5 year usd last chance - prb ts tranche 3 (final with strike levels)

8/2/2019 5 Year USD Last Chance - PRB TS Tranche 3 (Final With Strike Levels)

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5-Year USD Last Chance Commodity Investment(Product)

Final Terms and ConditionsThis term sheet is for information purposes only and does not constitute an offer to sell or a solicitation to buyany security or other financial instrument. When the Issuer is a different entity than Emirates NBD PJSC or any of its related entities, the terms usedbut not defined in this term sheet shall have the meanings given to them in the Issuer prospectus.

Capital Protection (CP) 100% if held until the end of the Investment Horizon period described below

Terms of CapitalProtection

The Investment Amount will be 100% protected by the Issuer provided that the Investorholds and retain the Investment Amount with the Issuer until the end of the Investment

Horizon period which is the maturity date of the Product. Any withdrawal from theInvestment Amount before the end of the Investment Horizon period will prevent theInvestor from the benefit of the Capital Protection and may result in receiving anamount less than the original Invested Amount.

Description

The Product is a USD denominated investment whereby the investor places theInvestment Amount with the Issuer and in turn, the Issuer provides exposure to abasket of four commodities. The Coupon payment is dependent on the performance ofeach commodity within the basket. Investor will potentially benefit each year from ahigh Coupon if every commodity in the basket is trading above its initial level. If on anyObservation Date, one of the commodities trades below its initial level, the investorreceives no Coupon for that year.

At maturity, the investor gets a last chance to receive all Coupons not previously paid,provided that all commodities settle at or above their initial level.

Issuer Emirates NBD PJSC (Emirates NBD)

Issuers Current rating A3 (Moodys)

Distributor Emirates NBD

Issue Currency USD

Investment Horizon 5 years

Investment Amount

Denomination USD 10,000

Trade Date 22nd

November, 2011

Strike Date 22nd

November, 2011

Settlement Date 06th

December, 2011

Initial Level The Settlement Price of the Commodity on the Strike Date

Expiry Date 06th

December, 2016

Maturity Date 08th

December, 2016


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Commodity Basket

Commodity Initial Level Currency Unit

Wheat 594.00 USD Cents Bushel

Corn 599.00 USD Cents Bushel

Sugar 23.44 USD Cents Pound

Soybean 1153.00 USD Cents Bushel

Initial Level for each Commodity will be as determined by the Calculation Agent withreference to the relevant Settlement Price of the Commodity on the Strike Date.

Coupon 13.50% flat

Coupon PaymentCondition

First year:

a. If on the First Observation Date the Settlement Price of ALL Commodity isabove or equal to its Initial level, then 100% x Coupon shall be payable on the

First Coupon Payment Date for the first yearb. 0% otherwise

Second year:

a. If on the Second Observation Date the Settlement Price of ALL Commodity isabove or equal to its Initial Level, then 100% x Coupon shall be payable on theSecond Coupon Payment Date for the second year

b. 0% otherwise

Third year:

a. If on the Third Observation Date the Settlement Price of ALL Commodity isabove or equal to its Initial Level, then 100% x Coupon shall be payable on theThird Coupon Payment Date for the third year

b. 0% otherwise

Fourth year:

a. If on the Fourth Observation Date the Settlement Price of ALL Commodity isabove or equal to its Initial Level, then 100% x Coupon shall be payable on theFourth Coupon Payment Date for the fourth year

b. 0% otherwise

Fifth year:

If on Fifth Observation Date the Settlement Price of all Commodity are aboveor equal

to their Initial Level, Coupon to be paid on the Fifth Coupon Payment Date will bedetermined as follows:(a) If Investor earned in all previous Coupons then Investor receives 100% xCoupon(b) If Investor missed one Coupon previously then Investor receives 200% xCoupon(c) If Investor missed two Coupons previously then Investor receives 300% xCoupon(d) If Investor missed three Coupons previously then Investor receives 400% xCoupon(e) If Investor missed four Coupons previously then Investor receives 500% xCoupon(f) Otherwise, 0%


