)
of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Prospectus and
related offering documents have not been and will not be registered as a prospectus with the CBB.
Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or
purchase nor will this Prospectus or any other related document or material be used in connection with any
offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than to accredited investors for an offer outside the Kingdom of Bahrain.
The CBB has not reviewed, approved or registered this Prospectus or related offering documents and it has
not in any way considered the merits of the Capital Securities to be offered for investment, whether in or
outside the Kingdom of Bahrain. Therefore the CBB assumes no responsibility for the accuracy and
completeness of the statements and information contained in this Prospectus and expressly disclaims any
liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents
of this Prospectus. No offer of the Capital Securities will be made to the public in the Kingdom of Bahrain
and this Prospectus must be read by the addressee only and must not be issued, passed to, or made available
to the public generally.

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NOTICE TO RESIDENTS OF THE STATE OF QATAR
The Capital Securities will not be offered or sold at any time, directly or indirectly, in the State of Qatar
(including the Qatar Financial Centre) in a manner that would constitute a public offering. This Prospectus
has not been and will not be reviewed or approved by, or registered with, the Qatar Financial Markets
Authority, the Qatar Central Bank, the Qatar Stock Exchange or the Qatar Financial Centre Regulatory
Authority in accordance with their regulations or any other regulations in the State of Qatar. The Capital
Securities are not and will not be traded on the Qatar Stock Exchange. The Capital Securities and interests
therein will not be offered to investors domiciled or resident in the State of Qatar and do not constitute debt
financing in Qatar under the Commercial Companies Law No. (11) of 2015 or otherwise under the laws of
the State of Qatar.
PRESENTATION OF FINANCIAL INFORMATION
Certain figures and percentages included in this 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.
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars, to
"dirham" and "AED" refer to UAE dirham, to "TL" refer to Turkish Lira and 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 on the Functioning of the European Union, as amended. The exchange rate between the AED
and the United States dollar has been fixed since 22 November 1980 at U.S.$1.00 = AED 3.6725. Such
translation should not be construed as representing that United Arab Emirates dirham amounts have been
or could have been converted into United States dollars at this or any other rate of exchange. All references
to "UAE" are to the United Arab Emirates.

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Summary of Alternative Performance Measures
The list below presents "Alternative Performance Measures" as defined in the ESMA Guidelines ("ESMA Guidelines") on Alternative Performance Measures. These financial
measures presented by ENBD in this 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 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:
2019 Year End Financial
FS page
Metric
Calculation
Rationale for inclusion
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
10
operating income
spent to earn income expressed as a percentage. It compares
expenses
cost with income
Total operating income
10
Impairment coverage ratio
Expected credit losses divided by total of credit impaired loans and
This measures the sufficiency of provisions set aside to
Expected credit losses
51 and 53
receivables and credit impaired Islamic financing receivables
cover impaired loans and receivables and impaired Islamic
finance receivables. This is a widely used measure to assess
Credit impaired loans and
51
the asset quality of banks
receivables
Credit impaired Islamic
53
financing 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
9
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
9
than relying on wholesale funding
Islamic financing receivables
9
Islamic customer deposits
9
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
10
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
10
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
9
and Islamic financing receivables over the period
Islamic financing receivables
9
Non-performing/impaired
Calculated as impaired loans divided by gross loans (where gross
This measures bad loans as a percentage of total loans. This
Impaired loans
104
loan ratio
loans is calculated as the sum of the total gross loans and receivables
is a widely used measure to assess the asset quality of banks
to customers and total gross Islamic financing receivables)
Gross loans
104

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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
OVERVIEW OF THE ISSUANCE ........................................................................................................... 21
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 26
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ............................................................ 28
USE OF PROCEEDS ................................................................................................................................. 50
DESCRIPTION OF THE ISSUER............................................................................................................. 51
MANAGEMENT OF THE ISSUER .......................................................................................................... 82
THE UAE BANKING AND FINANCIAL SERVICES SYSTEM ........................................................... 88
TAXATION ............................................................................................................................................... 99
SUBSCRIPTION AND SALE ................................................................................................................. 101
GENERAL INFORMATION .................................................................................................................. 105

75-40736225

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All of these factors are contingencies which may or may not occur and the Issuer is not 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
Capital Securities are also described below.
If any of the risks described below actually materialise, the Issuer's and/or the Group's (as defined below)
business, results of operations, financial condition or prospects could be materially and adversely affected.
If that were to occur, the trading price of the Capital Securities could decline and investors could lose all
or part of their investment.
The Issuer believes that the factors described below represent all the material risks inherent in investing in
the Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Capital Securities may occur for other reasons which may not be considered
significant risks by the Issuer based on information currently available to it or which it may not currently
be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in
this Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Terms and Conditions of the Capital Securities" shall have the same
meanings in this section. References in "Risks relating to ENBD's business which may affect its ability to
fulfil its obligations under or in connection with the Capital Securities" and "Risks relating to the UAE and
the MENAT region" to "ENBD" shall be deemed to refer to the Group, unless the context otherwise
requires.
The factors included below have been classified into the following categories: (i) Risks relating to ENBD's
business which may affect its ability to fulfil its obligations under or in connection with the Capital
Securities; (ii) Risks relating to the UAE and the MENAT region; (iii) Risks relating to enforcement of
ENBD's obligations under the Capital Securities; (iv) Risks which are material for the purpose of assessing
the risks associated with the terms of the Capital Securities; and (v) Risks related to the market generally.
Risks relating to ENBD's business which may affect its ability to fulfil its obligations under or in
connection with the Capital Securities
Risks arising from ENBD's business activities
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 ENBD's and its subsidiaries' (together with ENBD, the
"Group") 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 wholesale and retail trade, transportation and storage and
financial services and insurance (comprising 25.5 per cent., 12.7 per cent. and 10.3 per cent., respectively,
of Dubai's GDP at constant prices in the first six months of 2019 (according to preliminary estimates by the
Dubai Statistics Centre)). However any significant impact on international oil prices may have a negative
impact on regional spending and liquidity, and consequently, is likely to affect Dubai's economy indirectly
through its impact on the trade, construction, real estate, tourism and banking sectors in particular, given
the openness of the economy which has no capital or exchange controls.
As at the date of this Prospectus, the global macroeconomic climate remains volatile. Investor confidence
in international debt and equity markets (and, in turn, the performance of those markets) could be adversely
1