Obligation Mashreq Bank 1.8% ( XS2199270880 ) en USD

Mashreq Bank

100 % ⇌

Emirats Arabes Unis

XS2199270880 ( en USD )

1.8% par an ( paiement semestriel )

06/07/2021 - Obligation échue

Prospectus brochure de l'obligation Mashreqbank XS2199270880 en USD 1.8%, échue

200 000 USD

45 000 000 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 XS2199270880, paye un coupon de 1.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/07/2021

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 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.
Mashreqbank has been rated A by Fitch Ratings Limited ("Fitch"), Baa1 by Moody's Investors Service Ltd ("Moody's") and A- by S&P Global Ratings
Europe Limited ("S&P"), and the Programme has been rated A by Fitch, (P)Baal by Moody's and A- 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 1 October 2019) on the European Securities
and Markets Authority ("ESMA") website at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk. 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 "Prospectus Regulation") for all Notes
issued under the Programme other than Unlisted Notes.
This base prospectus (the "Base Prospectus") has been approved by the CSSF, as competent authority in Luxembourg under the Prospectus Regulation,
as a base prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information with regard to the issue of 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 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 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. 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 Directive 2014/65/EU (as
amended, "MiFID II") 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 or (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 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 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

- i-

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".

Arranger

BofA Securities

Dealers
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Deutsche Bank
J.P. Morgan
Mashreqbank psc
Mizuho Securities
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank

The date of this Base Prospectus is 28 November 2019.

- ii-

This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA (each, a "Relevant Member State") will be made pursuant to an exemption under the 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 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 Merrill Lynch
International (the "Arranger") or any Dealer to publish a prospectus pursuant to Article 3 or Article 5 of
the Prospectus Regulation or a supplement to a prospectus pursuant to Article 23 of the 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 shall 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 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, the Arranger 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, 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.

- iii-

Neither the delivery of this Base Prospectus nor any applicable Final Terms (or Pricing Supplement, in the
case of Unlisted Notes) 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 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
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 United Kingdom, 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".

- iv-

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
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 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

- v-

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 Prospectus Regulation only applies to Notes which
are to be admitted to trading on a regulated market for the purposes of 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
Prospectus Regulation. References in this Base Prospectus to "Unlisted Notes" are to Notes issued by the
Bank for which no base prospectus is required to be published under the Prospectus Regulation. The
Unlisted Notes do not form part of this Base Prospectus for the purposes of the Prospectus Regulation and
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 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, THE DEALER OR DEALERS (IF
ANY) NAMED AS STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF
ANY STABILISATION MANAGER(S)) IN THE APPLICABLE 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.
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.

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IMPORTANT EEA RETAIL INVESTORS
If the 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 should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II); 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 MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
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 Arranger 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.
NOTIFICATION UNDER SECTION 309B(1)I OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289 OF SINGAPORE)
The applicable Final Terms (or Pricing Supplement, as applicable) 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 of the Securities and Futures Act (Chapter
289) 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 applicable Final Terms (or Pricing Supplement, as
applicable) will constitute notice to "relevant persons" for the purposes of section 309B(1)(c) of the SFA.
THE CREDIT RATING AGENCIES
Each of Fitch, Moody's and S&P has rated Mashreqbank, and Moody's has also rated the UAE.
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 Arranger and each Dealer such number of copies of such supplement hereto as such Arranger
and/or Dealer may reasonably request.

- vii-

BENCHMARKS
Amounts payable under the Notes may be calculated by reference to LIBOR or EURIBOR (each as defined
below). As at the date of this Base Prospectus, the administrator of LIBOR and the administrator of
EURIBOR each 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 "Benchmark Regulation"). As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmark Regulation 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.

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CONTENTS

Page
OVERVIEW OF THE PROGRAMME ....................................................................................................... 2
RISK FACTORS .......................................................................................................................................... 6
FORM OF THE NOTES ............................................................................................................................ 23
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 27
USE OF PROCEEDS ................................................................................................................................. 56
PRESENTATION OF FINANCIAL INFORMATION ............................................................................. 57
SELECTED FINANCIAL INFORMATION ............................................................................................. 58
ALTERNATIVE PERFORMANCE MEASURES .................................................................................... 59
DESCRIPTION OF THE BANK ............................................................................................................... 61
MANAGEMENT AND EMPLOYEES ..................................................................................................... 82
THE UNITED ARAB EMIRATES BANKING SYSTEM AND PRUDENTIAL REGULATION ......... 87
TAXATION ............................................................................................................................................... 97
SUBSCRIPTION AND SALE ................................................................................................................. 100
GENERAL INFORMATION .................................................................................................................. 106
ANNEX A: FORM OF FINAL TERMS .................................................................................................. 109
ANNEX B: FORM OF PRICING SUPPLEMENT ................................................................................. 117
ANNEX C: INDEX TO FINANCIAL STATEMENTS .......................................................................... 125

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OVERVIEW 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. 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. In accordance with the provisions of the Prospectus Regulation, no civil
liability will attach to the Responsible Person in any such Member State solely on the basis of this overview,
including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together
with the other parts of this Base Prospectus. Where a claim relating to the information contained in this
Base Prospectus is brought before a court in a Member State of the EEA, the plaintiff may, under the
national legislation of the Member State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated. 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 applicable
Final Terms or Pricing Supplement, as applicable. 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, Merrill 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 Principal
The Bank of New York Mellon, London Branch.
Paying Agent:
Programme Amount:
Up to U.S.$5,000,000,000 (or its equivalent in other currencies) aggregate
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.

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