Emirates NBD Bank : Consent Solicitation

20 April 2023

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 SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Emirates NBD Bank PJSC

(the "Issuer")

Legal Entity Identifier (LEI): 54930029BCN8HF3B1286

NOTICE OF MEETINGS

of the holders of the Issuer's outstanding:

1. USD 18,000,000 Floating Rate Notes due 26 February 2024 (XS1956108358) (the "Series 521 Notes");
2. USD 10,000,000 Floating Rate Notes due 18 March 2024 (XS1963784647) (the "Series 534 Notes"); and

1. 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")

NOTICE IS HEREBY GIVEN that separate meetings (the "Meetings", each a "Meeting" and "relevant Meeting" shall be construed accordingly) of the holders of the Series 521 Notes, the Series 534 Notes and the Series 543 Notes (together, the "Noteholders") convened by the Issuer will be held on 19 May 2023 at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ at: (i) in respect of the Series 521, 10.00 a.m. (London time), (ii) in respect of the Series 534 Notes, 10.15 a.m. (London time), and (iii) in respect of the Series 543 Notes, 10.30 a.m. (London time) for the purpose of Noteholders considering and, if thought fit, passing the resolution set out herein, and which such resolution will be proposed as a separate Extraordinary Resolution at each Meeting in accordance with Condition 14 (Meetings of Noteholders and Modification) of the terms and conditions of the Notes, as set out in Schedule 2 (Terms and Conditions of the Notes) of the Agency Agreement (as defined herein).

Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Agency Agreement, the Conditions and/or the relevant Extraordinary Resolution (each as defined herein), as applicable.

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 USD- LIBOR settings after 30 June 2023 (the "FCA LIBOR Announcement"). Accordingly, the most commonly used settings of USD-LIBOR (namely, 1-,3-, 6- and 12-monthUSD-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")

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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.

Key Terms and Conditions of the LIBOR Proposal

The deadline for receipt by the Tabulation Agent, for which the contact details are set out below, of Voting Instructions from Noteholders wishing to vote in respect of the relevant Extraordinary Resolution is 4.00 p.m. (London time) on 17 May 2023 (such time and date with respect to each series of Notes, as the same may be extended, the "Expiration Deadline").

The implementation of each Extraordinary Resolution will be conditional on:

1. the passing of the relevant Extraordinary Resolution; and
2. the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied, by Eligible Noteholders only, irrespective of any participation at the relevant Meeting by Ineligible Noteholders (and would also have been so satisfied if any Ineligible Noteholders who provide confirmation only of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the relevant Meeting had actually attended or been represented at such Meeting), including, if applicable, the satisfaction of such condition at an adjourned Meeting as described in "Meetings" below (the "Eligibility Condition"),
   ((a) and (b) together, the "Voting Conditions").

The Issuer may waive the Voting Conditions in respect of any series of Notes in its sole and absolute discretion, subject to applicable law.

The Extraordinary Resolutions are independent and not inter-conditional and the Issuer reserves the right to implement changes to one or more series of Notes and not to others in the event that the Extraordinary Resolutions are passed and the relevant Voting Conditions satisfied in respect of some series of Notes and not the others.

The Issuer will announce (i) the results of each Meeting and (ii) the satisfaction or waiver of the relevant Voting Conditions relating to that Extraordinary Resolution, as soon as reasonably practicable after each Meeting (and in any event within 14 days of the conclusion of each Meeting) and following such satisfaction or waiver. See further, "Announcements".

No consent fee is payable in respect of the LIBOR Proposals in relation to any series of Notes.

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MEETINGS

At each Meeting, Noteholders are invited to consider and, if thought fit, approve the relevant Extraordinary Resolution, with implementation of the relevant Extraordinary Resolution being subject to satisfaction (or waiver) of the Voting Conditions.

The quorum required for each Meeting is one or more persons present holding Notes in definitive form or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in nominal amount of the Notes for the time being outstanding. To be passed at the relevant Meeting, each Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast at such Meeting. If passed, the relevant Extraordinary Resolution shall be binding on all Noteholders of the relevant series of Notes, whether present or not at the relevant Meeting and whether or not voting. See further, section titled "Voting and Quorum".

