Obligation Mashreq Bank 0% ( XS1716916215 ) en USD

Mashreq Bank

100 % ⇌

Emirats Arabes Unis

XS1716916215 ( en USD )

09/11/2022 - Obligation échue

Prospectus brochure de l'obligation Mashreqbank XS1716916215 en USD 0%, échue

200 000 USD

10 000 000 USD

Mashreqbank est une banque de détail et d'investissement basée à Dubaï, aux Émirats arabes unis, offrant une gamme de services financiers aux particuliers et aux entreprises.

L'Obligation émise par Mashreq Bank ( Emirats Arabes Unis ) , en USD, avec le code ISIN XS1716916215, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/11/2022

BASE PROSPECTUS

Mashreqbank psc
(incorporated with limited liability in the United Arab Emirates as a public shareholding company)
U.S.$5,000,000,000
Euro Medium Term Note Programme
Under this U.S.$5,000,000,000 Euro Medium Term Note Programme (the "Programme") Mashreqbank psc, a public shareholding company incorporated in the United Arab
Emirates (the "UAE") with limited liability ("Mashreqbank" or the "Bank"), may from time to time issue notes (the "Notes") denominated in any currency agreed between the
Bank and the relevant Dealer (as defined below). The maximum aggregate principal amount of Notes outstanding at any one time under the Programme may not exceed
U.S.$5,000,000,000 (or its equivalent in other currencies) and, for this purpose, any Notes denominated in any other currency shall be translated into U.S. dollars at the date of
the agreement to issue such Notes (calculated in accordance with the provisions of the Dealership Agreement (as defined under "Subscription and Sale")), subject to any increase
as described herein.
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 Bank (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 (as defined below) 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.
Notes will be issued in Series (as defined under "Terms and Conditions of the Notes") and each Series may comprise one or more Tranches (as defined under "Terms and Conditions
of the Notes") issued on different issue dates. Notice of the aggregate principal 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 of Notes will be set out in a Final Terms document (the "Final Terms") (or, in the case of Exempt Notes (as defined below),
the relevant Pricing Supplement (as defined below)) which, with respect to the Notes to be listed on the official list of the Luxembourg Stock Exchange, will be filed with the
Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") on or before the date of issue of the Notes of such Tranche. Copies of Final Terms in relation to
Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.LuxSE.com).
Mashreqbank has been rated A by Fitch Ratings Limited ("Fitch"), Baa1 by Moody's Investors Service Cyprus Ltd. ("Moody's") and A- by S&P Global Ratings Europe Limited
("S&P"), and the Programme has been rated A by Fitch, Baal by Moody's and A- by S&P. Each of Moody's and S&P is established in the EEA, is registered under Regulation
(EC) No 1060/2009 on credit rating agencies (the "EU CRA Regulation") and appears on the latest update of the list of registered credit rating agencies (as of the date of this
Base Prospectus) on the ESMA website http://www.esma.europa.eu. Moody's and S&P are not established in the United Kingdom ("UK") or registered under Regulation (EC)
No 1060/2009 on credit rating agencies as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). The
ratings that Moody's and S&P have given to the Notes to be issued under the Programme are endorsed by Moody's Investors Service Ltd. and S&P Global Ratings UK Limited,
respectively, each of which is established in the UK and registered under the UK CRA Regulation. Fitch is established in the UK, is registered under the UK CRA Regulation and
appears on the latest update of the list of registered credit rating agencies (as of the date of this Base Prospectus) on the UK Financial Conduct Authority's Financial Services
Register. Fitch is not established in the EEA or registered under the EU CRA Regulation. The rating that Fitch has given to the Notes to be issued under the Programme is endorsed
by Fitch Ratings Ireland Limited which is established in the EEA and registered under the EU CRA Regulation. Notes issued under the Programme may be rated or unrated by
any of the rating agencies referred to above.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating
agency.
This document constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") for al Notes issued under the
Programme other than Exempt Notes.
