AMENDED AND RESTATED FINAL TERMS

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4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC as amended or superseded ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (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.

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 manufacturer's 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.

Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") - the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).

Final Terms dated 16 May 2019, as amended and restated on 13 June 2023

MASHREQBANK PSC

Issue of USD 100,000,000 Floating Rate Notes due 22 May 2024

under the U.S.S5,000,000,000

EURO MEDIUM TERM NOTE PROGRAMME

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the Base Prospectus dated 9 January 2019 and the supplements to it dated 4 February 2019 and 2 May 2019 which together constitutes a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC, as amended (including by Directive 2010/73/EU and any relevant implementing measure in a relevant Member State) (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 Bank and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the Bank's head office at Mashreqbank Building, Omer Bin Al Khattab Street, Deira, P.O. Box 1250, Dubai, UAE and copies may be obtained from the Issuing and Principal Paying Agent, The Bank of New York Mellon, London Branch, One Canada Square, London, E14 5AL, England. The Base Prospectus and these Final Terms will also be available for viewing in electronic form on the website of the Luxembourg Stock Exchange at www.bourse.lu.

PART A- CONTRACTUAL TERMS

1.

(i)

Series Number:

33-2019

(ii)

Tranche Number:

1

(iii)

Date on which the Notes

Not Applicable

become fungible:

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2.

Specified Currency:

United States Dollars ("USD")

3. Aggregate Principal Amount:

(i)

Series:

USD 100,000,000

(ii)

Tranche:

USD 100,000,000

4.

Issue Price:

100 per cent. of the Aggregate Principal Amount

5.

(i)

Specified Denominations:

USD 200,000

(ii)

Calculation Amount:

USD 200,000

6.

(i)

Issue Date:

22 May 2019

(ii)

Interest Commencement Date:

Issue Date

  1. Maturity Date:
  2. Interest Basis:
  3. Change of Interest Basis:
  4. Put/Call Options:
  5. Date Board approval for issuance of Notes obtained:
  6. Status of the Notes:

22 May 2024

SOFR + 1.60 per cent. + 0.26161 per cent. Adjustment Spread Floating Rate

Not Applicable

Not Applicable

12 June 2018

Senior

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13.

Fixed Rate Note Provisions

Not Applicable

14.

Floating Rate Note Provisions

Applicable

  1. Interest period(s):The Period from and including the Interest Commencement Date to but excluding the first Specified Interest Payment Date and thereafter, each period from and including a Specified Interest Payment Date to but excluding the next Specified Interest Payment Date
  2. Specified Period(s)/Specified 22 May, 22 August, 22 November and 22

Interest Payment Dates:

February in each year, commencing on 22 August

2019 up to and including the Maturity Date,

subject to adjustment in accordance with the

Business Day Convention set out in (iii) below

(iii)

Business Day Convention:

Modified Following Business Day Convention

  1. Additional Business Centre(s): New York, London and Dubai

(v)

Manner in which the Rate of

ISDA Determination

Interest and Interest Amount is

to be determined:

(vi)

Party

responsible

for

Not Applicable

calculating the Rates of Interest

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and/or Interest Amount(s)

(if

not the Agent):

(vii)

Screen Rate Determination:

Not Applicable

(viii)

ISDA Determination:

Applicable

  • Floating Rate Option: SOFR

•

Designated Maturity:

3 months

•

Reset Date:

The first day of each interest period

(ix)

Calculation Method:

Compounded Daily

(x)

Observation Method:

Observation Shift

(xi)

Observation Look-back Period:

5 Business Days

(xii)

Adjustment Spread:

0.26161 per cent.

(xiii)

Linear Interpolation:

Not Applicable

(xiv)

Margin(s):

+ 1.60 per cent. per annum

(xv)

Minimum

Rate

of

Interest

Not Applicable

(Condition 7(e)):

(xvi)

Maximum

Rate

of

Interest

Not Applicable

(Condition 7(e)):

(xvii)

Day Count Fraction (Condition

Actual/360

7(f)):

15.

Zero Coupon Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

16.

Call Option:

Not Applicable

17.

Put Option:

Not Applicable

18. Early Redemption Amount:

Early Redemption Amount of each Note

Not Applicable

payable on redemption for taxation

reasons or on event of default and/or the

method of calculating the same:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

19.

Bearer Notes:

Temporary Global Note exchangeable for a

Permanent Global Note which is exchangeable for

Definitive Notes in the limited circumstances

specified in the Permanent Global Note.

20.

Additional Financial Centre(s) or other

New York, London and Dubai

special provisions relating to Payment

Dates:

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21.

Talons for future Coupons to be attached

No

to Definitive Notes (and dates on which

such Talons mature):

22.

Redenomination, renominalisation and

Not Applicable

reconverting provisions:

23.

RMB Settlement Centre(s):

Not Applicable

24.

RMB Currency Event:

Not Applicable

25.

Relevant Currency for Condition 6(e):

Not Applicable

26.

Relevant Spot Rate Screen Pages for

(i)

Relevant Spot Rate Screen Page

Condition 6(e):

(Deliverable Basis): Not Applicable

(ii)

Relevant Spot Rate Screen Page (Non-

deliverable Basis): Not Applicable

27.

Party responsible for calculating the

Not Applicable

Spot Rate for Condition 6(e):

DISTRIBUTION

28.

Method of distribution:

Non-syndicated

  1. If syndicated, names of Not Applicable Managers:
  2. Stabilisation Manager(s) (if Not Applicable any):

29. Prohibition of Sales to EEA Retail Applicable Investors:

30. If non-syndicated, name of relevant Emirates NBD PJSC Dealer;

Signed on behalf of MASHREQBANK PSC

By: ..................................................

Duly authorised

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PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(i)

Admission to listing:

Application has been made by Mashreqbank psc

or on its behalf for the Notes to be admitted to

listing on the official list of the Luxembourg Stock

Exchange

(ii)

Admission to trading:

Application has been made by Mashreqbank psc

or on its behalf for the Notes to be admitted to

trading on the regulated market of the

Luxembourg Stock Exchange with effect from 22

May 2019

  1. Estimate of total expenses EUR 3,100 related to the admission to
    trading:

2. RATINGS

Ratings:

Fitch: A

  1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
    Save for any fees payable to the Dealer, so far as Mashreqbank psc is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for Mashreqbank psc and its affiliates in the ordinary course of business for which they may receive fees.
  2. TEFRA RULES

TEFRA D

5. OPERATIONAL INFORMATION

(i)

CUSIP:

Not Applicable

(ii)

ISIN Code:

XS2001236038

(iii)

Common Code:

200123603

(iv)

CFI:

Not Applicable

(v)

FISN:

Not Applicable

  1. Names and addresses of Not Applicable additional Paying Agent(s) (if
    any):

(vii)

Relevant Benchmark:

SOFR is provide by the Federal Reserve Bank of

New York. As at the date hereof, the Federal

Reserve Bank of New York does not appear on the

register of administrators and benchmarks

established and maintained by ESMA pursuant to

Article 36 of Regulation (EU) 2016/1011. As far

as the Bank is aware, SOFR does not fall within

the scope of Regulation (EU) 2016/1011 such that

the Federal Reserve Bank of New York is not

currently required to obtain authorisation or

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Mashreq Bank PSC published this content on 13 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2023 14:50:03 UTC.