Obligation Mashreq Bank 0% ( XS1807200735 ) en USD

Mashreq Bank

100 % ⇌

Emirats Arabes Unis

XS1807200735 ( en USD )

16/10/2019 - Obligation échue

Prospectus brochure de l'obligation Mashreqbank XS1807200735 en USD 0%, échue

200 000 USD

30 000 000 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 Mashreqbank (XS1807200735), émise aux Émirats Arabes Unis en USD pour un montant total de 30 000 000 USD avec une taille minimale d'achat de 200 000 USD, et offrant un taux d'intérêt de 0%, est arrivée à échéance le 16 octobre 2019 et a été intégralement remboursée à son prix nominal de 100%.

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 "Overview 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 Unlisted Notes (as defined below), the relevant Pricing Supplement (as defined below)) which, with
respect to 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.
Mashreqbank has been rated A by Fitch Ratings Limited ("Fitch"), Baa1 by Moody's Investors Service Ltd ("Moody's") and BBB+ by Standard &
Poor's Credit Market Services Europe Limited ("S&P"), and the Programme has been rated A by Fitch, P(Baa1) by Moody's and BBB+ by S&P. Each
of Fitch, Moody's and S&P is established in the European Economic Area ("EEA") and registered under Regulation (EU) No 1060/2009, as amended
(the "CRA Regulation"). Each of Fitch, Moody's and S&P appears on the latest update of the list of registered credit rating agencies (as of 16 July
2017) on the European Securities and Markets Authority ("ESMA") website at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
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 ("Base Prospectus") in respect of non-equity securities within the meaning of Article 22 No. 6(4) of the
Commission Regulation (EC) No. 809/2004 of 29 April 2004 and within the meaning of Article 5.4 of Directive 2003/71/EC, as amended (including
by Directive 2010/73/EU and includes any relevant implementing measure in a relevant Member State) (the "Prospectus Directive") for all Notes
issued under the Programme other than Unlisted Notes.
This Base Prospectus has been approved by the CSSF, which is the Luxembourg competent authority for the purpose of the Prospectus Directive and
relevant implementing measures in Luxembourg, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing
measures in Luxembourg for the purpose of giving information with regard to the issue of Notes issued under the Programme described in this Base
Prospectus during the period of 12 months after the date hereof. The CSSF assumes no responsibility for the economic and financial soundness of the
transaction or the quality or solvency of the Bank. Applications have been made for such Notes to be admitted during the period of 12 months after the
date hereof to listing on the official list and to trading on the regulated market of the Luxembourg Stock Exchange. 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 on a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) in the EEA and/or quotation
by any competent authority, stock exchange and/or quotation system ("Unlisted Notes") 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 with the Bank. For the avoidance of doubt, such
Unlisted Notes are neither reviewed nor approved by the CSSF.
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 and (in the case of Unlisted 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 7 (7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities.
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 1.
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 (the "FSMA") does not apply. See "Subscription and Sale".

Joint Arrangers
BofA Merrill Lynch
Morgan Stanley
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Credit Suisse
Deutsche Bank
J.P. Morgan
Mashreq Capital (DIFC) Ltd.
Mizuho Securities
Morgan Stanley
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank

The date of this Base Prospectus is 23 January 2018.

This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State,
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 Relevant 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 any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to
Article 16 of the Prospectus Directive in relation to such offer. Neither the Bank nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Bank 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, having taken all reasonable care to ensure that such is the case, the information
contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
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 "Overview of the
United Arab Emirates" and "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. Except as aforesaid, to the best of the knowledge and belief of the Bank,
having taken all reasonable care 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.
The accuracy or completeness of the information contained in this Base Prospectus has not been
independently verified by Merrill Lynch International or Morgan Stanley & Co. International plc
(together, the "Arrangers") 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 Arrangers, 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 Arrangers 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 Arrangers nor the Dealers shall be responsible for, or for investigating, any matter which is
the subject of any statement, representation, warranty or covenant of the Issuer 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 applicable Final Terms.
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 or any Dealer.
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 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
ii

