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Emirates Nbd Bank Pjsc EMIRATES NBD BANK PJSC (incorporated with limited liability in the United Arab Emirates) U.S.$1,000,000,000 Perpetual Additional Tier 1 Capital Securities The U.S.$1,000,000,000 Perpetual Additional Tier 1 Capital Securities (the "Capital Securities") shall be issued by Emirates NBD Bank PJSC (the "Issuer" or "ENBD") on 20 March 2019 (the "Issue Date"). Interest Payment Amounts (as defined in the Conditions) shall be payable subject to and in accordance with terms and conditions set out in the "Terms and Conditions of the Capital Securities" (the "Conditions") on the Prevailing Principal Amount (as defined in the Conditions) of the Capital Securities from (and including) the Issue Date to (but excluding) 20 March 2025 (the "First Call Date") at a rate of 6.125 per cent. per annum. If the Capital Securities are not redeemed in accordance with the Conditions on or prior to the First Call Date, Interest Payment Amounts shall continue to be payable from (and including) the First Call Date subject to and in accordance with the Conditions at a fixed rate, to be reset on the First Call Date and every six years thereafter, equal to the Relevant Six-Year Reset Rate (as defined in the Conditions) plus a margin of 3.656 per cent. per annum. Interest Payment Amounts will (subject to the occurrence of a Non-Payment Event (as defined in, and as more particularly provided in, Condition 6.1 (Interest Cancellation – Non-Payment Event))) be payable semi-annually in arrear on 20 March and 20 September in each year, commencing on 20 September 2019 (each, an "Interest Payment Date"). Payments on the Capital Securities will be made free and clear of, without withholding or deduction for, or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed, levied, collected, withheld or assessed by or within the Tax Jurisdiction (as defined in the Conditions) (the "Taxes") to the extent described under Condition 12 (Taxation). All payments by the Issuer in respect of the Capital Securities shall be conditional upon satisfaction of the Solvency Conditions (as defined in the Conditions) and no bankruptcy order in respect of the Issuer having been issued by a court in the United Arab Emirates, as more particularly described in Condition 4 (Status and Subordination) (see, in particular, "Risk Factors – Factors which are material for the purpose of assessing the risks associated with the Capital Securities - The Capital Securities are subordinated, conditional and unsecured obligations of the Issuer"). If a Non-Viability Event (as defined in the Conditions) occurs, a Write-down (as defined in the Conditions) shall occur on the relevant Non-Viability Event Write-down Date (as defined in the Conditions), as more particularly described in Condition 10 (Write-Down at the Point of Non-Viability). In such circumstances, the Capital Securities shall automatically be deemed to be irrevocably and unconditionally written-down by the relevant Write-down Amount (as defined in the Conditions) and, in the case of the Write-down Amount corresponding to the full Prevailing Principal Amount of the Capital Securities, the Capital Securities shall be cancelled (see "Risk Factors – Factors which are material for the purpose of assessing the risks associated with the Capital Securities - The right to receive repayment of the principal amount of the Capital Securities and the right for any further interest will be permanently written-down upon the occurrence of a Non-Viability Event"). The Issuer may elect, in its sole discretion, and in certain circumstances shall be required, not to pay interest falling due on the Capital Securities. Any Interest Payment Amounts not paid as aforesaid will not accumulate and the holder of a Capital Security shall not have any claim in respect thereof. The Capital Securities are undated and have no final maturity. Unless the Capital Securities have previously been redeemed or purchased and cancelled as provided in the Conditions, the Capital Securities may, at the option of the Issuer, subject to the prior approval of the Regulator (as defined in the Conditions), be redeemed (in whole but not in part) at the Early Redemption Amount (as defined in the Conditions) on the First Call Date or any Interest Payment Date thereafter. In addition, the Capital Securities may, upon the occurrence of a Tax Event or Capital Event (each as defined in the Conditions), be redeemed (in whole but not in part) at the Tax Redemption Amount or the Capital Event Redemption Amount (each as defined in the Conditions), respectively, subject to the prior approval of the Regulator and subject to the Conditions. The payment obligations of the Issuer under the Capital Securities (i) constitute direct, unsecured, conditional (as described in Conditions 4.2(b) (Subordination of the Capital Securities) and 4.3 (Solvency Conditions)) and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (ii) rank subordinate and junior to all Senior Obligations (as defined in the Conditions) (but not further or otherwise); (iii) rank pari passu with all Pari Passu Obligations (as defined in the Conditions); and (iv) rank in priority only to all Junior Obligations (as defined in the Conditions). Notwithstanding any other provisions in the Conditions, to the extent that any of the Solvency Conditions are not satisfied at the relevant time or if a bankruptcy order in respect of the Issuer has been issued by a court in the United Arab Emirates, all claims of the holders of the Capital Securities under the Capital Securities will be extinguished and the Capital Securities will be cancelled without any further payment to be made by the Issuer under the Capital Securities. Upon the occurrence of an Enforcement Event (as defined in the Conditions), any holder of the Capital Securities may give written notice to the Issuer at the specified office of the Fiscal Agent (as defined in the Conditions), effective upon the date of receipt thereof by the Fiscal Agent, that such Capital Security is due and payable, whereupon the same shall, subject to Condition 10 (Write down at the point of Non-Viability) and Condition 11.4 (Enforcement Events – Restrictions) become forthwith due and payable at its Early Redemption Amount (as defined in the Conditions), without presentation, demand, protest or other notice of any kind. An investment in the Capital Securities involves certain risks. For a discussion of these risks, see "Risk Factors". The Capital Securities may only be offered, sold or transferred in registered form in minimum principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Delivery of the Capital Securities in book-entry form will be made on the Issue Date. The Capital Securities will be represented by interests in a global certificate in registered form (the "Global Certificate") deposited on or about the Issue Date with, and registered in the name of a nominee for, a common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Individual Certificates (as defined in the Conditions) evidencing holdings of interests in the Capital Securities will be issued in exchange for interests in the Global Certificate only in certain limited circumstances described herein. This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the "Luxembourg Law") and Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"), as a prospectus. By approving this Prospectus, the CSSF assumes no responsibility as to the economic and financial soundness of the Capital Securities or in respect of the quality or solvency of the Issuer pursuant to Article 7(7) of the Luxembourg Law. Application has also been made to the Luxembourg Stock Exchange for the Capital Securities to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Luxembourg Regulated Market") and to be listed on the official list (the "Luxembourg Official List"). This Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under Rule 2.6 of the DFSA's Markets Rules (the "Markets Rules") and is therefore an approved prospectus for the purposes of Article 14 of the DIFC Law No. 1 of 2012 (the "Markets Law"). Application has also been made to the DFSA for the Capital Securities to be admitted to the official list of securities maintained by the DFSA (the "DFSA Official List") and to Nasdaq Dubai for such Capital Securities to be admitted to trading on Nasdaq Dubai. References in this Prospectus to Capital Securities being "listed" (and all related references) shall mean that such Capital Securities have been (a) admitted to listing on the Luxembourg Official List and the DFSA Official List and (b) admitted to trading on the Luxembourg Regulated Market (which is a regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID II")) and on Nasdaq Dubai. This Prospectus relates to an Exempt Offer in accordance with the Markets Rules of the DFSA. This Prospectus is intended for distribution only to persons of a type specified in the Markets Rules. It must not be delivered to, or relied on by, any other person. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or completeness of such information. The liability for the content of this Prospectus lies with the Issuer.
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