Bond Emirates NBD Bank 3.25% ( XS2331775473 ) in USD

Emirates NBD Bank

100 % ⇌

United Arab Emirates

XS2331775473 ( in USD )

3.25% per year ( payment 1 time a year)

13/04/2041

Prospectus brochure of the bond Emirates NBD XS2331775473 en USD 3.25%, maturity 13/04/2041

14/04/2026 ( In 63 days )

Emirates NBD is a leading banking group in the Middle East, offering a wide range of financial services including personal and corporate banking, investment banking, and wealth management across multiple countries.

The Bond issued by Emirates NBD Bank ( United Arab Emirates ) , in USD, with the ISIN code XS2331775473, pays a coupon of 3.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/04/2041

EMIRATES NBD BANK PJSC
(incorporated with limited liability in the United Arab Emirates)
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 (the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as
defined below).
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 Issuer (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 6 to 27.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority
under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information
with regard to the issue of Notes under the Programme described in this Base Prospectus during the period of twelve months after the date hereof. The CSSF has only approved
this Base 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 any Notes that are the subject of this Base Prospectus. The CSSF gives no undertaking as to
the economic or financial soundness of the issue of Notes under the Programme or the quality or solvency of the Issuer. Investors should make their own assessment as to the
suitability of investing in such Notes. This Base Prospectus is valid for a period of twelve months from the date of approval. Application has been made for Notes issued under
the Programme to be admitted during the period of twelve months after the date hereof to listing on the official list (the "Luxembourg Official List") and to trading on the
regulated market (the "Regulated Market") of the Luxembourg Stock Exchange. The Regulated Market is a regulated market for the purposes of Directive 2014/65/EU (as
amended, "MiFID II").

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 such Notes have been: (i) admitted to listing on the Luxembourg Official
List and admitted to trading on the Regulated Market or, as the case may be, another regulated market for the purposes of MiFID II; and/or (ii) admitted to listing on the DFSA
Official List and admitted to trading on Nasdaq Dubai.
.
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 ENBD. 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 the
Issuer and the relevant Dealer. The Issuer 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 or in the United Kingdom 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 or the United Kingdom 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 Securities
Citigroup

Commerzbank
Crédit Agricole CIB

Deutsche Bank
Emirates NBD Capital

HSBC

ING

J.P. Morgan
Morgan Stanley

Nomura
Société Générale Corporate & Investment Banking
Standard Chartered Bank

The date of this Base Prospectus is 9 July 2020.

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 8 of
the Prospectus Regulation.
ENBD accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of ENBD (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) save that, if the relevant Notes are neither admitted to trading
on a regulated market for the purposes of MiFID II nor offered in the European Economic Area ("EEA")
or in the United Kingdom (the "UK") in circumstances where a prospectus is required to be published under
the Prospectus Regulation, the applicable Final Terms will only be obtainable by a Noteholder holding one
or more Notes and such Noteholder must produce evidence satisfactory to the Issuer or, as the case may be,
the Principal Paying Agent as to its holding of such Notes and identity.
Certain information contained in "Risk Factors", "Description of the Issuer ENBD's Competition" and
"The United Arab Emirates Banking and Financial Services System" (as indicated therein) has been
extracted from independent, third party sources. ENBD 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 ENBD in
connection with the Programme or the Notes or their distribution; or (ii) for any acts or omissions of ENBD
or any other person in connection with this 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 ENBD
in connection with the Programme.
No person is or has been authorised by ENBD 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 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 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 Issuer. 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 any of the Dealers to any person to subscribe
for or to purchase any Notes.

- i -

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 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 ENBD 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 Issuer 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 Issuer 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 EEA, the
UK, Japan, Singapore, France, the Republic of Italy, Switzerland, Hong Kong, the United Arab Emirates
(excluding the Dubai International Financial Centre), the Dubai International Financial Centre, the
Kingdom of Saudi Arabia and the PRC (which, for the purposes of this Base Prospectus, excludes the Hong
Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC
and Taiwan) (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 -

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 "TRY" refer to Turkish lira, 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 Notes of the relevant Series including, if specified in the applicable Final Terms, the
ISDA Benchmarks Supplement (as amended and updated as at the Issue Date of the first Tranche of Notes
of the relevant Series) published by the International Swaps and Derivatives Association, Inc. 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
ENBD believes that the expectations reflected in such 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.

- iii -

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)).
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
Yes, European Money
Markets Institute is
authorised under Article 34
of the Benchmarks
Regulation
HIBOR
Hong Kong Treasury Markets Association
No
LIBOR (including JPY LIBOR)
ICE Benchmark Administration Limited
Yes, ICE Benchmark
Administration Limited is
authorised under Article 34
of the Benchmarks
Regulation
PRIBOR
Czech Financial Benchmark Facility s.r.o.
Yes, Czech Financial
Benchmark Facility s.r.o is
authorised under Article 34
of the Benchmarks
Regulation
SAIBOR
Thomson Reuters
No
SHIBOR
National Interbank Funding Centre
No
TRLIBOR
Banks Association of Turkey
No
As at the date of this Base Prospectus, the administrators of AUD LIBOR, BBSW, EIBOR, HIBOR,
SAIBOR, SHIBOR and TRLIBOR are not included in ESMA's register of administrators under Article 36
of the Benchmarks Regulation. As far as ENBD is aware, the transitional provisions in Article 51 of the
Benchmarks Regulation apply, such that ASX Limited, UAE Central Bank, Hong Kong Treasury Markets
Association, Thomson Reuters, National Interbank Funding Centre 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).