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Observation Dates

First Observation Date: 06th

December, 2012Second Observation Date: 06

thDecember, 2013

Third Observation Date: 08th

December, 2014

Fourth Observation Date: 07th December, 2015Fifth Observation Date: 06

thDecember, 2016

Coupon Payment Dates

First Coupon Date: 10t

December, 2012Second Coupon Date: 10

thDecember, 2013

Third Coupon Date: 10th

December, 2014Fourth Coupon Date: 09

thDecember, 2015

Fifth Coupon Date: 08th

December, 2016

Redemption on PaymentDate

Investor will receive from the Issuer on Payment Date an amount in USD equal toInvestment Amount + the last Coupon

Settlement Cash

Settlement Currency USD


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Settlement Price

Wheat: the settlement price per bushel of deliverable grade wheat on the ChicagoBoard of Trade (CBOT) of the First Nearby Futures Contract, stated in U.S. cents, asmade public by the CBOT and displayed on Bloomberg page "W 1 CT" andReuters screen page "0#/W:" on the relevant Pricing Date, provided that such PricingDate is two Commodity Business Days prior to both the First Notice Date and the LastTrade Date (whichever comes first). After any of these dates, the settlement price ofthe Second Nearby Futures Contract is referenced.

Corn: thesettlement price per bushel of deliverable grade corn on the CBOT of theFirst Nearby Futures Contract, stated in U.S. cents, as made public by the CBOT anddisplayed on Bloomberg Page "C 1 CT" and Reuters Screen page "0#/C:"on the relevant Pricing Date, provided that such Pricing Date is two CommodityBusiness Days prior to both the First Notice Date and the Last Trade Date (whichevercomes first). After any of these dates, the settlement price of the Second NearbyFutures Contract is referenced.

Sugar: the settlement price per pound of deliverable grade cane sugar on the NewYork Board of Trade (NYBOT) of the First Nearby Futures Contract, stated in U.S.cents, as made public by the NYBOT and displayed on Bloomberg Page "SB1 CT" and Reuters Screen page "0#SB:" on the relevant Pricing Date,provided that such Pricing Date is two Commodity Business Days prior to both the FirstNotice Date and the Last Trade Date (whichever comes first). After any of these dates,the settlement price of the Second Nearby Futures Contract is referenced.

Soybean: the settlement price per bushel of deliverable grade soybeans on the CBOTof the First Nearby Futures Contract, stated in U.S. cents, as made public by the CBOTand displayed on Bloomberg Page "S 1 CT" and Reuters Screen page0#/S: on the relevant Pricing Date, provided that such Pricing Date is two CommodityBusiness Days prior to both the First Notice Date and the Last Trade Date (whichever

comes first). After any of these dates, the settlement price of the Second NearbyFutures Contract is referenced.

In case of discrepancies between the corresponding Bloomberg Page(s) and ReutersPage(s) above, the page selected by the Calculation Agent shall prevail.

In case of discrepancies between the above pricing sources and the Calculation Agentregarding the identity of the relevant First/Second Nearby Futures Contracts, thecontract selected by the Calculation Agent shall apply.

Pricing Date

In relation to determining the Coupon Payment Condition, the Strike Date (to determineeach Commodity Initial Level), the First Observation Date, Second Observation Date,Third Observation Date, Fourth Observation Date, Fifth Observation Date (to determinewhether or not on that date, each Commodity Settlement Price is above its Initial

Level).

First Notice DateIn relation to a futures contract, the first date on which the seller of a futures can givenotice to deliver against the contract.


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Last Trade Date

In relation to a futures contract, the final date that a contract may trade or be closed outbefore delivery of the underlying asset or cash settlement must occur. By the end ofthe last trading day, the contract holder must be prepared to accept delivery of the

commodity, or settle in cash if the position is not closed.

First Nearby FuturesContract

For any given Commodity, the futures contract with shortest time to expiry

Second Nearby FuturesContract

For any given Commodity, the second futures contract with shortest time to expiry

Commodity BusinessDays

Any day on which (a) the relevant exchange is open for the underlying Commoditycontract and (b) the underlying Commodity contract is not restricted by being lockedlimit up or limit down.

Commodity BusinessDay Convention

Following Business Day Convention which means, if the date in question falls on aday that is not a business day, the date will be the first following business day.

Business Days forPayments

London and New-York

Business DayConvention forPayments

Modified Following which means, if the date in question falls on a day that is not abusiness day, the date will be the first following business day unless that date falls inthe next calendar month, in which case the payment date will be the first business daypreceding the non-business day.

