BASE PROSPECTUS SABB Sukuk Limited (an exempted company incorporated with limited liability in the Cayman Islands) U.S.$2,000,000,000 Trust Certificate Issuance Programme Under the U.S.$2,000,000,000 trust certificate issuance programme (the “Programme”) described in this base prospectus (this “Base Prospectus”), SABB Sukuk Limited (in its capacities as issuer and trustee, the “Trustee”), subject to compliance with all applicable laws, regulations and directives, may from time to time issue trust certificates (the “Certificates”) denominated in any currency agreed between the Trustee and the relevant Dealer (as defined below). Certificates may be senior and unsubordinated (the “Senior Certificates”) or subordinated, and, on issue, constitute Tier 2 Capital (as defined in the terms and conditions of the Certificates (the “Conditions”)) (“Subordinated Certificates”) as specified in the applicable Final Terms (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.$2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. Each Series (as defined herein) of Certificates issued under the Programme will be constituted by: (i) a master trust deed (the “Master Trust Deed”) dated 8 August 2017 entered into between the Trustee, The Saudi British Bank (“SABB” or the “Bank”) and HSBC Corporate Trustee Company (UK) Limited as delegate of the Trustee (the “Delegate”, which expression shall include any co-Delegate or any successor); and (ii) a supplemental trust deed (the “Supplemental Trust Deed” and, together with the Master Trust Deed, each a “Trust Deed”) in relation to the relevant Series. 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), which in the case of the Subordinated Certificates, will be subject to the provisions of Condition 4.2 (Status of Subordinated Certificates) and Condition 11 (Write-Down at the Point of Non-Viability for Subordinated Certificates), arising from a pro rata interest in the assets of a trust declared by the Trustee in relation to the relevant Series (the “Trust”) over the Trust Assets (as defined below) which will include, inter alia, (i) the relevant Mudaraba Assets and Murabaha Assets (each as defined herein); and (ii) the Transaction Documents (as defined herein). The Certificates may be issued on a continuing basis to the Dealer specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Trustee and SABB (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue of Certificates or on an ongoing basis. References in this Base Prospectus 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 for 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 the principal risk factors that may affect the ability of the Trustee to fulfil its obligations under the Certificates and the ability of the Bank to fulfil its obligations under the Transaction Documents, see “Risk Factors”. This Base Prospectus has been approved by the United Kingdom Financial Conduct Authority (the “FCA”) under Part VI of the Financial Services and Markets Act 2000 (“FSMA”) as a base prospectus issued in compliance with Directive 2003/71/EC, as amended (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Certificates issued under the Programme described in this Base Prospectus during the period of 12 months from the date of approval of this Base Prospectus. This Base Prospectus comprises a base prospectus for the purpose of Article 5.4 of the Prospectus Directive. Applications have been made for such Certificates to be admitted during the period of 12 months from the date of approval of this Base Prospectus to listing on the Official List of the FCA (the “Official List”) and to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”). The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments (the “Market”). References in this Base Prospectus to Certificates being “listed” (and all related references) shall, unless the context otherwise requires, mean that such Certificates have been admitted to the Official List and admitted to trading on the Market. Notice of the aggregate face amount of the Certificates, periodic distribution amounts (if any) payable in respect of the Certificates and the issue price of the Certificates which are applicable to each Series will be set out in a final terms document (the “applicable Final Terms”) which, with respect to Certificates to be listed on the London Stock Exchange, will be delivered to the London Stock Exchange. The Programme also permits Certificates to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Trustee and the relevant Dealer(s). References in this Base Prospectus to “PD Exempt Instruments” are to instruments for which no prospectus is required to be published under the Prospectus Directive. For the purposes of any PD Exempt Instruments issued pursuant to the Programme, this document does not constitute a base prospectus within the meaning of Article 2.1 of the Prospectus Directive and will constitute listing particulars. Information contained in this Prospectus regarding PD Exempt Instruments and any applicable Final Terms relating thereto shall not be deemed to form part of this Base Prospectus, and the UK Listing Authority has neither approved nor reviewed information contained in this Base Prospectus in connection with the offering and sale of PD Exempt Instruments or in any applicable Final Terms to which the PD Exempt Instruments are subject. This Base Prospectus may not be distributed in the Kingdom of Saudi Arabia (“Saudi Arabia” or the “Kingdom”) except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority of the Kingdom of Saudi Arabia (the “Capital Market Authority”). The Capital Market Authority does not make any representations as to the accuracy or completeness of this Base Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Base Prospectus. Prospective purchasers of Certificates should conduct their own due diligence on the accuracy of the information relating to the Certificates. If a prospective purchaser does not understand the contents of this Base Prospectus he or she should consult an authorised financial adviser. The Saudi Arabian Monetary Authority (“SAMA”) does not make any representation as to the accuracy or completeness of this Base Prospectus, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Base Prospectus. In particular, prospective purchasers of Subordinated Certificates agree and acknowledge that SAMA assumes no liability whatsoever to any purchaser of the Subordinated Certificates for any loss arising from, or incurred, as a result of, the occurrence of a Non-Viability Event. If you do not understand the contents of this Base Prospectus you should consult an authorised financial adviser. Please see “Risk Factors - The circumstances triggering a Write-down are unpredictable” and “Risk Factors - A Certificateholders’ right to receive payment of the face amount of the Subordinated Certificates and the Certificateholders’ right for any further profit may be written-down upon the occurrence of a Non-Viability Event” of this Base Prospectus. The Trustee and SABB may agree with the Dealers that Certificates may be issued with terms and conditions not contemplated by the Conditions, 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 Certificates. The Certificates have not been nor will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) nor with any securities regulatory authority of any state or other jurisdiction of the United States and the Certificates 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”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, Certificates may be offered or sold solely to persons who are not U.S. persons (as defined in Regulation S) outside the United States in reliance on Regulation S. Each purchaser of the Certificates is hereby notified that the offer and sale of Certificates to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S. SABB has been assigned long-term ratings of “BBB+” with a stable outlook by Standard & Poor’s Credit Market Services Europe Limited (“S&P”), “A-” with a negative outlook by Fitch Ratings Limited (“Fitch”) and “A1” with a stable outlook by Moody’s Investors Service Limited (“Moody’s”). The Programme has been assigned an expected rating of “A-(Exp)” by Fitch and a preliminary rating of “BBB+” by S&P.