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Base Prospectus Dated 11 October 2018 Commercial Bank of Dubai

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Base Prospectus Dated 11 October 2018 Commercial Bank of Dubai Base Prospectus dated 11 October 2018 Commercial Bank of Dubai P.S.C. (incorporated with limited liability in the Emirate of Dubai, United Arab Emirates) and CBD (Cayman) Limited (an exempted company incorporated with limited liability in the Cayman Islands) and in the case of Notes issued by CBD (Cayman) Limited unconditionally and irrevocably guaranteed by Commercial Bank of Dubai P.S.C. (incorporated with limited liability in the Emirate of Dubai, United Arab Emirates) U.S.$3,000,000,000 Euro Medium Term Note Programme Under this U.S.$3,000,000,000 Euro Medium Term Note Programme (the “Programme”), CBD (Cayman) Limited (the “Cayman Issuer”) and Commercial Bank of Dubai P.S.C. (“CBD” or the “Bank”, and together with the Cayman Issuer, each an “Issuer” and together the “Issuers”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer. The obligations of the Cayman Issuer in respect of Notes issued by it are unconditionally and irrevocably guaranteed by CBD (in such capacity, the “Guarantor”). References in this Base Prospectus to the “Obligors” are to the Cayman Issuer and CBD, and references to the “relevant Obligors” shall be a reference to, in the case of an issue of Notes by CBD, CBD, and in the case of an issue of Notes by the Cayman Issuer, to each of the Cayman Issuer and the Guarantor and “relevant Obligor” shall be a reference to either of them, as the context may require. Notes may be issued in bearer or registered form (respectively, “Bearer Notes and Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Obligors (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this base prospectus (the “Base Prospectus”) to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus has been approved by the Central Bank of Ireland (the “Central Bank of Ireland”) as competent authority under the Prospectus Directive (as defined below). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (the “EU”) law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for Notes 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 trading on its regulated market (the “Main Securities Market”). Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”) (each such regulated market being a “MiFID Regulated Market”) and/or which are to be offered to the public in any member state of the European Economic Area (each a “Member State”). References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Main Securities Market and have been admitted to the Official List or, as the case may be, another MiFID Regulated Market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which will be delivered to the Central Bank of Ireland and, with respect to Notes to be listed on Euronext Dublin, Euronext Dublin. The Programme provides that Notes 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 relevant Obligors and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Obligors may agree with any Dealer that Notes may be issued in a form or with terms and conditions not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. CBD has been assigned long-term issuer ratings of A3 and A- by Moody’s Investors Service Cyprus Ltd. (“Moody’s”) and Fitch Ratings Ltd (“Fitch”), respectively. The Programme has been assigned senior unsecured ratings of P(Baa1) by Moody’s in connection with Notes issued by CBD and P(Baa1) by Moody’s in connection with Notes issued by the Cayman Issuer and A- long-term and F2 short-term by Fitch in connection with Notes issued by CBD and A- long-term and F2 short-term by Fitch in connection with Notes issued by the Cayman Issuer. Each of Moody’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). Notes issued under the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. 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. Amounts payable on Floating Rate Notes will be calculated by reference to one of EURIBOR, LIBID, LIBOR, LIMEAN, SHIBOR, HIBOR, SIBOR, KLIBOR, EIBOR, SAIBOR, BBSW, JPY LIBOR, PRIBOR, CNH HIBOR, TRLIBOR or TRYLIBOR or TIBOR as specified in the relevant Final Terms. As at the date of this Base Prospectus, the administrators of LIBOR, JPY LIBOR and SAIBOR are included in the register of administrators of the European Securities and Markets Authority (“ESMA”) under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). As at the date of this Base Prospectus, the administrators of EURIBOR, LIBID, LIMEAN, SHIBOR, HIBOR, SIBOR, EIBOR, BBSW, PRIBOR, CNH HIBOR, TRLIBOR or TRYLIBOR and TIBOR are not included in ESMA's register of administrators under the Benchmarks Regulation. As far as CBD is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the European Money Markets Institute, the Treasury Markets Association of Banks, the Association of Banks in Singapore, the UAE Central Bank, ASX Limited, the Czech Financial Benchmark Facility s.r.o., the Banks Association of Turkey, the JBA TIBOR Administration, the New Zealand Financial Markets Association and the Financial Benchmarks India Private Ltd, are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). Arrangers HSBC STANDARD CHARTERED BANK Dealers BANK ABC BANCA IMI CITIGROUP COMMERZBANK FIRST ABU DHABI BANK P.J.S.C. HSBC J.P. MORGAN STANDARD CHARTERED BANK This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”). The Obligors accept responsibility for the information contained in this Base Prospectus and the relevant Obligors accept responsibility for the Final Terms in respect of each Tranche of Notes issued under the Base Prospectus. To the best of the knowledge of each of the Obligors (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information under the headings “Risk Factors”, “Description of CBD”, “Financial Review”, “Overview of the United Arab Emirates” and “The United Arab Emirates Banking Sector and Regulations” has been extracted from information provided by: • the Central Bank of the UAE (the “UAE Central Bank”), in the case of the “Risk Factors”, the “Financial Review” and the “Description of CBD”; • the UAE Central Bank, the UAE National Bureau of Statistics, the UAE and Abu Dhabi and Dubai Governments, in the case of “Overview of the United Arab Emirates”; and • the UAE Central Bank and the International Monetary Fund, in the case of “The United Arab Emirates Banking Sector and Regulations”. The Obligors confirm that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the relevant sources referred to, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Base Prospectus should be read and construed together with any amendments or supplements hereto and, in relation to any Series of Notes, should be read and construed together with the applicable Final Terms. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be.
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