- iv -

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, REGULATIONS 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 AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and UK
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 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 (the
"Insurance Distribution Directive"), 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 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289 OF SINGAPORE) AS MODIFIED OR AMENDED FROM TIME TO TIME (THE
"SFA")
In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer
of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1)
of the SFA), that the Notes are "prescribed capital markets products" (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

- v -

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 Capital
Market Authority of the Kingdom of Saudi Arabia (the "Capital Markets Authority").
The Capital Markets 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 (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.

- vi -

CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 1
RISK FACTORS .......................................................................................................................................... 6
OVERVIEW OF ALTERNATIVE PERFORMANCE MEASURES........................................................ 28
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 29
FORM OF THE NOTES ............................................................................................................................ 31
APPLICABLE FINAL TERMS ................................................................................................................. 34
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 45
USE OF PROCEEDS ................................................................................................................................. 95
DESCRIPTION OF THE ISSUER............................................................................................................. 96
MANAGEMENT OF THE ISSUER ........................................................................................................ 127
THE UNITED ARAB EMIRATES BANKING AND FINANCIAL SERVICES SYSTEM .................. 133
TAXATION ............................................................................................................................................. 144
SUBSCRIPTION AND SALE ................................................................................................................. 148
GENERAL INFORMATION .................................................................................................................. 155

- vii -

GENERAL DESCRIPTION OF THE PROGRAMME
The following description does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the Conditions of any particular Tranche of
Notes, is completed by the applicable Final Terms.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in the following description.
Issuer:
Emirates NBD Bank PJSC.

Description:
Euro Medium Term Note Programme

Arranger:
Deutsche Bank AG, London Branch

Dealers:
Barclays Bank PLC

BNP Paribas

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Deutsche Bank AG, London Branch

Emirates NBD Bank PJSC

HSBC Bank plc

ING Bank N.V.

J.P. Morgan Securities plc

Merrill Lynch International

Morgan Stanley & Co. International plc

Nomura International plc

Société Générale

Standard Chartered Bank

and any other Dealers appointed in accordance with the Programme Agreement.
Certain
Each issue of Notes denominated in a currency in respect of which particular
Restrictions:
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time (see
"Subscription and Sale") including the restrictions applicable at the date of this
Base Prospectus.
Issuing and
Deutsche Bank AG, London Branch.

Principal
Paying Agent:
Programme
Up to U.S.$12,500,000,000 (or its equivalent in other currencies calculated as
Size:
described in the Programme Agreement) outstanding at any time. The Issuer may
increase the amount of the Programme in accordance with the terms of the
Programme Agreement.
Distribution:
Notes may be distributed on a syndicated or non-syndicated basis.

Currencies:
Subject to any applicable legal or regulatory restrictions, any currency agreed
between the Issuer and the relevant Dealer.

- 1 -

Maturities:
Such maturities as may be agreed between the Issuer and the relevant Dealer,
subject to such minimum or maximum maturities as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or any laws
or regulations applicable to the Issuer or the relevant Specified Currency.
Issue Price:
Notes may be issued at any price and either on a fully-paid or a partly-paid basis.
Form of Notes: The Notes will be issued in bearer or registered form, as described in "Form of
the Notes". Registered Notes will not be exchangeable for Bearer Notes and vice
versa.
Each Tranche of Notes will be represented on issue by one or more Global Notes
that will be held or registered in the name of a Common Depositary (or its
nominee) for Euroclear and Clearstream, Luxembourg (each as defined in "Form
of the Notes" below). Except in the circumstances described in the Global Note,
investors will not be entitled to receive Notes in definitive form. Euroclear and
Clearstream, Luxembourg and their respective direct and indirect participants
will maintain records of the beneficial interests in the Global Note. While the
Notes are represented by a Global Note, investors will be able to trade their
beneficial interests only through Euroclear and Clearstream, Luxembourg and
their respective participants. While Notes are represented by a Global Note, the
Issuer will discharge its payment obligation under such Note by making
payments through the relevant clearing systems. A holder of a beneficial interest
in a Global Note must rely on the procedures of the relevant clearing system and
its participants to receive payments under the relevant Notes. The Issuer has no
responsibility or liability for the records relating to, or payments made in respect
of, beneficial interests in any Global Note.
Holders of beneficial interests in a Global Note will not have a direct right to
vote in respect of the relevant Notes. Instead, such holders will be permitted to
act only to the extent that they are enabled by the relevant clearing system and
its participants to appoint appropriate proxies.
Fixed Rate
Fixed interest will be payable on such date or dates as may be agreed between
Notes:
the Issuer and the relevant Dealer and will be calculated on the basis of such Day
Count Fraction as may be agreed between the Issuer and the relevant Dealer.
Floating Rate
Floating Rate Notes will bear interest on their outstanding face amount at such
Notes:
floating rate determined:

(i)
on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc.); or

(ii)
by reference to the relevant Reference Rate (as may be specified in the
applicable Final Terms) as adjusted for any applicable margin.

Interest periods will be specified in the applicable Final Terms. Floating Rate
Notes may have a maximum interest rate, a minimum interest rate, or both.
Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior
to issue by the Issuer and the relevant Dealer, will be payable on such Interest
Payment Dates, and will be calculated on the basis of such Day Count Fraction
as may be agreed between the Issuer and the relevant Dealer.
Reset Notes:
Reset Notes will bear interest:

(i)
in respect of the period from (and including) the Interest
Commencement Date to (but excluding) the Reset Date (or, if there is
more than one Reset Period, the first Reset Date occurring after the

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