Commentary & Deal Flow

Re-Launched: PerpNC6: US$550m @ 6.625% - Orderbook > US$700mm (excl. JLM interest). Previously launched US$500m @ 6.625%
IPTs: PerpNC6: Low 7%a

• Issuer: Commercial Bank of Dubai P.S.C.
• Issuer Ratings: Baa1 by Moody's / A- by Fitch (both with a stable outlook)
• Expected Issue Rating: Unrated
• Format: Regulation S, Registered, Category 2
• 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: U.S.$550m
• Launch: 6.625%
• Pricing Date: 08-Jul-26
• Books Subject: Global book subject at 12:15 UKT / 15:15 UAE / 19:15 HKT
• Issue Date / Settlement Date: 15-Jul-26 (T+5)
• First Call Date: 15-Jan-32 (six months prior to the First Reset Date)
• First Reset Date: 15-Jul-32
• Tenor: Perpetual Non-Call 6
• 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 Date: The First Reset Date and every six years thereafter
• Interest Payment Dates: 15-Jan and 15-Jul in every year, commencing on 15-Jan-27
• Interest Payment Amount: Subject to interest cancellation, [ - ]% fixed p.a. payable semi-annually in arrear on each Interest Payment Date from and including the Issue Date to but excluding the First Reset Date. Thereafter, reset on the First Reset Date and every sixth anniversary thereafter on the basis of the aggregate of the Margin and the Relevant Six-Year Reset Rate on the relevant U.S. Securities Determination Date
• Benchmark: Interpolated 6-year US Treasury
• Dividend Stopper: Restriction of distributions on, redemption, acquisition or repurchase of share capital, equity securities and pari passu/junior securities, until one following Interest Payment Amount has been paid in full (or an amount equal to the same has been set aside or provided for in full for the benefit of the holders of the Capital Securities)
• Interest Payment Cancellation: Non-cumulative optional and mandatory cancellation (subject to a dividend stopper) upon (i) insufficient Distributable Items; (ii) breach of Applicable Regulatory Capital Requirements; (iii) Regulator’s requirement; (iv) breach of Solvency Conditions; or (v) at the Issuer’s election, including if the Issuer incurs a net loss during the relevant Interest Period
• Early Redemption: At the option of the Issuer (at par) on the Call Dates; following a Tax Event (at par) (at any time); and following a Capital Event (at 101% prior to the First Call Date, or par on or after the First Call Date) (at any time), each as detailed in the Preliminary Prospectus (as defined below)
• Variation: Upon a Capital Event or a Tax Event, so 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
• Waiver of Set-Off: Subject to applicable law, each holder of the Capital Securities unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in respect of the Obligations
• Solvency Conditions: The Issuer’s payment obligations are conditional upon the following: (i) the Issuer being Solvent at all times during the relevant period; (ii) the Issuer being capable of making payment of the relevant Obligations and any other payment that is due to be made on the relevant date in respect of all Senior Obligations and all Pari Passu Obligations and still be Solvent immediately thereafter; and (iii) total share capital of the Issuer being greater than zero at all times during the relevant period
• Day Count Fraction: 30/360
• Denominations: U.S.$200,000 with increments of U.S.$1,000 thereafter
• Governing Law: English Law
• Listing: Euronext Dublin (regulated market) and Nasdaq Dubai
• Clearing Systems: Euroclear and Clearstream (Luxembourg)
• Stabilisation: FCA/ICMA
• Issuer LEI: 2138002DQL2YD4S8HE87
• Joint Lead Managers and Joint Bookrunners: Abu Dhabi Commercial Bank, Barclays, Citi, Commercial Bank of Dubai, Emirates NBD Capital, First Abu Dhabi Bank and Standard Chartered Bank
• Billing and Delivery: Standard Chartered Bank