Emirates NBD Bank : Amendment to the terms and conditions

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS IMMEDIATELY.

10 May 2023

EMIRATES NBD BANK PJSC

(incorporated with limited liability in the United Arab Emirates)

(LEI Code: 54930029BCN8HF3B1286)

(the "Issuer")

Notice of Amended Final Terms

in respect of the

USD 50,000,000 Floating Rate Notes due 20 February 2026 (ISIN: XS1953246896) (the "Series 518

Notes"); and

USD 65,000,000 Floating Rate Notes due 28 February 2024 (ISIN: XS1957444596) (the "Series 524

Notes")

(together, the "Notes" and each a "Series")

In accordance with Condition 13 (Notices) of each Series, the Issuer gives notice to the holders of the Notes that, following the consent of the Noteholders, the Issuer has amended and restated the Final Terms in respect of each Series in the form annexed hereto (each the "Amended Final Terms" in respect of the relevant Series). Amongst other amendments, the Reference Rate in respect of the Notes, with effect from the Interest Period commencing in August 2023, shall be the compounded daily Secured Overnight Financing Rate calculated using the five U.S. Government Securities Business Day backward observation shift.

This notice is only intended to provide a summary of the primary amendment made in respect of the Notes. Holders of Notes should refer to the relevant Amended Final Terms for the full amendments made to the terms and conditions of the relevant Series of Notes.

Terms used in this notice but not defined herein shall have the meaning given to them in the Conditions of the relevant Series of Notes and/or the relevant Amended Final Terms (as applicable).

This notice does not constitute an offering of securities and is not for distribution in the United States. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America, as such terms are defined in Regulation S under the Securities Act. Any forwarding, distribution or reproduction of this Notice in whole or in part is prohibited. Failure to comply with this notice may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Annex 1

Form of Amended Final Terms in respect of Series 518 Notes

MiFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. Notwithstanding the above, if the Issuer subsequently prepares and publishes a key information document under the PRIIPs Regulation in respect of the Notes and maintains compliance with PRIIPs Regulations and the Prospectus Directive, then the prohibition on the offering, sale or otherwise making available the Notes to an EEA retail investor as described above shall no longer apply.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Final Terms dated 18 February 2019, as amended and restated on 10 May 2023

EMIRATES NBD BANK PJSC

(LEI Code: 54930029BCN8HF3B1286)

(the "Issuer")

Issue of USD 50,000,000 Floating Rate Notes due 20 February 2026 (the "Notes")

under the U.S. $12,500,000,000

EURO MEDIUM TERM NOTE PROGRAMME

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the base prospectus dated 25 July 2018 and the supplement to the base prospectus dated 12 November 2018, which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as so supplemented. The Base Prospectus is available for viewing on the website of the Luxembourg Stock Exchange at http://www.bourse.lu, the website of Nasdaq Dubai at http://www.nasdaqdubai.com and during normal business hours from the registered office of the Issuer at Baniyas Road, Deira, P.O. Box 777, Dubai, UAE and the specified office of the Principal Paying Agent at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

The expression "Prospectus Directive" means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in a relevant Member State of the European Economic Area.

1. (a) Series Number:
2. 1. Tranche Number:
3. Specified Currency:
4. Aggregate Nominal Amount:
5. 1. Series:
   2. Tranche:
6. Issue Price:
7. (a) Specified Denominations:
8. 1. Calculation Amount:
9. (a) Issue Date:
10. 1. Interest Commencement Date:
11. Maturity Date:
12. Interest Basis:

1. Put/Call Options:
2. (a) Status of the Notes:
3. 1. Date Board approval for issuance of Notes obtained:

518

1

United States Dollar (USD)

USD 50,000,000

USD 50,000,000

100% per cent of the Aggregate Nominal Amount USD 200,000

USD 200,000

20 February 2019

20 February 2019

Interest Payment Date falling on or nearest to 20 February 2026

3-monthUSD-LIBOR + (plus) 1.75 per cent. Floating Rate (in respect of LIBOR Interest Periods (as defined below))

Compounded Daily SOFR (as defined below) + (plus)

1.75 per cent. + (plus) 0.26161 per cent. (in respect of the SOFR Interest Periods (as defined below))

(further particulars specified below) Not Applicable

Senior

15 January 2019

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions
2. Floating Rate Note Provisions

1. Specified Period(s)/Specified Interest Payment Dates:
2. First Interest Payment Date:
3. Business Day Convention:
4. Additional Business Centre(s):
5. Manner in which the Rate of Interest and Interest Amount is to be determined:

Not Applicable Applicable

Quarterly, on 20 February, 20 May and 20 August, 20 November, commencing on the 20 May 2019, up to, and including, the Maturity Date, Interest Payment Dates will be subject to adjustment in accordance with (c) below 20 May 2019

Modified Following Business Day Convention New York, London and Dubai

Screen Rate Determination

2

1. Party responsible for calculating the Rate of Interest and/or Interest Amount (if not the Principal Paying Agent):
2. Screen Rate Determination:
3. • Reference Rate:
   • Interest Determination Date(s):

1. • Relevant Screen Page:
   • Relevant Financial Centre:
   • Relevant Time:
2. ISDA Determination:
3. Linear Interpolation:
4. Margin(s):
5. Minimum Rate of Interest:
6. Maximum Rate of Interest:
7. Day Count Fraction:

1. Zero Coupon Note Provisions
2. Details relating to Partly Paid Notes:
3. Reset Note Provisions:

PROVISIONS RELATING TO REDEMPTION

19. Issuer Call:

1. Investor Put:
2. Regulatory Call:
3. Change of Control Put:
4. Final redemption Amount:

Not Applicable

3 months USD-LIBOR in respect of the Interest Periods up to (and including) the Interest Period commencing in May 2023 (each such Interest Period a "LIBOR Interest Period")

With effect from (and including) the Interest Period commencing in August 2023, SOFR (each such Interest Period a "SOFR Interest Period")

In respect of LIBOR Interest Periods: Two (2) London Business Days prior to the first day of each Interest Period

In respect of SOFR Interest Periods: The fifth Business Day immediately preceding the Interest Payment Date for each SOFR Interest Period (or immediately preceding such earlier date, if any, on which the Notes are due and payable)

In respect of LIBOR Interest Periods: Reuters Screen "LIBOR01" Page

In respect of SOFR Interest Periods: New York Federal Reserve's Website

In respect of LIBOR Interest Periods: London

In respect of SOFR Interest Periods: Not Applicable

In respect of LIBOR Interest Periods: 11.00 a.m. London Time

In respect of SOFR Interest Periods: Not Applicable Not Applicable

Not Applicable

In respect of LIBOR Interest Periods: + (plus) 1.75 per cent. per annum

In respect of SOFR Interest Periods: + (plus) 1.75 per cent.

• (plus) 0.26161 per cent. Not Applicable
  Not Applicable Actual/360, adjusted Not Applicable Not Applicable Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

100 per cent of nominal amount

3