Calculation Agent

Emirates NBD. Whenever the Calculation Agent is required to act or to exercise judgment in any way, it will do so in good faith and in a commercially reasonablemanner, and its determinations and calculations shall be binding in the absence ofmanifest error. Furthermore each party agrees that the Calculation Agent is not actingas a fiduciary for or as an advisor to such party in respect of its duties as CalculationAgent in connection with this Product.

Secondary Market

Should the investor wish to sell the investment before Payment Date, the Issuerexpects to make a daily secondary market for this investment on London, New Yorkand Abu Dhabi trading days subject to normal market conditions with a minimum ofUSD 10,000. The Issuer does not have a legal obligation to provide liquidity by meansof bid and offer prices. If it does, it may cease at any time without notice. Any decisionto sell the investment before maturity would put the capital at risk.

For the avoidance of doubt this provision does not amount to a commitment by theIssuer or Distributor to make a market on any day at any price.

Fees

The terms of the Product may allow the Issuer to have certain fees imbedded in theunderlying structure, the value of which will depend on market conditions. It may alsoallow the Distributor to receive certain fees from the Issuer which is not expected toexceed 1% of Investment Amount for each year of the Product term. The fee is not

refundable in the event of early redemption or sale on the secondary market.Secondary market transactions may be subject to additional dealing or commissioncharges or a bid/offer spread which in normal market conditions is expected to be 1%.The Product may also be subject to administration, custody, dealing, subscription,redemption and other fees and expenses implicit in the day-to-day management andoperations of the Issuer as charged thereby.


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Governing Law andDispute Resolution

Laws of the United Arab Emirates with any disputes referred to arbitration subject tothe rules of Dubai International Arbitration Center.

Emirates NBD RiskRating of this product

4A

Emirates NBD Risk Rating of this Product

Low Risk 1Low-Medium Risk 2Medium Risk 3Medium-High Risk 4 X

High Risk 5Table 1: Asset class level risk grading

Daily liquidity A XBi-monthly liquidity B

Less than bi-monthly CTable 2: Liquidity risk grading


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Illustration

The following section illustrates the potential payoff of the Product. The potential payoffs shown in the following scenariosare meant for illustrative purposes only. The levels / movement / trends shown have no reference to historical data andare not actual or indicative of future performance. Emirates NBD makes no representation or warranty (express orimplied) of any nature nor is any responsibility of any kind accepted with respect to the completeness or accuracy of anyinformation, projection, representation or warranty (expressed or implied) in, or omission from the below scenarioanalysis.

Commodity

Commodity 1st 2nd 3rd 4th 5th

Initial LevelObservation

Date

Observation

Date

Observation

Date

Observation

Date

Observation

Date

Wheat 594.00 550.00 615.00 640.00 625.00 676.50

Corn 599.00 620.00 610.00 635.00 625.00 671.00Sugar 23.44 30.00 31.00 33.00 22.25 34.10

Soya Bean 1153.00 1250.00 1300.00 1400.00 1320.00 1430.00

Coupon Paid: 0.00% 13.50% 13.50% 0.00% 13.50%

Comments:

On the First Observation Date, Wheat closes below its Initial Level, hence no Coupon is paid for year one. On the SecondObservation Date, ALL commodities close above their Initial Level, hence a 13.50% Coupon is paid on the secondCoupon Payment Date. On the Third Observation Date, ALL commodities close above their Initial Level, hence a 13.50%Coupon is paid on the third Coupon Payment Date. On the Fourth Observation Date, Sugar closes below its Initial Level

hence no Coupon is paid for this year. On the Fifth Observation Date, ALL commodities close above their Initial Level.Since two Coupons were missed during the life of the product, the final Coupon paid on the fifth Coupon Payment Date isequal to 300% x 13.50% or 40.50%.


