Boubyan Sukuk Limited

BOUBYAN SUKUK LIMITED (an exempted company incorporated with limited liability in the Cayman Islands) U.S.$1,000,000,000 Trust Certificate Issuance Programme Under the U.S.$1,000,000,000 trust certificate issuance programme (the “Programme”) described in this base prospectus (the “Base Prospectus”), Boubyan Sukuk Limited (in its capacity as issuer and trustee, as applicable, the “Trustee”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue trust certificates (the “Certificates”) denominated in any currency agreed between the Trustee and the relevant Dealer(s) (as defined below). Certificates may only be issued in registered form. The maximum aggregate face amount of all Certificates from time to time outstanding under the Programme will not exceed U.S.$1,000,000,000 (or its equivalent in other currencies, calculated as provided for in the Programme Agreement described herein), subject to increase as described herein. The Certificates may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer(s) appointed under the Programme from time to time by the Trustee and Boubyan Bank K.S.C.P. (the “Bank” or the “Obligor”) (each a “Dealer” and together, the “Dealers”), which appointment may be for a specific issue of Certificates or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer(s)” shall, in the case of an issue of Certificates being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe to such Certificates. An investment in Certificates issued under the Programme involves certain risks. For a discussion of the principal risk factors that may affect the ability of the Trustee to fulfil its obligations under the Certificates, see “Risk Factors”. Each Tranche (as defined in the terms and conditions of the Certificates (the “Conditions”)) of Certificates will be constituted by: (i) a master trust deed (the “Master Trust Deed”) dated 31 October 2019 entered into by the Trustee, the Bank and Citibank, N.A., London Branch as delegate of the Trustee (in such capacity, the “Delegate”); and (ii) a supplemental trust deed (each a “Supplemental Trust Deed”) in relation to the relevant Tranche. Certificates of each Series confer on the holders of the Certificates from time to time (the “Certificateholders”) the right to receive payments (as more particularly described herein) arising from the assets of a trust declared by the Trustee in relation to the relevant Series (the “Trust”). This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Trustee, the Obligor or the quality of any Certificates issued under the Programme that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in such Certificates. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the Certificates issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list (the “Official List”) and to trading on the regulated market of Euronext Dublin. The regulated market of Euronext Dublin is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, “MiFID II”). Such approval relates only to the Certificates which are to be admitted to trading on a regulated market for the purposes of MiFID II (each such regulated market being a “MiFID Regulated Market”) and/or which are to be offered to the public in the European Economic Area (“EEA”). References in this Base Prospectus to the Certificates being listed (and all related references) shall mean that such Certificates have been admitted to listing on the Official List and to trading on the regulated market of Euronext Dublin or, as the case may be, another MiFID Regulated Market as may be specified in the applicable final terms relating to the relevant Series (the “applicable Final Terms”). The Programme provides that Certificates may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Trustee, the Bank and the relevant Dealer(s). The Trustee may also issue unlisted Certificates and/or Certificates not admitted to trading on any market. The Certificates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exceptions, the Certificates may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (“Regulation S”)). For a description of certain restrictions on offers and sales of Certificates and on distribution of this Base Prospectus, see “Subscription and Sale”. Each Series of Certificates will initially be represented by a global certificate in registered form (a “Global Certificate”). Global Certificates will be deposited on the relevant issue date with, and registered in the name of a nominee for, a common depositary (the “Common Depositary”) on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). The provisions governing the exchange of interests in Global Certificates for definitive Certificates are described in “Summary of Provisions relating to the Certificates while in Global Form”. The Bank has been assigned a long-term issuer default rating of A+ with a stable outlook by Fitch Ratings Ltd. (“Fitch”) and a long-term deposit rating of A3 with a stable outlook by Moody’s Investors Service Cyprus Ltd. (“Moody’s”), respectively. The Programme is expected to be rated A+ by Fitch and A3 by Moody’s. Each of Fitch and Moody’s is established in the European Union (“EU”) and is registered under Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, each of Fitch and Moody’s is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. A Series of Certificates to be issued under the Programme may be rated or unrated. Where a Series of Certificates is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The transaction structure relating to the Certificates (as described in this Base Prospectus) has been approved by the Fatwa and Shari’a Supervisory Board of the Bank, the Central Shariah Committee of HSBC Bank Middle East Limited and the Shariah Supervisory Committee of Standard Chartered Bank. Prospective Certificateholders should not rely on such approvals in deciding whether to make an investment in the Certificates and should consult their own Shari’a advisers as to whether the proposed transaction described in such approvals is in compliance with their individual standards of compliance with Shari’a principles. Amounts payable on Floating Rate Certificates will be calculated by reference to one of LIBOR, EURIBOR, KIBOR, HIBOR, KLIBOR, TRLIBOR or TRYLIBOR, SIBOR, EIBOR, TIBOR, SAIBOR, CHF LIBOR and QIBOR (as specified in the applicable Final Terms). As at the date of this Base Prospectus, the administrators of LIBOR, EURIBOR, SAIBOR and CHF LIBOR are included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). As at the date of this Base Prospectus, the administrators of KIBOR, HIBOR, KLIBOR, TRLIBOR or TRYLIBOR, SIBOR, EIBOR, TIBOR and QIBOR are not included in ESMA’s register of administrators under the Benchmarks Regulation. As far as the Bank is aware, KIBOR, KLIBOR, EIBOR and QIBOR do not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that regulation. As far as the Bank is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that Treasury Markets Association, Banks Association of Turkey, Associate of Banks in Singapore, and Japanese Bankers Association are not currently required to obtain authorisation/registration (or, if located outside the EU, recognition, endorsement or equivalence). This Base Prospectus will be valid for a period of 12 months from 31 October 2019 in relation to Certificates 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 Prospectus Regulation. The obligation to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply when the Base Prospectus is no longer valid in relation to such Certificates. Arrangers HSBC Standard Chartered Bank Dealers HSBC Standard Chartered Bank The date of this Base Prospectus is 31 October 2019. This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Regulation. The Trustee and the Bank accept responsibility for the information contained in this Base Prospectus and the applicable Final Terms for each Series of Certificates issued under the Programme.

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