This base prospectus (the "Base Prospectus") has been approved by the CSSF, as competent authority in Luxembourg under the EU Prospectus Regulation, as a base prospectus
issued in compliance with the EU Prospectus Regulation for the purpose of giving information with regard to the issue of the Notes issued under the Programme described in this
Base Prospectus during the period of twelve months after the date hereof. The CSSF has only approved the Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the EU Prospectus Regulation with respect to the Notes which will be admitted to listing on the official list and trading on the
regulated market of the Luxembourg Stock Exchange and admission to trading on the professional segment of the Luxembourg Stock Exchange's regulated market. Such an
approval should not be considered as an endorsement of the Bank nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus. 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 in relation to the
Notes which are to be admitted to listing on an official list and to trading on the regulated market in the EEA. The CSSF assumes no responsibility for the economic and financial
soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Bank in line with the provisions of Article 6 (4) of the Luxembourg Law on
Prospectuses for securities. The validity of this Base Prospectus will expire on 8 March 2024. The obligation to supplement this Base Prospectus in the event of a significant new
factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Applications have been made for such Notes to be admitted during
the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange and admission to trading
on the professional segment of the Luxembourg Stock Exchange's regulated market. The regulated market of the Luxembourg Stock Exchange is a regulated market for the
purposes of Directive 2014/65/EU on markets in financial instruments (as amended, "EU MiFID II").
The requirement to publish a prospectus under the EU Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the EEA and/or
offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the EU Prospectus Regulation. References in this
Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published under the EU Prospectus Regulation. The CSSF has neither approved nor
reviewed information contained in this Base Prospectus in connection with Exempt Notes.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed
between the Bank and the relevant Dealer(s) in relation to each Series.
The Bank may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes (the "Conditions") herein, in which event
(in the case of Notes intended to be listed on the Luxembourg Stock Exchange) a new prospectus relating to that particular issue of Notes or (in the case of Exempt Notes) a
pricing supplement (the "Pricing Supplement") issued by the Bank will be made available which will describe the effect of the agreement reached in relation to such Notes. By
approving this Base Prospectus the CSSF gives no undertaking as to the economic or financial opportuneness of the transaction or the quality and solvency of the Bank in line
with the provisions of Article 6(4) of the Luxembourg law dated 16 July 2019 on prospectuses for securities (the "Luxembourg Prospectus Law").
The Notes to which this Base Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own
due diligence on the Notes. If you do not understand the contents of this Base Prospectus you should consult an authorised financial adviser.
Investing in Notes issued under the Programme involves certain risks. For a discussion of the principal risk factors that may affect the ability of the Bank to fulfil its
obligations under the Notes, see "Risk Factors" beginning on page 6.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY U.S. STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR THE
BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT) UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE AND THE OFFER AND SALE IS MADE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES AND ANY OTHER JURISDICTION. SEE "FORM OF THE NOTES" FOR A DESCRIPTION OF THE MANNER IN WHICH NOTES
WILL BE ISSUED.
The Base Prospectus may only be communicated or caused to be communicated in circumstances in which Section 21(1) of the Financial Services and Markets Act 2000, as
amended (the "FSMA") does not apply. See "Subscription and Sale".
Arranger
BofA Securities
Dealers
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
Mashreqbank psc
Mizuho
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank

The date of this Base Prospectus is 8 March 2023.

