Emirates NBD Bank PJSC - Consent (Notice of Meetings) - LIBOR - Launch

NOTICE OF MEETINGS of the holders of the Issuer's outstanding:

(i) USD 18,000,000 Floating Rate Notes due 26 February 2024 (XS1956108358) (the "Series 521 Notes");

(ii) USD 10,000,000 Floating Rate Notes due 18 March 2024 (XS1963784647) (the "Series 534 Notes"); and

(iii) USD 60,000,000 Floating Rate Notes due 8 April 2024 (XS1978328356) (the "Series 543 Notes" and together with the Series 521 Notes and the Series 534 Notes, the "Notes")

20 APRIL 2023

Full announcement including disclaimers and offer restrictions available via Luxse

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"Background to the LIBOR Proposal

The Issuer is convening separate Meetings in respect of the Series 521 Notes, the Series 534 Notes and the Series 543 Notes, to approve, by separate Extraordinary Resolutions, amendments to the final terms of each series of Notes, as further described herein (the "LIBOR Proposal" and ''relevant LIBOR Proposal'' shall be construed accordingly).

On 5 March 2021 the Financial Conduct Authority (the "FCA") formally announced the future cessation or loss of representativeness of all settings of euro, Swiss franc, Japanese yen, and sterling LIBOR and 1 week and 2 month USD-LIBOR settings after 31 December 2021, and of overnight 1 month, 3 month, 6 month and 12 month USDLIBOR settings after 30 June 2023 (the "FCA LIBOR Announcement"). Accordingly, the most commonly used settings of USD-LIBOR (namely, 1-, 3-, 6- and 12-month USD-LIBOR) will cease to be published after 30 June 2023 and are already restricted from use in new transactions under United States bank supervisory guidance and United Kingdom regulation (with certain limited exceptions). On 23 November 2022, the FCA launched a consultation (the "Consultation") seeking views on (amongst other things): (i) a proposal to require publication of some of the USD LIBOR settings (including for the three-month tenor) on a synthetic basis until the end of September 2024, and (ii) the appropriate methodology for constructing such synthetic USD LIBOR settings. On 3 April 2023, the FCA announced its decision that, in line with the Consultation, it has decided to require the publication of the 1-, 3- and 6- month US dollar LIBOR settings for a short period after 30 June 2023, using an unrepresentative 'synthetic' methodology. In light of the imminent end of the availability of USD-LIBOR, regulators have been urging market participants to take active steps to implement the transition to the Secured Overnight Financing Rate ("SOFR") published by the Federal Reserve Bank of New York "Federal Reserve") and other risk-free rates without undue delay.

The Conditions, as amended, supplemented and/or completed by the relevant final terms, currently provide that the rate of interest shall be determined by reference to the 3-month USD LIBOR setting which, as mentioned above, will cease to be published (in its representative form) by the administrator after 30 June 2023. As the maturity date of each of the Notes is after the end of June 2023, the Issuer is proposing to replace USD LIBOR as the interest rate benchmark with compounded daily SOFR, together with the ISDA determined credit adjustment spread, and to include new fallback provisions in the Conditions which are based substantially on the language recommended by the Alternative Reference Rates Committee."