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AdvantagesCapital is protected if held to maturity13.50% Coupon per annum in case ALL commodities close above their Initial Level each year

Possibility of getting ALL unpaid Coupons on the Fifth Observation Date if ALL commodities close above their initiallevel on that Observation date

Disadvantages

No coupon is paid for a year if ANY of the Commodity closes below its Initial Level on that year Observation Date

Product may be trading below PAR depending on market anticipation regarding the price of the Commodity Basket

If the issuer of the Product defaults on its obligations, the investor may get less than what is due or nothing at all


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Important Notes & Risk Factors

Due to its proprietary nature, this material is confidential. The material is intended solely for the use of the intended recipient(s) and

the contents may not be reproduced, redistributed, or copied in whole or in part for any purpose without the express authorization ofEmirates NBD Bank PJSC (Emirates NBD).Upon investment, investors agree to be bound by the terms and conditions of theinvestments as fully described in the final term sheet.

The main risk factors are summarized below for information

The Investor should understand the nature of the risks associated with each and every risk factor outlined below and should obtainrelevant and specific professional advice before making any investment decision. The Investor assumes all risk associated with anydecision it makes and shall have no rights against Emirates NBD in connection with such decision.

Investment RisksInvestment in fixed income, currencies, over-the-counter and pre-packaged financial products involves risks and returns that may vary.Before making such an investment or any decision, Investors should (i) consult their advisers on the legal, regulatory, tax, business,investment, financial and accounting implications of the investment; (ii) carefully consider whether the investment is appropriate in light

of their investment objectives, experience, financial and operational resources, and other relevant circumstances; (iii) understand thenature of the investment and the related contract (and contractual relationship) including, without limitation, the nature and extent oftheir exposure to risk; and (iv) understand any regulatory requirements and restrictions applicable thereto.

Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty,expressed or implied is made regarding future performance. The information set forth above has been obtained from or based uponsources believed by Emirates NBD to be reliable, but Emirates NBD does not represent or warrant its accuracy or completeness andis not responsible for losses or damages arising out of errors, omissions or changes in market factors. This material does not purportto contain all of the information that an interested party may desire and, in fact, provides only a limited view of a particular market.

Adjustment & Early Redemption RiskWhere a product is capital protected, the stated level of capital protection (as indicated in the term sheet or otherwise) only applies atmaturity. Any redemption prior to the stated maturity date may result in the Investor receiving an amount less than that originallyinvested at inception. The redemption value of the investment is dependent on a number of variables such as fees, the price and

volatility of the underlying assets, time to maturity and prevailing market conditions.

The Issuer or its agent may be entitled to adjust the terms of the Product to cover unforeseen circumstances, such as changes to theindex, interest or currency rates or other factor underlying the Product or in response to a corporate event (such as merger, insolvencyor credit event) affecting any underlying asset on which the Product is based, or to cover any market disruption or change in marketconditions. It may be entitled to substitute different underlying indices, rates or shares in some circumstances (such as a significantchange in taxation for the Issuer), it may be entitled to redeem or terminate the Product before maturity.

Issuer / Guarantor Credit RiskInvestors bear the credit risk of the issuer and/or the guarantor of the Product. The Product constitutes an unsubordinated andunsecured obligation of the relevant issuer and/or guarantor and ranks paripassu with all other current and future unsubordinated andunsecured obligations of the relevant issuer and/or guarantor. The insolvency of each of the issuer and the guarantor may lead to apartial or total loss of the invested capital.

The value of the investment may decline for a number of reasons which directly relate to the issuer and/or guarantor, including, but not

limited to, the issuers and/or guarantor's credit worthiness. Where a credit rating agency has assigned a rating to an issuer and/orguarantor vis--vis its ability to discharge liabilities arising from its obligations in connection with the Product, any change in that ratingcould have a material effect on the market value of the Product.

Market RiskMarket movement, which can be influenced by many factors, including, but not limited to, credit risk, market sentiment, changes invalue and volatility of any underlying asset(s), and changes in economic financial or political environments may result in the fluctuationof prices. Market risk results from the unpredictability of market movements and is inherent in any investment; such risk may causethe value of the investment to fall rapidly, as well as rise, and Investors may not get back the amount originally invested.


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Foreign Exchange RiskChanges in exchange rates between currencies or the conversion from one currency to another may cause the value of the investmento diminish or increase. Currency exchange rates may fluctuate significantly over short periods of time. Earnings on investment in

foreign currencies are dependent on the prevailing foreign exchange rates. Adverse exchange rate movements may erase interesearnings completely or cause loss of principal relative to your home currency. Investments in assets denominated in a foreign currencyare subject to the risk of movements in that currency's exchange rate. The exchange-rate risk on investments in foreign-currencydenominated assets applies not only to investments returnable in these foreign currencies, but also to the assets denominated in theforeign currencies and traded in the domestic currency, since their price development usually tracks changes in the exchange rate ofthe currency in which they are denominated.