- i -

This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA (each, a "Member State") will be made pursuant to an exemption under the EU Prospectus Regulation
from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or
intending to make an offer of Notes in that Member State which are the subject of an offering contemplated
in this Base Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so
in circumstances in which no obligation arises for the Bank or Merrill Lynch International (the "Arranger")
or any Dealer to publish a prospectus pursuant to Article 3 or Article 5 of the EU Prospectus Regulation or
a supplement to a prospectus pursuant to Article 23 of the EU Prospectus Regulation in relation to such
offer. Neither the Bank, the Arranger nor any Dealer has authorised, nor do they authorise, the making of
any offer of Notes in circumstances in which an obligation arises for the Bank, the Arranger or any Dealer
to publish a prospectus or a supplement to a prospectus for such offer.
The Bank accepts responsibility for the information contained in this Base Prospectus and the Final Terms
or Pricing Supplement for each Tranche (as defined herein) of Notes issued under the Programme and
declares that, to the best of its knowledge, the information contained in this Base Prospectus is in accordance
with the facts and the Base Prospectus makes no omission of anything likely to affect the import of such
information.
Where information has been sourced from a third party, the Bank confirms that such information has been
accurately reproduced and that, so far as it is aware and is able to ascertain from information published by
such third party, 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 information under the heading "The United Arab
Emirates Banking System and Prudential Regulation", which is given as general information and has been
reproduced from publicly available information, save that the Bank confirms that, as far as it is aware and
is able to ascertain from publicly available information, no facts have been omitted which would render
any reproduced information inaccurate or misleading. The Bank accepts responsibility only for the accurate
extraction of such information from publicly available sources.
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, advisers, agents or affiliates as to the accuracy or completeness of the information
contained or incorporated in this Base Prospectus or any other information provided by the Bank in
connection with the Programme or the Notes or their distribution. Neither the Arranger nor the Dealers
accept any liability in relation to the information contained in this Base Prospectus or any other information
provided by the Bank in connection with the Programme or the Notes or their distribution. Neither the
Arranger nor the Dealers shal be responsible for, or for investigating, any matter which is the subject of
any statement, representation, warranty or covenant of the Bank contained in the Notes, or any other
agreement or document relating to the Notes, or for the execution, legality, effectiveness, adequacy,
genuineness, validity, enforceability or admissibility in evidence thereof.
This Base Prospectus must be read and construed together with any supplements hereto and, in relation to
any Series or Tranche of Notes must be read and construed together with the relevant Final Terms. Any
information relating to the Notes which is not included in the Base Prospectus and which is required in
order to complete the "necessary information" in relation to a Tranche of Notes will be contained in the
relevant Final Terms. In this section the expression "necessary information" means, in relation to any
Tranche of Notes, the necessary information which is material to an investor for making an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Bank and
of the rights attaching to the Notes and the reasons for the issuance and its impact on the Bank. In relation
to the different types of Notes which may be issued under the Programme, the Bank has included in this
Base Prospectus all of the necessary information except for information relating to the Notes which is not
known at the date of this Base Prospectus and which can only be determined at the time of an individual
issue of a Tranche of Notes.
No person is or has been authorised by the Bank 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 the Bank, the Arranger or any Dealer.

- ii -

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 the Bank, the Arranger or any Dealer 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 Bank. 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 the Bank, the Arranger or any Dealer to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor any relevant Final Terms nor the offering, sale or delivery
of any Notes shall in any circumstances imply that the information contained herein concerning the Bank
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 or that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Bank since the date thereof or, if later, the date upon
which this Base Prospectus has most recently been supplemented by a supplement to the Base Prospectus
or that any other information supplied in connection with the Programme is correct at any time subsequent
to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The Dealers expressly do not undertake to review the financial condition or affairs of the Bank 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 contained in this Base
Prospectus when deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under the Securities Act or any U.S. State securities
laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
(as defined in the Securities Act) except in certain transactions exempt from the registration requirements
of the Securities Act. See "Subscription and Sale". The Notes are subject to U.S. tax law requirements.
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
All applicable provisions of the FSMA, and all secondary legislation made pursuant to it, must be complied
with. Accordingly, no offer or sale of, and no communication of any invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA) in respect of, any Notes is being made
hereby except in circumstances where the prohibition on financial promotion set out at Section 21(1) of the
FSMA does not apply whether by reason of the application of the exemptions to such prohibition set out in
the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the "Promotions Order")
or otherwise. In the UK, this Base Prospectus is only being distributed and made available to, and is only
directed at, investment professionals within the meaning of Article 19(5) of the Promotions Order, and any
other person into whose possession this Base Prospectus comes must not and should not take any action in
respect of matters set out herein in respect to the Notes or otherwise. In the UK, persons not having
professional experience in matters relating to investments of the type represented by the Notes should not
rely on this Base Prospectus.
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 Bank, the Arranger 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,
and the Bank, the Arranger and the Dealers do not assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Bank, the Arranger or the Dealers
which would 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

