Level: 4 – From: 4 – Thursday, June 2, 2011 – 11:14 – eprint6 – 4324 Intro PROSPECTUS EMIRATES (incorporated with limited liability under the laws of Dubai) U.S.$1,000,000,000 5.125 per cent. Notes due 2016 Issue Price 99.904 per cent. U.S.$1,000,000,000 5.125 per cent. Notes due 2016 (the “Notes”) will be issued by Emirates (the “Issuer” or “Emirates”). Interest on the Notes is payable semi-annually in arrear on 8 June and 8 December in each year. Payments on the Notes will be made without deduction for or on account of taxes of the United Arab Emirates and the Emirate of Dubai to the extent described under “Terms and Conditions of the Notes – Taxation”. The Notes mature on 8 June 2016 but the Notes may be redeemed before maturity at the option of the Issuer in whole but not in part at their principal amount together with accrued interest at any time in the event of certain changes affecting taxes of the United Arab Emirates and/or the Emirate of Dubai, and may also be redeemed before maturity at the option of the relevant holder at their principal amount together with accrued interest following a Change of Control (as defined in the Terms and Conditions). See “Terms and Conditions of the Notes – Redemption and Purchase”. The Notes, subject to Condition 4 (Negative Pledge), will constitute unsecured obligations of the Issuer. See “Ter ms and Conditions of the Notes – Status”. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) (the “UK Listing Authority”) for the Notes to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The minimum denominations of the Notes will be US$200,000 and integral multiples of US$1,000 in excess thereof. The Notes will be represented by a global note in registered form (the “Global Note Certificate”) and will be registered in the name of a nominee of a common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). It is expected that delivery of the Global Note Certificate will be made on 8 June 2011 or such later date as may be agreed (the “Closing Date”) by the Issuer and the Joint Lead Managers (as defined under “Subscription and Sale”). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Potential investors should be aware that the Government of Dubai is not guaranteeing the obligations of the Issuer under the Notes. This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules (the “Rules”) of the Dubai Financial Services Authority. This Prospectus is intended for distribution only to Persons of a type specified in those Rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any document in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The Notes to which this 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 Prospectus you should consult an authorised financial adviser. Joint Lead Managers Deutsche Bank Emirates NBD HSBC Morgan Stanley The date of this Prospectus is 6 June 2011 Level: 4 – From: 4 – Wednesday, June 1, 2011 – 19:40 – eprint3 – 4324 Intro This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and for the purpose of giving information with regard to the Issuer, the Group (as defined in “Presentation of Financial and Other Information”) and the Notes which according to the particular nature of the Issuer, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers to subscribe or purchase, any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see “Subscription and Sale” below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus or any other information supplied in connection with the issue of the 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 Issuer. Furthermore, no comment is made or advice given by the Issuer or the Joint Lead Managers in respect of taxation matters relating to any Notes or the legality of the purchase of Notes by an investor under applicable or similar laws. EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER, LEGAL ADVISER AND BUSINESS ADVISER AS TO TAX, LEGAL, BUSINESS AND RELATED MATTERS CONCERNING THE PURCHASE OF NOTES. To the fullest extent permitted by law, the Joint Lead Managers accept no responsibility whatsoever for the contents of this Prospectus, or for any other statement made or purported to be made by a Joint Lead Manager or on its behalf in connection with the Issuer or the issue and offering of the Notes. Each Joint Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Subject to certain exceptions, Notes 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”)). 2 Level: 4 – From: 4 – Wednesday, June 1, 2011 – 19:40 – eprint3 – 4324 Intro In connection with the issue of the Notes, HSBC Bank plc (the “Stabilising Manager”) (or any person acting on behalf of the Stabilising Manager) 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, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.