TaxationThe tax treatment of this Product may be complex, and the level and basis of taxation may alter during the term of products of thisnature. The Investor should therefore obtain professional tax advice appropriate to their own circumstances before investing.

Secondary Market TradingNo assurance can be given that any trading market for the Product will exist or whether any such market will be liquid or illiquid. Whilethe Issuer expects to make a market in the Product, it is not obliged to do so. Any market making activity if commenced may bediscontinued at any time. If the Product is not traded on any exchange, pricing information may be more difficult to obtain and the

liquidity and price of the Products may be adversely affected.

Lack of Liquidity and Exchange ControlsWith regards to leveraged investment, such a situation may result in difficulty in finding a price to sell all or part of the amount investedin the product or portfolio posted as collateral. In the case of company bankruptcy, suspension of trading, takeover rumors or flights ofcapital from a country in crisis this may mean it is impossible to find any price to close out a position in the product. This could lead tosubstantial losses sometimes greater than the initial collateral placed as security.

Early TerminationThe Issuer may terminate the Product if it determines that it has become unlawful for the Issuer to perform its obligations under theProduct or its ability to source a hedge or unwind an existing hedge in respect of the Product is adversely affected in any materialrespect. If the Issuer terminates the Product early, the Issuer will, if and to the extent permitted by applicable law, pay a holder of theProduct an amount determined by the Determination Agent (in good faith and in a commercially reasonable manner) to be its fairmarket value less the actual cost to the Issuer of unwinding any underlying related hedging arrangements.

The amount returned to the holder of the Product in such circumstances may be less than the amount originally invested, even wherethe Product is described as "capital protected".

The Determination Agent may determine that a market disruption event has occurred or exists at a relevant time. Any suchdetermination may delay valuation in respect of the relevant underlying which may have an effect on the value of the Product and/ormay delay settlement in respect of the Product.

Upon the occurrence of a market disruption event, the calculation of the closing price of the underlying will be made on the firstbusiness day falling after the date on which the market disruption ceases to exist, unless the market disruption continues to exist formore than 180 days after the Maturity Date, in which case the final valuation date will be 180 days after the Maturity Date.

Prospective purchasers should review the terms and conditions of the Product to ascertain whether and how such provisions apply tothe Product and what constitutes a relevant adjustment or event.

Emerging MarketsInvesting in emerging markets involves certain risks and special considerations not typically associated with investing in other moreestablished economies or securities markets. Such risks may include (i) the risk of nationalization or expropriation of assets orconfiscatory taxation; (ii) social, economic and political uncertainty; (iii) dependence on exports and the corresponding importance ofinternational trade and commodities prices; (iv) less liquidity of securities markets; (v) currency exchange rate fluctuations; (vi)potentially higher rates of inflation (including hyper-inflation); (vii) controls on investment and limitations on repatriation of investedcapital; (viii) a higher degree of governmental involvement in and control over the economies; (ix) government decisions to discontinuesupport for economic reform programs and imposition of centrally planned economies; (x) differences in auditing and financialreporting standards which may result in the unavailability of material information about economics and issuers; (xi) less extensiveregulatory oversight of securities markets; (xii) longer settlement periods for securities transactions; (xiii) less stringent laws regarding


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the fiduciary duties of officers and directors and protection of Investors; and (xiv) certain consequences regarding the maintenance ofportfolio securities and cash with sub-custodians and securities depositories in emerging market countries.

Derivatives Risk Warning Notice

This statement will not disclose all the relevant risks associated with dealing in over-the-counter and pre-packaged financial productsbut it is designed to specifically highlight some of the risks involved in trading and investing in these instruments. Trading inderivatives, such as futures, options, margin trading and other complex treasury instruments are not suitable for many clients. TheInvestor should carefully consider whether trading is appropriate for such Investor by considering Investors experience, objectives,financial resources and other relevant circumstances. Any decision by Investor regarding these investments is solely the responsibilityof the Investor. Emirates NBD disclaims any liability or responsibility for any losses whatsoever suffered by the Investor as a result ofInvestor trading or investing in derivatives, equities and other treasury products. It is in the Investors best interest to obtain relevantand specific professional independent advice regarding the risks incurred in these investments.