- iii -

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, the People's
Republic of China (the "PRC"), Italy, Singapore, the Kingdom of Saudi Arabia, the United Arab Emirates
(excluding the Dubai International Financial Centre) and the Dubai International Financial Centre; see
"Subscription and Sale".
Unless otherwise specified in the Final Terms or any Pricing Supplement applicable to the Notes in a Series,
the Notes in a Series will initially be represented by Global Notes (as defined below), which will be, on or
about the relevant Issue Date, deposited with a depositary or common depositary for the accounts of
Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or Euroclear Bank SA/NV ("Euroclear",
together with Clearstream, Luxembourg, the "Clearing Systems"). Beneficial interests in Global Notes
will be exchangeable, in whole but not in part, for Definitive Notes in bearer form under the limited
circumstances described below.
Global Notes may also be deposited with any other clearing system or may be delivered outside any clearing
system, provided that the method of such delivery has been agreed between the Bank, the Issuing and
Principal Paying Agent and the relevant Dealer(s). Notes that are to be credited to one or more clearing
systems on issue will be registered in the name of a nominee or nominees for such clearing systems.
Beneficial interests in Global Notes held by Euroclear and/or Clearstream, Luxembourg will be shown on,
and transfers thereof will be effected only through, records maintained by Euroclear and/or Clearstream,
Luxembourg and their participants.
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 may wish to consider, either on its own or with the help of its financial and professional advisers,
whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes where the currency for principal or interest payments is different from the potential
investor's currency;
(d)
understands thoroughly the terms of the Notes and be familiar with the behaviour of 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.
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 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: (1) Notes are
legal investments for it; (2) Notes can be used as collateral for various types of borrowing; and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal

- iv -

advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
In the case of any Notes which are to be admitted to trading on a regulated market within the EEA or offered
to the public in a Member State of the EEA in circumstances which would otherwise require the publication
of a prospectus under the EU Prospectus Regulation, the minimum specified denomination shall be
100,000 (or its equivalent in any other currency as at the date of issue of such Notes).
This Base Prospectus contains certain forward-looking statements. The words "anticipate", "believe",
"expect", "intend", "targets", "aims", "estimate", "project", "will", "would", "may", "could", "continue" and
similar expressions are intended to identify forward-looking statements. All statements other than
statements of historical fact included in this Base Prospectus, including, without limitation, those regarding
the financial position, business strategy, management plans and objectives for future operations of the Bank
are forward-looking statements. These forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the Bank's actual results, performance or achievements,
or industry results, to be materially different from those expressed or implied by these forward-looking
statements.
The requirement to publish a base prospectus under the EU Prospectus Regulation only applies to Notes
which are to be admitted to trading on a regulated market for the purposes of EU MiFID II in the EEA
and/or offered to the public in the EEA other than in circumstances where an exemption is available under
Article 4 of the EU Prospectus Regulation. References in this Base Prospectus to "Exempt Notes" are to
Notes issued by the Bank for which no base prospectus is required to be published under the EU Prospectus
Regulation. The Exempt Notes do not form part of this Base Prospectus for the purposes of the EU
Prospectus Regulation and the CSSF has neither approved nor reviewed information contained in this Base
Prospectus in connection with Exempt Notes.
All references in this document to "U.S. dollars", "U.S.$" and "$" are references to United States dollars,
all references to "UAE dirham" and "AED" are references to United Arab Emirates dirham, all references
to "Renminbi", "RMB" or "CNY" are to the lawful currency of 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) and all references to "euro" and "" are references to the
currency introduced at the start of the third stage of the Treaty on the functioning of the European
Community, as amended from time to time. The UAE dirham has been pegged to the U.S. dollar since 22
November 1980. The midpoint between the official buying and selling rates for the UAE dirham is at a
fixed rate of AED 3.6725 = U.S.$1.00.
References in this Base Prospectus to "Final Terms" shall, in the case of a Tranche of Exempt Notes, be
read and construed as a reference to the applicable Pricing Supplement, unless the context requires
otherwise.
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 Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of this
Base Prospectus and expressly disclaims any liability whatsoever for any loss arising from, or incurred in
reliance upon, any part of this Base Prospectus. Prospective purchasers of the Notes should conduct their
own due diligence on the accuracy of the information relating to the Notes. If a prospective investor does
not understand the contents of this Base Prospectus he or she should consult an authorised financial adviser.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISATION MANAGER(S)) IN THE RELEVANT FINAL TERMS MAY
OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR.