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 or any Dealer to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning 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 United Kingdom, 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 United Kingdom, 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 Arrangers 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 Arrangers 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 Arrangers 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 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
iii

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 United Kingdom, Japan, the People's Republic of China (the "PRC"), Italy, 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 should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from the
potential investor's currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of financial
markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (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 advisers or the appropriate regulators to determine the appropriate treatment of
Notes under any applicable risk-based capital or similar rules.
iv

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 Prospectus Directive, 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 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 the Bank believes that the expectations reflected in its forward-looking statements
are reasonable at this time, there can be no assurance that these expectations will prove to be correct.
The requirement to publish a base prospectus under the Prospectus Directive only applies to Notes which
are to be admitted to trading on a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC) in the EEA and/or offered to the public in the EEA other
than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as
implemented in the relevant Member State(s)). The CSSF has neither approved nor reviewed information
contained in this Base Prospectus in connection with Unlisted 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 mid-point between the official buying and selling rates for the UAE
dirham is at a fixed rate of AED 3.673 = U.S.$1.00.
References in this Base Prospectus to "Final Terms" shall, in the case of a Tranche of Unlisted 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 Offers of Securities Regulations issued by the Capital Market Authority of the
Kingdom of Saudi Arabia (the "Capital Market Authority").
The Capital Market Authority does not make any representations as to the accuracy or completeness of
this Base Prospectus and expressly disclaims any liability whatsoever for any loss arising from, or
incurred in reliance upon, any part of this Base Prospectus. Prospective purchasers of Notes issued under
the Programme should conduct their own due diligence on the accuracy of the information relating to the
Notes. If a prospective purchaser does not understand the contents of this Base Prospectus, he or she
should consult an authorised financial adviser.
STABILISATION
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, ONE OR MORE DEALERS
("THE STABILISITION MANAGER(S)") (OR ANY PERSON ACTING ON BEHALF OF ANY
STABILISITION MANAGER(S)) IN THE RELEVANT SUBSCRIPTION AGREEMENT MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF
NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE 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
v

BEHALF OF ANY STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.
IMPORTANT EEA RETAIL INVESTORS
If the relevant Final Terms in respect of any Notes (or the relevant Pricing Supplement, in the
case of Unlisted 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,
with effect from such date, should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a "retail investor"
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs regulation.

MIFID II PRODUCT GOVERNANCE RULES

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 "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 Arrangers nor the Dealers nor any
of their respective affiliates will be a manufacturer for the purpose of the MIFID II Product
Governance Rules.
The relevant Final Terms in respect of any Notes (or Pricing Supplement, as the case may be)
will include a legend entitled "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 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.

THE CREDIT RATING AGENCIES
Each of Fitch, Moody's and S&P has rated Mashreqbank, and Moody's has also rated the UAE; see page
87.
Fitch, Moody's and S&P are established in the EEA and registered under the CRA Regulation.
SUPPLEMENTAL INFORMATION
The Bank has undertaken, in connection with the listing of the Notes on the official list of the
Luxembourg Stock Exchange, that, if there shall occur a significant factor, material mistake or 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 or,
as the case may be, publish a new Base Prospectus and whose inclusion in or removal from this Base
Prospectus is necessary for the purpose of allowing an investor to make an informed assessment of the
assets and liabilities, financial position, profits and losses and prospects of the Bank, 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 Arrangers and each Dealer such number of copies of such supplement
hereto as such Arranger and/or Dealer may reasonably request.
vi

BENCHMARKS
Amounts payable under the Notes may be calculated by reference to LIBOR or EURIBOR (each as
defined below) which are provided by the Intercontinental Exchange and the European Money Markets
Institute, respectively. As at the date of this Base Prospectus, neither the Intercontinental Exchange nor
the European Money Markets Institute appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
article 36 of the Benchmark Regulation (Regulation (EU) 2016/2011 (the "BMR"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the BMR apply, such that administrators are not
currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
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) and 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. In addition, under the Conditions,
the Bank has agreed to: (i) submit to the jurisdiction of the courts of England for the purposes of any suit,
action or proceeding arising out of or related to the Notes and the Coupons; and (ii) appoint an agent for
service of process in England. See "Terms and Conditions of the Notes -- Governing Law and
Jurisdiction". 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.
vii

CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 17
OVERVIEW OF THE PROGRAMME ..................................................................................................... 18
FORM OF THE NOTES ............................................................................................................................ 22
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 26
USE OF PROCEEDS ................................................................................................................................. 53
SELECTED FINANCIAL INFORMATION ............................................................................................. 54
ALTERNATIVE PERFORMANCE MEASURES .................................................................................... 55
DESCRIPTION OF THE BANK ............................................................................................................... 57
MANAGEMENT AND EMPLOYEES ..................................................................................................... 77
OVERVIEW OF THE UNITED ARAB EMIRATES ............................................................................... 82
THE UNITED ARAB EMIRATES BANKING SYSTEM AND PRUDENTIAL REGULATION ......... 90
TAXATION ............................................................................................................................................. 100
SUBSCRIPTION AND SALE ................................................................................................................. 103
GENERAL INFORMATION .................................................................................................................. 109
ANNEX A: FORM OF FINAL TERMS .................................................................................................. 112
ANNEX B: FORM OF PRICING SUPPLEMENT ................................................................................. 118
ANNEX C: INDEX TO FINANCIAL STATEMENTS .......................................................................... 124

RISK FACTORS
The following factors may affect the ability of the Bank to fulfil its obligations in respect of Notes issued
under the Programme. All of these factors are contingencies which may or may not occur and the Bank is
not in a position to express a view on the likelihood of any such contingency occurring.
In addition, prior to making an investment decision, prospective purchasers of the Notes should carefully
consider, along with the other matters referred to in this Base Prospectus, the following risks associated
with investment in UAE entities generally and in securities issued by the Bank specifically, as the case
may be, which (although not exhaustive) could be material for the purpose of assessing the market risks
associated with Notes issued under the Programme. Prospective investors should pay particular attention
to the fact that the Bank is governed by a legal and regulatory environment in the UAE which in some
respects may differ from that prevailing in other countries.
Prospective investors should note that the inability of the Bank to pay interest, principal or other amounts
on or in connection with any Notes may occur for reasons other than those stated below. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus and reach
their own views prior to making any investment decision. Prospective investors should also consult their
own financial and legal advisers about risks associated with an investment in any Notes issued under the
Programme and the suitability of investing in such Notes in light of their particular circumstances,
without relying on the Bank, the Arrangers or the Dealers. Investors are advised to make, and will be
deemed by the Dealers and the Bank to have made, their own investigations in relation to such factors
before making any investment decisions in relation the Notes.
Risk Factors relating to the Bank
Selective Growth
The Bank's gross loans and advances, including Islamic financing, (before allowances) increased during
2017 and were AED 68,443 million as at 30 September 2017 compared to AED 64,269 million as at 31
December 2016 and AED 62,980 million as at 31 December 2015. The increase in the gross loan
portfolio over the period was in line with the positive development of economic conditions in the region
that the Bank operates in. Due to prevailing economic conditions, the Bank's credit exposure will require
continued monitoring by the Bank's management of credit quality and continued improvement in the
Bank's credit risk management policies and procedures.
In particular, the Bank's strategy of further diversifying its customer base, for example by increased
lending to small and medium sized enterprises ("SMEs") and retail customers, may also increase further
the credit risk exposure in the Bank's loan portfolio. SMEs and retail customers typically have less
financial strength to withstand a severe downturn. In addition, there is generally less financial information
available about smaller companies and retail customers in the UAE. Failure to manage growth and
development successfully, including by estimating impairments and implementing additional credit risk
management policies and procedures to maintain the quality of the Bank's assets, could have a material
adverse effect on the Bank's results of operations and financial condition.
Growth rates such as those recently experienced by the Bank also require the Bank to attract and retain a
significant number of qualified personnel and to train new personnel appropriately, not only to monitor
asset quality, but also to ensure access to appropriately flexible funding sources that do not impose
inappropriate constraints on the Bank's future funding strategy. Furthermore, the development of new
products geared to the Bank's expanded customer profiles, including, for example, by targeting SMEs and
retail borrowers, require credit assessment skills and input from personnel, as well as well-developed and
practised risk management procedures and systems.
There can be no assurance that the Bank will obtain the necessary skills and systems to manage the
growth of its business and the related risks in a timely manner, if at all. Failure to manage growth and
development successfully and to maintain the quality of its assets and/or flexibility as to funding sources
could have a material adverse effect on the Bank's results of operations and financial conditions.
Principal Shareholder
As at 30 September 2017, approximately 88.05 per cent. of the capital of the Bank is owned by members
of the Al-Ghurair family, either directly or indirectly through companies controlled by them. The Bank
1