The Investor should not trade or invest in derivatives unless the Investor fully understands the implicit risks. If the Investor does notunderstand the risk of this investment the Investor must not invest in it and any decision to do so is the sole and absolute responsibilityof the Investor.

Options and other derivatives - If you plan to buy options your risk is limited to the cash investment you make to purchase theoption. Once purchased, you cannot incur any contingent liability and your loss is limited to the initial cash outlay only. If however youwish to sell or write options on financial products the risks are considerably higher. You will receive a premium for selling the optionsbut you face a contingent risk that is unknown and unquantifiable until the day of expiry. By writing the option you accept a legalresponsibility o take delivery of the underlying asset at a given price on a given date in the future. You cannot guarantee where thespot delivery price will be in the future. If you do not already own the underlying cash product or have a future requirement for thatproduct (in the case of writing a covered call or foreign currency requirement) then you face potentially unlimited risk which could leadto a loss of all your initial collateral and in extreme cases more than the initial funds you place as security. The degree of leverage youundertake will also curtail or exacerbate this loss. Purchasers and sellers of options should be familiar with the type of instrument theyare investing in and its associated risks.The Investor should understand the nature of the risks associated with derivatives and shouldobtain relevant and specific professional advice before making any decision. The Investor assumes all risk associated with anydecision it makes and shall have no rights against Emirates NBD in connection with such decision.

Simulations Methodology and Risk Warning Notice

We define the concept of potential future exposure (PFE) and its relevance for measuring the counterparty credit risk on over-the-counter (OTC) derivatives and securities financing transactions. Market Risk uses the statistical confidence banding approach foscenario generation. By this method, the number of scenarios for risk calculation is significantly reduced at a relatively small loss oaccuracy. The implemented confidence banding uses just five points on the risk factor space, corresponding to the five specif ic quintilesused for counterparty credit risk measurement. In essence we simulate the payoffs using these stressed risk parameters. This results inmonotonic risk factor paths. Such paths are sufficient to capture the contract level credit exposure of most standard derivative productsaccurately. This allows for usage of very precise, and computationally intensive, analytical and numerical methods of derivativeinstrument valuation.

Back-tested, hypothetical or simulated performance (both past and future) results have inherent limitations. Simulated results areachieved by the retroactive application of a back-tested model itself designed with the benefit of hindsight. The back-testing ofperformance differs from the actual account performance because the investment strategy may be adjusted at any time, for any reason

and can continue to be changed until desired or better performance results are achieved. Alternative modeling techniques orassumptions might produce significantly different results and prove to be more appropriate. Past hypothetical back-test results areneither an indicator nor a guarantee of future returns. Actual results will vary from the analysis.


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Disclaimer

Any information contained herein is believed by Emirates NBD to be accurate and true but neither Emirates NBD nor any of itsdirectors, officers, employees, agents, affiliates or subsidiaries (hereinafter collectively referred to as Emirates NBD) make anyrepresentations or warranties as to the accuracy or completeness of information contained herein and disclaims all liability orresponsibility whatsoever for any loss or damage caused by any act or omission taken as a result of the information contained in thisdocument. The information contained in this document does not purport to contain all matters relevant to any particular investment orfinancial instrument and all statements as to future matters are not guaranteed to be accurate. Anyone proposing to rely on or use theinformation contained in this document should independently verify and check the accuracy, completeness, reliability and suitability ofthe information and should obtain independent and specific advice from appropriate professionals or experts. Before entering into anytransaction, Investors should ensure that they fully understand the potential risks and rewards of that transaction and should determineindependently whether that transaction is appropriate taking into account their investment objectives, experience, financial andoperational resources, and other relevant circumstances.

Except as otherwise may be specifically agreed, Emirates NBD has not acted nor will act as a fiduciary or financial or investmentadviser with respect to any transaction that it has or will execute. Any information and any explanations (written or oral) provided byEmirates NBD related to the terms and conditions of a transaction shall not be considered as investment advice or a recommendation

to enter into that transaction. Any investment, trading and/or hedging decision (decision) of a party will be based on its ownjudgment and not upon any view exp ressed by Emirates NBD and shall be based on an arms length negotiation with Emirates NBD.

