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Prospectus National Bank of Abu Dhabi USD

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Prospectus National Bank of Abu Dhabi USD NO BASE PROSPECTUS IS REQUIRED TO BE PROVIDED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC, AS AMENDED (WHICH INCLUDES THE AMENDMENTS MADE BY DIRECTIVE 2010/73/EU) AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN A RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "PROSPECTUS DIRECTIVE") FOR THE ISSUE OF NOTES DESCRIBED BELOW AND AS SUCH THE NOTES ISSUED AS DESCRIBED BELOW ARE NOT REQUIRED TO, AND DO NOT COMPLY WITH THE PROSPECTUS DIRECTIVE AS SO AMENDED. THE UK LISTING AUTHORITY HAS NEITHER APPROVED NOR REVIEWED THE INFORMATION CONTAINED IN THIS PRICING SUPPLEMENT. Pricing Supplement dated 10 January 2017 National Bank of Abu Dhabi P.J.S.C. Issue of U.S.$885,000,000 Multi-Callable Zero Coupon Notes due 2047 (National Bank of Abu Dhabi P.J.S.C. USD885,000,000 Zero Coupon Callable Notes due 20 January 2047) under the U.S.$7,500,000,000 Euro Medium Term Note Programme Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. This document constitutes the Pricing Supplement for the Notes described herein and must be read in conjunction with the Base Prospectus dated 1 September 2016 and the supplements to it dated 3 November 2016 and 5 January 2017 (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained from National Bank of Abu Dhabi P.J.S.C., One NBAD Tower, Sheikh Khalifa Street, P.O. Box 4 Abu Dhabi, United Arab Emirates. Taipei Exchange (the “TPEx”) is not responsible for the content of this document and the Base Prospectus and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of this document and the Base Prospectus and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this document, the Base Prospectus or any supplement or amendment thereto. Admission to listing and trading on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than "professional institutional investors" as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act of the Republic of China ("ROC"), which currently includes overseas and domestic (i) banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further described in greater detail in Paragraph 3 of Article 2 of the Organisation Act of the Financial Supervisory Commission, (ii) fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers, and (iii) other institutions recognised by the Financial Supervisory Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the aforementioned professional institutional investors. Manager HSBC BANK (TAIWAN) LIMITED CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, TAIPEI BRANCH STANDARD CHARTERED BANK (TAIWAN) LIMITED BANK SINOPAC PUBLIC NO BASE PROSPECTUS IS REQUIRED TO BE PROVIDED IN ACCORDANCE WITH DIRECTIVE 2003/71/EC, AS AMENDED (WHICH INCLUDES THE AMENDMENTS MADE BY DIRECTIVE 2010/73/EU) AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN A RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "PROSPECTUS DIRECTIVE") FOR THE ISSUE OF NOTES DESCRIBED BELOW AND AS SUCH THE NOTES ISSUED AS DESCRIBED BELOW ARE NOT REQUIRED TO, AND DO NOT COMPLY WITH THE PROSPECTUS DIRECTIVE AS SO AMENDED. THE UK LISTING AUTHORITY HAS NEITHER APPROVED NOR REVIEWED THE INFORMATION CONTAINED IN THIS PRICING SUPPLEMENT. Pricing Supplement dated 10 January 2017 National Bank of Abu Dhabi P.J.S.C. Issue of U.S.$885,000,000 Multi-Callable Zero Coupon Notes due 2047 under the U.S.$7,500,000,000 Euro Medium Term Note Programme PART A – CONTRACTUAL TERMS Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. This document constitutes the Pricing Supplement for the Notes described herein and must be read in conjunction with the Base Prospectus dated 1 September 2016 and the supplements to it dated 3 November 2016 and 5 January 2017 (the "Base Prospectus"). Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Base Prospectus. Copies of the Base Prospectus may be obtained from National Bank of Abu Dhabi P.J.S.C., One NBAD Tower, Sheikh Khalifa Street, P.O. Box 4 Abu Dhabi, United Arab Emirates. The Notes have not been, and shall not be, offered, sold or resold, directly or indirectly, to investors other than "professional institutional investors" as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act of the Republic of China ("ROC"), which currently includes overseas and domestic (i) banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further described in greater detail in Paragraph 3 of Article 2 of the Organisation Act of the Financial Supervisory Commission, (ii) fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers, and (iii) other institutions recognised by the Financial Supervisory Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the aforementioned professional institutional investors. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 1 September 2016. 1. Issuer: National Bank of Abu Dhabi P.J.S.C. 2. (i) Series Number: 71 0013726-0003767 DB:10974641.7 1 (ii) Tranche Number: 1 (iii) Date on which the Notes will be Not Applicable consolidated and form a single Series: 3. Specified Currency or Currencies: United States Dollars (U.S.$) 4. Aggregate Nominal Amount: (i) Series: U.S.$885,000,000 (ii) Tranche: U.S.$885,000,000 5. Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Specified Denominations: U.S.$200,000 7. (i) Issue Date: 20 January 2017 (ii) Interest Commencement Date: Not Applicable 8. Maturity Date: 20 January 2047 9. Interest Basis: Zero Coupon (see paragraph 16 below) 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 402.365697516936 per cent. of their nominal amount which equates to U.S.$3,560,936,423.02 11. Change of Interest Basis: Not Applicable 12. Put/Call Options: Issuer Call (see paragraph 18 below) 13. (i) Status of the Notes: Senior (ii) Date Board approval for issuance of Not Applicable Notes obtained: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions: Not Applicable 15. Floating Rate Note Provisions: Not Applicable 16. Zero Coupon Note Provisions: Applicable (i) Amortisation Yield: 4.75 per cent. per annum 0013726-0003767 DB:10974641.7 2 (ii) Any other formula/basis of determining Not Applicable amount payable for Zero Coupon Notes which are Unlisted Notes: PROVISIONS RELATING TO REDEMPTION 17. Notice periods for Condition 6(c): Minimum period: 30 days Maximum period: 60 days 18. Call Option: Applicable (i) Optional Redemption Dates: 20 January 2022 20 January 2027 20 January 2032 20 January 2037 20 January 2042 (ii) Optional Redemption Amounts of each U.S.$252,231.9827753710 per Note of Note: U.S.$200,000 specified denomination on 20 January 2022 U.S.$318,104.8656739760 per Note of U.S.$200,000 specified denomination on 20 January 2027 U.S.$401,181.1049972000 per Note of U.S.$200,000 specified denomination on 20 January 2032 U.S.$505,953.5278272910 per Note of U.S.$200,000 specified denomination on 20 January 2037 U.S.$638,088.3075803580 per Note of U.S.$200,000 specified denomination on 20 January 2042 (iii) If redeemable in part: Not Applicable (iv) Notice periods: Minimum period: 5 Business Days Maximum period: Not Applicable For the purpose of this paragraph 18(iv), "Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in London, New York and Taipei 19. Put Option: Not Applicable 20.
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