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ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT
TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST
END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
RELEVANT TRANCHE OF NOTES 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 ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes includes 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 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 EU MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 ("Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (the "EU 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 EU PRIIPs
Regulation.
IMPORTANT UK RETAIL INVESTORS
If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to 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 UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
PRODUCT GOVERNANCE UNDER EU MiFID II
A determination will be made at the time of issue about whether, for the purpose of the product governance
rules under EU Delegated Directive 2017/593 (the "EU MiFID II Product Governance Rules"), any
Dealer subscribing for a Series or Tranche of Notes is a manufacturer in respect of that Series or Tranche,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the EU MiFID II Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "EU MiFID II Product Governance"
which will outline each manufacturer's product approval process, 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 EU MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
PRODUCT GOVERNANCE UNDER UK MIFIR
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the FCA Handbook Product Intervention and Product Governance

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Sourcebook (the "UK MiFIR 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 UK MiFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR 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 distributor should take into consideration the target market assessment;
however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001
(2020 REVISED EDITION) OF SINGAPORE
The Final Terms in respect of any Tranche of Notes may include a legend entitled "Singapore Securities
and Futures Act Product Classification" which will state the product classification of the Notes pursuant to
Section 309B(1) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore, as modified
or amended from time to time (the "SFA"). The Bank will make a determination in relation to each issue
about the classification of the Notes being offered for the purposes of section 309B(1)(a). Any such legend
included on the relevant Final Terms will constitute notice to "relevant persons" for the purposes of Section
309B(1)(a) and Section 309B(1)(c) of the SFA.
THE CREDIT RATING AGENCIES
Each of Fitch, Moody's and S&P has rated Mashreqbank and the Programme, and Moody's Investors
Service Singapore Pte. Ltd. ("Moody's Singapore") has also rated the UAE. Moody's and S&P are
established in the EEA and registered under the EU CRA Regulation. Fitch is established in the UK and is
registered under the UK CRA Regulation. Moody's Singapore is not established in the European Union or
in the UK and has not applied for registration under the EU CRA Regulation or the UK CRA Regulation.
The rating issued by Moody's Singapore has been endorsed by Moody's in accordance with the EU CRA
Regulation. A credit 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.
SUPPLEMENTAL INFORMATION
The Bank has undertaken that, in connection with the listing of the Notes on the official list of the
Luxembourg Stock Exchange, if there shall occur a significant new factor, material mistake or material
inaccuracy relating to the information included in this Base Prospectus which is capable of affecting the
assessment of any Notes, the Bank will prepare or procure the preparation of a supplement to this Base
Prospectus to be approved by the CSSF in accordance with Article 23 of the EU Prospectus Regulation or,
as the case may be, publish a new Base Prospectus, for use in connection with any subsequent issue by the
Bank of Notes to be listed on the official list of the Luxembourg Stock Exchange and shall supply to the
Arranger and each Dealer such number of copies of such supplement hereto as such Arranger and/or Dealer
may reasonably request. Statements contained in any supplement (or contained in any document
incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or
otherwise), be deemed to supersede statements contained in this Base Prospectus (or any earlier
supplement) or in a document which is incorporated by reference in this Base Prospectus.
EU BENCHMARKS REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "EU Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the Final
Terms will indicate whether or not the benchmark is provided by an administrator included in the register
of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register
of administrators and benchmarks) of the EU Benchmarks Regulation. The registration status of any
administrator under the EU Benchmarks Regulation is a matter of public record and, save where required
by applicable law, the Bank does not intend to update the Final Terms to reflect any change in the
registration status of the administrator.