The implementation of each Extraordinary Resolution is conditional on satisfaction of the Voting Conditions relating to that Extraordinary Resolution, unless such Voting Conditions are waived by the Issuer in its sole and absolute discretion (subject to applicable law).

In accordance with the procedures for participating at the Meetings (see further, "Voting Instructions" and "Ineligible Noteholder Instructions"), each Noteholder must confirm whether or not it is an Eligible Noteholder (or Ineligible Noteholder, as the case may be) in order to participate at the relevant Meeting. A Voting Instruction which does not include such confirmation will be treated as not having been validly submitted and will be rejected.

Both Eligible Noteholders and Ineligible Noteholders attending or otherwise represented and voting at the relevant Meeting will be taken into consideration for the purposes of determining whether the relevant quorum has been satisfied at that relevant Meeting (and any adjourned such Meeting) and/or requisite majority of votes cast in favour of the relevant Extraordinary Resolutions. In the event that the relevant Extraordinary Resolution is passed but the relevant Eligibility Condition is not satisfied, it is a term of the relevant Extraordinary Resolution that the relevant Meeting shall be adjourned on the same basis as for a Meeting where the necessary quorum is not obtained. In such event, the relevant Extraordinary Resolution shall be proposed again to Noteholders of the relevant series of Notes at such adjourned Meeting for the purposes of determining whether it can be passed irrespective of participation by Ineligible Noteholders at such adjourned Meeting (and would also have been so passed if any Ineligible Noteholders who provide confirmation only of their status as Ineligible Noteholders and waive their right to attend and vote (or be represented) at the adjourned Meeting had actually attended or been represented at such adjourned Meeting) and, if so, the relevant Eligibility Condition will be satisfied on such subsequent passing of the relevant Extraordinary Resolution.

Voting Instructions

Where an Eligible Noteholder wishes to vote, by way of a Voting Instruction, in respect of the relevant Extraordinary Resolution at the relevant Meeting, the Eligible Noteholder must deliver, or arrange to have delivered on its behalf, through the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Voting Instruction that is received by the Tabulation Agent (and not validly revoked, in the limited circumstances in which such revocation is permitted) by the Expiration Deadline.

Only Direct Participants may submit Voting Instructions. Each Eligible Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Eligible Noteholder holds its Notes to submit a Voting Instruction to the relevant Clearing System by the deadlines specified by such Clearing System on its behalf before the applicable deadline.

The submission of Voting Instructions will be deemed to have occurred upon receipt by the Tabulation Agent from the relevant Clearing System of a valid Voting Instruction submitted in accordance with the requirements of the Clearing Systems. By submitting a valid Voting Instruction, an Eligible Noteholder and any Direct Participant shall be deemed to have given instructions to the Principal Paying Agent to appoint one or more representatives of the Tabulation Agent (nominated by it) as its proxy to vote in the manner specified or identified in their Voting Instruction in respect of the relevant Extraordinary Resolution at the relevant Meeting and at any adjourned such Meeting. Each

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Voting Instruction must specify, among other things, the aggregate nominal amount of the Notes of the relevant series of Notes which are the subject of the Voting Instruction and whether the Eligible Noteholder wishes to instruct the Principal Paying Agent to appoint one or more representatives of the Tabulation Agent to attend the relevant Meeting and vote in favour of or against the relevant Extraordinary Resolution. The receipt of such Voting Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of the relevant Clearing System and will result in the blocking of the relevant Notes in the relevant Eligible Noteholder's account with the relevant Clearing System so that no transfers may be effected in relation to such Notes until the earlier of (i) the date on which the Voting Instruction is revoked and (ii) the conclusion of the Meetings.

Eligible Noteholders must take the appropriate steps through the Clearing Systems so that no transfers may be effected in relation to such blocked Notes at any time after the date of submission of such Voting Instruction, in accordance with the requirements of the Clearing Systems and the deadlines required by the Clearing Systems. By blocking such Notes in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant's identity to the Tabulation Agent (and for the Tabulation Agent to provide such details to the Issuer, the Paying Agents and their respective legal advisors).

Attending or being represented and voting at a Meeting other than pursuant to Voting Instructions

Eligible Noteholders who do not wish to submit a Voting Instruction can appoint a proxy or make other arrangements to attend or be represented and vote at the relevant Meeting by following the procedures outlined in this Notice of Meetings.

