Commentary & Deal Flow

Launched: PerpNC6: US$750m @ 6.250% - Books >US$ 2.5bn (excl. JLM interest)
Book Update: Books above US$1.5bn (ex JLM)
IPTs: PerpNC6: 6.750% area

• Issuer: Emirates NBD Bank PJSC
• Securities: Perpetual Additional Tier 1 Capital Securities (the "Capital Securities")
• Issuer Rating: A1 (stable) by Moody’s / A+ (stable) by Fitch
• Issue Rating: Unrated
• Ranking: The payment obligations of the Issuer under the Capital Securities will: (a) constitute Additional Tier 1 Capital of the Issuer; (b) constitute direct, unsecured, conditional and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (c) rank subordinate and junior to all Senior Obligations; (d) rank pari passu with all Pari Passu Obligations; and (e) rank in priority only to all Junior Obligations. To the extent the Solvency Conditions are not satisfied or if a bankruptcy order in respect of the Issuer has been issued by a court in the UAE, claims shall be extinguished
• Size: US$750m
• Maturity: Perpetual Non-Call 6 years
• Pricing Date: 28-Apr-26
• Settlement Date: 05-May-26
• First Call Date: 05-Nov-31
• First Reset Date: 05-May-32
• Call Dates: The First Call Date and any date thereafter up to and including the First Reset Date and any Interest Payment Date thereafter
• Reset Dates: The First Reset Date and every sixth anniversary thereafter
• Interest Payment Dates: 05-May and 05-Nov in every year, commencing on 05-Nov-26
• Interest Payment Amount: Subject to interest cancellation, 6.250% p.a., payable semi-annually in arrear on each Interest Payment Date for the period from and including the Issue Date until but excluding the First Reset Date, thereafter reset on the First Reset Date and every sixth anniversary thereafter to a new fixed rate based on the 6-year US Treasury Rate on the relevant U.S. Securities Determination Date plus the Margin
• Reset Margin: [ - ] bps
• Dividend Stopper: Restriction of distributions on, redemption, acquisition or repurchase of share capital, Other Common Equity Tier 1 Instruments and pari passu/junior ranking securities, until the following Interest Payment Amount has been paid in full (or set aside)
• Interest Payment Cancellation: Non-cumulative mandatory cancellation upon (i) there being insufficient Distributable Items to pay the interest amount and other distributions payable on the same date; (ii) breach of Applicable Regulatory Capital Requirements; (iii) Regulator’s requirement; or (iv) breach of Solvency Conditions; and optional cancellation at the Issuer’s election, including if the Issuer incurs a net loss during the relevant Interest Period (in each case subject to a dividend stopper)
• Early Redemption: At the option of the Issuer on any Call Date (at par); following a Tax Event (may occur at any time) (at par); and following a Capital Event (may occur at any time) (at 101% if redeemed prior to the First Call Date and at 100% if redeemed on or after the First Call Date), subject to conditions to redemption
• Variation: Upon a Capital Event or a Tax Event, provided that the Capital Securities become or remain, as the case may be, Qualifying Tier 1 Instruments and subject to certain conditions including the variation not being materially less favourable to investors.
• Non-Viability Loss Absorption (NVLA): Full or, at the regulator’s sole discretion, partial write-down upon a Non-Viability Event
• Solvency Conditions: The Issuer’s payment obligations are conditional upon the following: (i) the Issuer being Solvent at all times during the relevant period; and (ii) the Issuer being able to make all payments in respect of the relevant Obligations, Senior Obligations and any outstanding Pari Passu Obligations and still be Solvent and (iii) the total share capital of the Issuer being greater than zero at all times during the relevant period
• Day Count Fraction: 30/360
• Denominations: US$200,000 with increments of US$1,000 in excess thereafter
• Issuer LEI: 54930029BCN8HF3B1286
• Governing Law: English Law
• Listing: Euronext Dublin and Nasdaq Dubai
• Joint Lead Managers and Joint Bookrunners: Abu Dhabi Commercial Bank, Barclays, Citi, Emirates NBD Capital, First Abu Dhabi Bank, HSBC (B&D), J.P. Morgan
• Billing and Delivery: HSBC
• ISIN / Common Code: XS3357228504 / 335722850
• Books Subject: 12:00 UKT
• Stabilisation: FCA/ICMA
• Format: Regulation S, Registered, Category 2