emphasises good corporate governance and maintains independent non-executive directors on its board,
as well as a leadership forum comprised of senior managers who, other than the Chief Executive Officer,
are unrelated to the Al-Ghurair family. See "Management and Employees Corporate Governance",
"Management and Employees Board of Directors" and "Management and Employees Board of
Directors - Leadership Forum". The Bank is also subject to the regulatory regime described in "The
United Arab Emirates Banking System and Prudential Regulation". Nevertheless, the Al-Ghurair family
has the ability to influence the Bank's business significantly through their ability to control actions that
require shareholder approval.
Concentration of Deposit Base
Concentrations in the Bank's deposit portfolio subject it to funding risks from withdrawal of large
deposits.
As at 30 September 2017, the Bank's 12 largest corporate depositors accounted for approximately 18.4
per cent. of total amounts owed to customers compared to 18.3 per cent. as at 31 December 2016. The
Bank intends to reduce the concentration in its deposit base by attracting SME and retail depositors.
Failure to reduce such concentration could, however, expose the Bank to increased liquidity risk and have
a material adverse effect on the Bank's results of operations and financial condition.
The Bank's Assets and Liabilities Committee ("ALCO") meets on at least a monthly basis to review
liquidity ratios, asset and liability structure, interest rate and foreign exchange exposures, internal and
statutory ratio requirements, funding gaps and domestic and international economic and financial market
conditions.
Although the Bank considers that it has adequate access to sources of funding, the withdrawal of a
significant portion of these large deposits may have an adverse effect on the Bank's financial condition or
results of operations as well as its ability to meet the UAE Central Bank target stable resources ratio of
100 per cent.
Liquidity Risk
Liquidity risks could arise from the inability of the Bank to anticipate and provide for unforeseen
decreases or changes in funding sources which could have adverse consequences on the Bank's ability to
meet its obligations when they fall due.
An inability on the Bank's part to access funds or to access the markets from which it raises funds may
put the Bank's position in liquid assets at risk and lead to it being unable to finance operations adequately.
A dislocated credit environment also compounds the risk that the Bank will not be able to access funds at
favourable rates. These and other factors could also lead creditors to form a negative view of the Bank's
liquidity, which could result in less favourable credit ratings, higher borrowing costs and less accessible
funds. In addition, because the Bank receives a significant proportion of its funding from customer
deposits, the Bank is subject to the risk that customers could withdraw their funds at a rate faster than the
rate at which borrowers repay their loans, thus causing liquidity strain.
Although the UAE Ministry of Finance and the UAE Central Bank has supported the domestic banking
industry in the past, there can be no assurance that either the UAE Ministry of Finance or the UAE
Central Bank will provide any additional support to the Bank and the domestic banking industry or
initiate support if another major economic disruption were to occur in the future.
Although the Bank believes that its level of access to domestic and international markets and its liquidity
risk management policy, which includes maintaining liquidity reserves sufficient to meet the Bank's
liquidity needs for a certain period, allow and will continue to allow the Bank to meet its short-term and
long-term liquidity needs, any maturity mismatches between the Bank's assets and liabilities may have a
material adverse effect on the business, results of operations, financial condition or prospects of the Bank
and could, in turn, adversely affect the market price and liquidity of Notes.
The Bank expects to be compliant with both qualitative and quantitative requirements of the UAE Central
Bank's liquidity regulations, as they come into force.
Interest Rate Risk
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