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ENFORCEMENT OF FOREIGN JUDGMENTS
The Bank is a public shareholding company incorporated with limited liability in accordance with the laws
of the UAE and the majority of its directors reside in the UAE. All or a substantial portion of the assets of
the Bank and its directors are located in the UAE. As a result, it may not be possible for investors to: (a)
effect service of process upon the Bank or any such directors outside the UAE; (b) enforce against any of
them, in courts of jurisdiction other than the UAE, judgments obtained in such courts that are predicated
upon the laws of such other jurisdictions; or (c) enforce against any of them, in UAE courts, judgments
obtained in jurisdictions other than the UAE, including judgments on the Deed of Covenant in the courts
of England and judgments obtained in the United States predicated upon the civil liability provisions of the
federal securities laws of the United States.
The Deed of Covenant, the Agency Agreement and the Notes are governed by, and construed in accordance
with, English law (save for the subordination provisions of the Notes, which are subject to the application
of mandatory provisions of the laws and regulations of the UAE). Disputes in respect of the Deed of
Covenant, the Agency Agreement and the Notes may be settled by arbitration under the rules of the London
Court of International Arbitration in London, England unless any holder of Notes (in the case of the Notes
or the Deed of Covenant) or Agent (in the case of the Agency Agreement) elects to have the dispute, claim,
difference or controversy resolved by a court, in which case the English courts will have exclusive
jurisdiction to settle such dispute (or such other court of competent jurisdiction as such party may elect).
See "Terms and Conditions of the Notes -- Governing Law and Dispute Resolution". However, there is a
risk that the courts of the UAE may only recognise a choice of law other than the law of, and applicable in,
the UAE if they are satisfied that there exists an appropriate nexus between the contract expressed to be
governed by such law and the foreign law system chosen. Further, the courts of the UAE will not honour
any provision of any foreign law system they do recognise as validly chosen which is contrary to Islamic
Shari'a jurisprudence, public order or morals or to any mandatory law of, or applicable in, the UAE. See
further "Risk Factors -- Risk Factors relating to the legal and regulatory environment -- UAE law and
courts and the enforcement of foreign judgments in the Emirate of Dubai".