Agreements, acknowledgements, representations, warranties and undertakings

By submitting a valid Voting Instruction to the relevant Clearing System in accordance with the procedures of such Clearing System, a Noteholder and any Direct Participant submitting such Voting Instruction on such Noteholder's behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake, to the Issuer and the Tabulation Agent the following at (i) the time of submission of such Voting Instruction, (ii) the Expiration Deadline and (iii) the time of the relevant Meeting (including the time of any adjourned such Meeting) (and if an Eligible Noteholder or Direct Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Eligible Noteholder or Direct Participant should contact the Tabulation Agent immediately):

1. it has received this Notice of Meetings and has reviewed, agrees to be bound by and accepts the terms, conditions and other considerations of the relevant LIBOR Proposal, all as described herein;
2. it is assuming all the risks inherent in participating in the relevant LIBOR Proposal and has undertaken all the appropriate analyses of the implications of such LIBOR Proposal without reliance on the Issuer or the Tabulation Agent;
3. it has full power and authority to give the Voting Instructions on the Extraordinary Resolution in respect of the relevant series of Notes;
4. each Voting Instruction is made on the terms and conditions set out herein;
5. by blocking the relevant Notes in the relevant Clearing System, each Direct Participant consents to the Clearing System providing details concerning such Direct Participant's identity to the Tabulation Agent (and for the Tabulation Agent to provide such details to the Issuer and its legal advisors);
6. it gives instructions for the appointment of one or more representatives of the Tabulation Agent by the Principal Paying Agent as its proxy to vote in respect of the relevant Extraordinary Resolution at the relevant Meeting and any adjourned such Meeting in the manner specified in, and in respect of all of the Notes which are the subject of, such Voting Instruction;

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1. all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations, shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity;
2. none of the Issuer, the Tabulation Agent and the Paying Agents or any of their respective directors, employees or affiliates has given it any information with respect to the relevant LIBOR Proposal or Extraordinary Resolution save as expressly set out herein nor has any of them expressed any opinion about the terms of the relevant LIBOR Proposal or Extraordinary Resolution or made any recommendation to it as to whether it should participate in the relevant LIBOR Proposal or otherwise participate at the relevant Meeting and it has made its own decision with regard to participating in the relevant LIBOR Proposal based on financial, tax or legal advice it has deemed necessary to seek;
3. no information has been provided to it by the Issuer, the Tabulation Agent or the Paying Agents or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the participation in the relevant LIBOR Proposal, the implementation of the relevant Extraordinary Resolution and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the relevant LIBOR Proposal, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, the Tabulation Agent, the Paying Agents or any of their respective directors or employees, or any other person in respect of such taxes and payments;
4. the Notes have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless in a transaction not subject to, or in compliance with an exemption from, the registration requirements of the Securities Act (terms used in this that are, unless otherwise specified, defined in Regulation S are used as defined in Regulation S);
5. it is otherwise a person to whom the relevant LIBOR Proposal can be lawfully made and that may lawfully participate in the relevant LIBOR Proposal, and it has observed all relevant laws and acquired all necessary consents, approvals or authorisations of, or made all registrations, filings or declarations with, any court, regulatory authority, governmental agency or stock exchange or any other person, that are required in connection with such Voting Instruction;
6. it is not a Sanctions Restricted Person;
7. each Voting Instruction is being submitted in compliance with the applicable laws or regulations of the jurisdiction in which the Direct Participant or beneficial owner of Notes is located or in which it is resident, it is otherwise a person to whom the relevant LIBOR Proposal can be lawfully made and that may lawfully participate in the relevant LIBOR Proposal and it has not taken or omitted to take any action in breach of the representations or which will or may result in the Issuer, the Tabulation Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with any votes in favour of or votes against the relevant Extraordinary Resolution;
8. it agrees to ratify and confirm each and every act or thing that may be done or effected by the Issuer or the Paying Agents or any of their respective directors, officers, employees, agents or affiliates or any person nominated by the Issuer in the proper exercise of his or her powers and/or authority hereunder;
9. it agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the Issuer to be desirable, in each case, to perfect any of the authorities expressed to be given hereunder and also appoints the Tabulation Agent as its authorised attorney to do so on its behalf;
10. it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Issuer to be necessary or desirable to effect delivery of the Voting Instructions related to such Notes or to evidence such power and authority;

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