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U.S.$9,000,000,000 Global Medium Term Note Programme

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U.S.$9,000,000,000 Global Medium Term Note Programme PROSPECTUS Abu Dhabi National Energy Company PJSC (incorporated with limited liability in the United Arab Emirates) U.S.$9,000,000,000 Global Medium Term Note Programme Under the Global Medium Term Note Programme described in this Prospectus (the “Programme”), Abu Dhabi National Energy Company PJSC (“TAQA” or the “Issuer”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium term notes (the “Notes”). The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$9,000,000,000 (or its equivalent in other currencies). Application has been made to the UK Financial Conduct Authority (the “FCA”) in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for Notes issued under the Programme, other than Exempt Notes (as defined below), during the period of 12 months from the date of this Prospectus 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 Notes being “listed” (and all related references) shall mean that such 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 the Markets in Financial Instruments Directive (Directive 2014/65/EU). References in this Prospectus to “Exempt Notes” are to Notes for which no prospectus is required to be published under Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU and any relevant implementing measure in a relevant Member State of the European Economic Area (“EEA”)) (the “Prospectus Directive”). The UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. In addition, application may be made to admit the Notes to trading on the Abu Dhabi Securities Exchange. However, unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange). 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 in “Overview — The Programme — Method of Issue”) of Notes will (other than in the case of Exempt Notes) be set out in a final terms document (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange and will also be published on the website of the London Stock Exchange through a regulatory information service. In the case of Exempt Notes, notice of the aggregate nominal amount of such Exempt Notes, interest (if any) payable in respect of such Exempt Notes, the issue price of such Exempt Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the “Pricing Supplement”). Each Series (as defined in “Overview — The Programme — Method of Issue”) of Notes will be evidenced by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Notes of one Series. Certificates may be evidenced by (i) interests in a global unrestricted note certificate in registered form (each a “Regulation S Global Note Certificate”) in the case of Notes offered to non-U.S. persons outside the United States in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and/or (ii) interests in a global restricted note certificate in registered form (each a “Rule 144A Global Note Certificate” and together with the Regulation S Global Note Certificate, the “Global Note Certificates”) in the case of Notes offered within the United States only to qualified institutional buyers (“QIBs”) in reliance on Rule 144A (“Rule 144A”) under the Securities Act. Each Regulation S Global Note Certificate will be deposited on the relevant issue date with, and registered in the name of a nominee of, a common depositary (the “Common Depositary”) on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). Each Rule 144A Global Note Certificate will be deposited on the relevant issue date with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”). Beneficial interests in a Rule 144A Global Note Certificate will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “Clearing and Settlement”. The Issuer has been rated A3 by Moody’s Investors Service Ltd. (“Moody’s”) and A by Fitch Ratings Limited (“Fitch”). The Programme has been rated A3 by Moody’s and A by Fitch. 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”). As such, each of Moody’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Tranches of Notes to be issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, the applicable rating(s) will be disclosed in the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same rating assigned to the Issuer by the relevant rating agency. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes). 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 (as defined in “Terms and Conditions of the Notes”) may, if so specified in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes), be calculated by reference to one of the London Interbank Offered Rate (“LIBOR”), the Euro Interbank Offered Rate (“EURIBOR”), the Hong Kong Interbank Offered Rate (“HIBOR”) or the CNH (offshore Renminbi) Hong Kong Interbank Offered Rate (“CNH HIBOR”). As at the date of this Prospectus, the administrator of each such rate is not included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that each such administrator is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence). Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. The Notes have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. Subject to certain exceptions, the 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). The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and within the United States only to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of notes and distribution of this Prospectus see “Subscription and Sale” and “Transfer Restrictions”. Arrangers and Dealers Citigroup First Abu HSBC ING Mizuho Scotiabank SMBC Nikko Dhabi Bank Securities PJSC 11 April 2018 IMPORTANT INFORMATION This Prospectus comprises a base prospectus in respect of all Notes (other than Exempt Notes) issued under the Programme for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and its subsidiaries (the “Group”) and the Notes which, according to the particular nature of the Issuer and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. 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. Where information has been sourced from a third party, the Issuer confirms that such information has been accurately reproduced and so far as the Issuer 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.
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