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CONTENTS

Page
GENERAL DESCRIPTION OF THE PROGRAMME . ...... ...... .... ...... . ................ . ..... .... . .... . . ... .... 2
RISK FACTORS ......... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... . . ... ...... .... . . ... . .... . . ... .... 6
FORM OF THE NOTES . . . ... . . ... ...... .... . . ..... .... ...... . . ... ...... .... . . ... . .... . . ... ...... .... . . ..... .... .. 30
TERMS AND CONDITIONS OF THE NOTES ...... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... 34
USE OF PROCEEDS ...... ...... ........... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... ....... ...... .... .. 74
PRESENTATION OF FINANCIAL INFORMATION . ...... ...... .... . . ... ...... ...... ........... . ..... ...... .... .. 75
SELECTED FINANCIAL INFORMATION . ... . . ... ...... ...... . ..... .... ...... ...... ........... . ..... ...... .... ...... 76
ALTERNATIVE PERFORMANCE MEASURES .... ...... .... . . ......... . ..... ...... .... ...... . ..... ...... .... ...... 77
DESCRIPTION OF THE BANK .... ...... .... . . ..... .... ...... . . ... ...... .... . . ... . ........... . ..... .... . .... . . ... .. 79
MANAGEMENT AND EMPLOYEES . . . ... ...... . ......... . . ... ...... ........... . . ... ...... .... . . ..... .... ...... . . 99
THE UNITED ARAB EMIRATES BANKING SYSTEM AND PRUDENTIAL REGULATION . . . . 105
TAXATION . . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... . ..... . 117
SUBSCRIPTION AND SALE .... . . ... ...... ...... . ..... .... ...... ...... . ..... .... . .... . . ... ...... .... . . ..... .... .... 119
GENERAL INFORMATION ..... ...... .... . . ..... .... ...... .................. . ..... .... . .... . . ... ...... .... . . ..... .... 125
ANNEX A: FORM OF FINAL TERMS . ..... ........... . ..... ...... .... ...... . ..... ...... .... ...... ....... ...... .... .... 129
ANNEX B: FORM OF PRICING SUPPLEMENT ... ...... .... . . ..... .... ...... ...... . ..... .... ...... ...... . ....... 140
ANNEX C: INDEX TO FINANCIAL STATEMENTS . ..... ...... .... ...... . . ... ...... .... . . ... . .... . . ... .... 152

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GENERAL DESCRIPTION OF THE PROGRAMME
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980, as amended. This overview must be read as an
introduction to this Base Prospectus and any decision to invest in the Notes should be based on a
consideration of this Base Prospectus as a whole. This general 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 terms and conditions of any particular Tranche of Notes, the relevant Final Terms. Capitalised terms
used herein have the same meanings given to them in "Form of the Notes" and "Terms and Conditions of
the Notes".
Issuer:
Mashreqbank psc, a public shareholding company incorporated with limited
liability in the United Arab Emirates.
Issuer LEI:
5493000SA3K24EQKA103.
Description:
Euro Medium Term Note Programme.
Arranger:
Merrill Lynch International.
Dealers:
BNP Paribas, Citigroup Global Markets Limited, Commerzbank
Aktiengesellschaft, Deutsche Bank AG, London Branch, J.P. Morgan Securities
plc, Mashreqbank psc, Merril Lynch International, Mizuho International plc,
Nomura International plc, Société Générale, UBS AG London Branch and any
other Dealers appointed in accordance with the Dealership Agreement.
Issuing and
The Bank of New York Mellon, London Branch.
Principal Paying
Agent:
Programme
Up to U.S.$5,000,000,000 (or its equivalent in other currencies) aggregate
Amount:
principal amount of Notes outstanding at any one time. The Bank may increase
the amount of the Programme in accordance with the terms of the Dealership
Agreement.
Risk Factors:
There are certain factors that may affect the Bank's ability to fulfil its obligations
under the Notes issued under the Programme. In addition, there are certain
factors which are material for the purpose of assessing the market risks
associated with the Notes issued under the Programme. These include the fact
that the Notes may not be a suitable investment for all investors, certain risks
relating to the structure of a particular Series of Notes and certain market risks.
See "Risk Factors".
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more Tranches
issued on different issue dates. The Notes of each Series will all be subject to
identical terms, except that the issue date and the amount of the first payment of
interest may be different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects. Each Tranche of
Notes issued under the Programme will be subject to the approval and be
authorised by a resolution of the Board of Directors of the Bank.
Currencies:
Subject to any applicable legal and/or regulatory and/or central bank restrictions,
the Notes may be denominated in any currency agreed between the Bank and the
relevant Dealer.
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.

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