All transactions will be executed on a best endeavors basis; however, Emirates NBD will bear no responsibility for any losses, directand/or indirect as a result of delays in processing transactions. Moreover, Emirates NBD, will not be responsible for any direct,indirect, consequential, incidental, or any special losses or any loss opportunity as a result of the publication and/or use of informationcontained in this document or any investment decision made as a result thereof.

This document does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International FinancialCentre) and is not intended to be a public offer.

This document does not constitute an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is notauthorized or to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of potential investors tosatisfy themselves as to their full compliance with the relevant laws and regulations prior to investment, including any governmentalrequisite or other consent and adhering to any other formality required.


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CLIENT ACCEPTANCE OF TERMS

I/We hereby acknowledge and agree that I/We have read and understood the indicative Terms and Conditions (Agreement) withEmirates NBD Bank PJSC and the Important Notes & Risk Factors.

I/We acknowledge and agree that these Indicative Terms and Conditions, the Final Terms and Conditions for this transaction and theImportant Notes & Risk Factors are integral parts of the Agreement with me/us and should be read together. I/We confirm that I/weunderstand that the risks mentioned in this Term Sheet comprise only a fraction of the risks associated with investments in fixedincome, currencies, over-the-counter and pre-packaged financial products and derivatives. I/We understand that I/we should obtainrelevant and specific professional advice on the risks associated with any investment. I/We further understand that Emirates NBDmakes no statement, representation, guarantee, or warranty on the accurateness or completeness of the information contained hereinnor does it provide investment advice or recommendations to me/us in relation to any investment or decision described herein. I/Weagree that I/we may not rely on any communication (oral or written) from Emirates NBD as investment advice nor as arecommendation to undertake any decision. I/We agree that any decision I/we undertake is on my/our own behalf and based onmy/our understanding of the risks described in this Term Sheet and the agreement will take the form of the Final Terms (plus anyrelevant risk disclaimer).

I/We confirm that I/we have received all the relevant information including the relevant documents and have read and understood theterms and agree to be bound by it and any amendments made from time to time by Issuer and Emirates NBD.

I/We understand that for any transfers to accounts outside of Emirates NBD transfer charges may apply.

I/We have sole responsibility for the management of my/our tax and legal affairs including making any applicable filings and paymentsand complying with any applicable laws and regulations.

I am / We are acting as principal and have full power and authority to enter into and perform my/our obligations under this Term Sheet.

I/We acknowledge and agree that I/we are obligated to promptly review each trade confirmation (or their electronic counterparts ifavailable) for accuracy and completeness and to immediately notify Emirates NBD of any items I/we believe to be inaccurate. I/Weagree that any objection to a trade or position set forth on any confirmation must be submitted within two business days after receipt ofsuch confirmation. I/We will further acknowledge and agree that failure to submit my/our objection within the time specified herein willbe deemed approval of the confirmation.

I/We acknowledge and agree that any instructions communicated to Emirates NBD will be deemed to have been sent and authorizedby me/us and shall be deemed to have been made at the time received by Emirates NBD except for instructions which have beenerroneously generated, repeated, changed or otherwise affected by Emirates NBD under circumstances controlled by Emirates NBD.

I/We hereby confirm that I/we have the necessary investment knowledge, experience and risk appetite to make this investment andI/we have read / received and understood this Term Sheet, and other relevant information with respect to this investment. I/We herebyconfirm that the investment decisions are made by me/us and shall be my/our full responsibility. I/We do hereby acknowledge, agreeand understand that subscription or purchase of the investment involves high degree of risk which might include a possible loss of theprincipal amount used for investment. I/We acknowledge and understand that an investment's past performance is not a guarantee toits future investment performance or returns.

I/We hereby confirm that I/we have not received any assurance or guarantee as to the expected results of the transaction.

I/We hereby confirm our acceptance of the terms and conditions and request Emirates NBD to invest in the Product on my/our behalf.

Investor Name (Investor) :

CIF / Account Number / Portfolio No :

Name of Security :

Investment Amount :

__________________________ __________________________ __________________________Signatory 1 Signatory 2 Signatory 3

_________________________ __________________________ __________________________Date Date Date

5 year usd last chance - prb ts tranche 3 (final with strike levels)

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