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PD SUKUK LIMITED U.S.$1,000,000,000 Trust

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PD SUKUK LIMITED U.S.$1,000,000,000 Trust OFFERING CIRCULAR PD SUKUK LIMITED (incorporated in the Cayman Islands as an exempted company with limited liability) U.S.$1,000,000,000 Trust Certificate Issuance Programme Under this U.S.$1,000,000,000 trust certificate issuance programme (the "Programme"), PD Sukuk Limited (in its capacities as issuer and as trustee, the "Trustee") may, subject to compliance with all relevant laws, regulations and directives, from time to time issue trust certificates (the "Certificates") 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 in the Programme Agreement described herein), subject to increase as described herein. 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 (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" 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. The Certificates will be limited recourse obligations of the Trustee. An investment in Certificates issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors". Each Series (as defined herein) of Certificates issued under the Programme will be constituted by: (a) a master declaration of trust dated 5 July 2021 (the "Master Declaration of Trust") entered into between the Trustee, Private Department of Skh Mohamed Bin Khalid Al Nahyan – LLC (the "Obligor" or the "Company") and The Law Debenture Trust Corporation p.l.c. as donee of certain powers and as delegate of the Trustee (in such capacity, the "Delegate"); and (b) a supplemental declaration of trust (the "Supplemental Declaration of Trust") in relation to the relevant Tranche (as defined herein). Certificates of each Series confer on the holders of the Certificates from time to time (the "Certificateholders") the right to receive certain 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") over the relevant Trust Assets (as defined herein). Application has been made to the London Stock Exchange plc (the "London Stock Exchange") for the Certificates issued under the Programme during the period of 12 months from the date of this Offering Circular to be admitted to the London Stock Exchange's International Securities Market ("ISM"). The ISM is not a United Kingdom ("UK") regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"). The ISM is a market designated for professional investors. Certificates admitted to trading on the ISM are not admitted to the Official List of the UK Listing Authority. The London Stock Exchange has not approved or verified the contents of this Offering Circular. References in this Offering Circular to Certificates being "admitted to trading" (and all related references) shall mean that such Certificates have been admitted to trading on the ISM so far as the context permits. 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 Obligor and the relevant Dealer(s) (which, for the avoidance of doubt, shall exclude a regulated market for the purposes of Directive 2014/65/EU (as amended) ("MiFID II") and a UK regulated market for the purposes of UK MiFIR). The Trustee may also issue unlisted Certificates and/or Certificates not admitted to trading on any market. The applicable pricing supplement (the "Pricing Supplement") relating to the relevant Tranche (as defined herein) will state whether the relevant Certificates will be listed and/or admitted to trading on any market. The Obligor has been assigned a corporate family rating of Ba1 with a stable outlook by Moody's Investors Service Ltd. ("Moody's") and a long-term issuer credit rating of BB with a stable outlook by S&P Global Ratings Europe Limited ("S&P"). The Programme is expected to be rated Ba1 by Moody's and BB by S&P. S&P is established in the European Union ("EU") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "EU CRA Regulation"). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the EU CRA Regulation. The ratings issued by S&P have been endorsed by S&P Global Ratings UK Limited in accordance with the EU CRA Regulation. S&P Global Ratings UK Limited is established in the UK and is registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation"). Moody's is established in the UK and is registered under the UK CRA Regulation. The ratings issued by Moody's have been endorsed by Moody's Deutschland GmbH in accordance with the EU CRA Regulation. Moody's Deutschland GmbH is established in the EU and is registered under the EU CRA Regulation. As such, Moody's Deutschland GmbH is included in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the EU CRA Regulation. Where a Series of Certificates is rated, such rating will be specified in the applicable Pricing Supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The transaction structure relating to the Certificates (as described in this Offering Circular) has been approved by the Internal Sharia Supervisory Committee of Dubai Islamic Bank PJSC, the Internal Sharia Supervisory Committee of Emirates NBD – Al Watani Al Islami and the First Abu Dhabi Bank Internal Shariah Supervision Committee. Prospective Certificateholders should not rely on the approvals referred to above 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 the approvals referred to above is in compliance with Shari'a principles (see "Risk Factors – Additional risks – Investors must make their own determination as to Shari'a compliance"). Arranger Emirates NBD Capital Dealers Abu Dhabi Commercial Bank Dubai Islamic Bank Emirates NBD Capital First Abu Dhabi Bank Mashreqbank psc (acting through its Islamic Banking Division) The date of this Offering Circular is 5 July 2021 IMPORTANT NOTICES The Trustee and the Obligor accept responsibility for the information contained in this Offering Circular and the applicable Pricing Supplement (as defined below) for each Tranche of Certificates issued under the Programme. Having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best of the knowledge of each of the Trustee and the Obligor, in accordance with the facts and contains no omission likely to affect its import. Where information has been sourced from a third party, each of the Trustee and the Obligor 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 Offering Circular is stated where such information appears in this Offering Circular. Each Tranche of Certificates will be issued on the terms set out herein under "Terms and Conditions of the Certificates" (the "Conditions") as supplemented by a document specific to such Tranche called the applicable pricing supplement (the "Pricing Supplement"). This Offering Circular must be read and construed together with any amendments or supplements hereto and, in relation to any Tranche of Certificates, must be read and construed together with the applicable Pricing Supplement. No person has been authorised by the Trustee or the Obligor to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme any information supplied by the Trustee or the Obligor or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Trustee, the Obligor, the Arranger, the Dealers, the Delegate or any of the Agents. The Arranger, the Dealers, the Delegate and the Agents (each as defined herein) have not independently verified the information contained herein. Accordingly, none of the Arranger, the Dealers, the Delegate, the Agents or any of their respective directors, affiliates, advisers or agents make any representation or warranty or accept any liability in relation to the information contained in this Offering Circular or any other information provided by the Trustee or the Obligor in connection with the Programme, nor is any responsibility or liability accepted by them as to the accuracy or completeness of the information contained in this Offering Circular or any responsibility for any acts or omissions of the Trustee, the Obligor or any other person (other than the relevant Dealer) in connection with this Offering Circular or the issue and offering of Certificates under the Programme.
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