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First Abu Dhabi Bank PJSC

Capital/Financing Update Nov 20, 2025

10611_rns_2025-11-20_63cbb6bc-cb3e-4257-90e7-0cbeaf9103cf.pdf

Capital/Financing Update

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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 "MiFID II distributor") should take into consideration the manufacturers' target market assessment; however, a MiFID II 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.

UK MIFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance Sourcebook 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.

FINAL TERMS

Final Terms dated 18 November 2025

First Abu Dhabi Bank PJSC

Legal entity identifier (LEI): 2138002Y3WMK6RZS8H90

Issue of EUR 850,000,000 3.1201 per cent. Notes due 2031

under the U.S.\$20,000,000,000

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 Conditions set forth in the Base Prospectus dated 10 July 2025, the first supplemental Base Prospectus dated 23 July 2025 and the second supplemental Base Prospectus dated 22 October 2025, which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). This document constitutes the Final Terms relating to the issue of Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information.

The Base Prospectus is available for viewing at the market news section of the London Stock Exchange website (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and during normal business hours at the registered offices of the Bank at FAB Building, Khalifa Business Park, Al Qurm District, P.O. Box 6316, Abu Dhabi, United Arab Emirates and the Fiscal Agent at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, United Kingdom.

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  1. Issuer: First Abu Dhabi Bank PJSC 2. (i) Series Number: 183 (ii) Tranche Number: 1 (iii) Date on which the Notes become fungible: Not Applicable 3. Specified Currency or Currencies: Euro ("EUR") 4. Aggregate Principal Amount: (i) Series: EUR 850,000,000 (ii) Tranche: EUR 850,000,000 5. Issue Price: 100 per cent. of the Aggregate Principal Amount 6. (i) Specified Denominations: EUR 100,000 and integral multiples of EUR 1,000 thereafter (ii) Calculation Amount: EUR 1,000 7. (i) Issue Date: 20 November 2025 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 20 February 2031 9. Interest Basis: 3.1201 per cent. Fixed Rate 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their principal amount. 11. Change of Interest or Redemption/Payment Basis: Not Applicable 12. Put/Call Options: Not Applicable

  2. (i) Status of the Notes: Senior

(ii) Date Board approval for issuance of Notes obtained: Not Applicable

(iii) Date UAE Central Bank approval for issuance of Subordinated Notes obtained: Not Applicable

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

  1. zFixed Rate Note Provisions Applicable

(i) Rate of Interest: 3.1201 per cent. per annum payable annually in

arrear

(ii) Interest Payment Date(s): 20 February in each year commencing on 20

February 2026, subject to adjustment in accordance with the Business Day Convention

set out in (viii) below

There will be a short first interest period (the "Short First Interest Period") in respect of the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the Interest Payment Date falling on

20 February 2026

(iii) First Interest Payment Date: 20 February 2026

(iv) Fixed Coupon Amount: EUR 31.201 per Calculation Amount other than

in respect of the Short First Interest Period

(v) Broken Amount(s): In respect of the Short First Interest Period, EUR

7.8643617 per Calculation Amount, payable on the Interest Payment Date falling on 20 February

2026

(vi) Day Count Fraction: Actual/Actual (ICMA)

(vii) Determination Dates: 20 February in each year

(viii) Business Day Convention: Following Business Day Convention

  1. Floating Rate Note Provisions Not Applicable

  2. Zero Coupon Note Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

  1. Call Option Not Applicable

  2. Put Option Not Applicable

  3. Final Redemption Amount of each Note 100 per cent. of their principal amount

  4. Early Redemption Amount Applicable

Early Redemption Amount(s) of each Note payable on redemption for taxation

reasons or on event of default:

EUR 1,000 per Calculation Amount

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GENERAL PROVISIONS APPLICABLE TO THE NOTES

  1. Form of Notes: Registered Notes:

Global Registered Note exchangeable for Individual Registered Notes in the limited circumstances specified in the Global Registered

Note.

  1. Additional Financial Centre(s): London

  2. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No

  3. RMB Settlement Centre(s): Not Applicable

  4. RMB Currency Event: Not Applicable

  5. Relevant Currency for Condition 11(k)/12(d): Not Applicable

  6. Relevant Spot Rate Screen Pages for Condition 11(k)/12(d):

(i) Relevant Spot Rate Screen Page (Deliverable Basis): Not Applicable

(ii) Relevant Spot Rate Screen Page (Nondeliverable Basis): Not Applicable

  1. Party responsible for calculating the Spot Rate for Condition 11(k)/12(d):

Not Applicable

29. THIRD PARTY INFORMATION

Not Applicable

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Signed on behalf of First Abu Dhabi Bank PJSC:

By:

Duly Authorised

By:

Duly Authorised

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PART B – OTHER INFORMATION

1. LISTING

(i) Listing and admission to trading: Application has been made by the Bank (or on its

behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market with effect from on or about 20 November 2025.

(ii) Estimate of total expenses related

to admission to trading:

GBP 6,350

2. RATINGS

Ratings: The Notes to be issued are expected to be rated:

Fitch: AA-

Moody's Cyprus: Aa3

S&P: AA-

Fitch is established in the United Kingdom and registered under Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the

EUWA.

Each of Moody's Cyprus and S&P are established in the European Economic Area and is registered under Regulation (EC) No.

1060/2009 (as amended).

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers 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, the Bank and its affiliates in the ordinary course of business for which they may receive fees.

4. SUSTAINABLE NOTES, TRANSITION FINANCE NOTES AND REASONS FOR THE OFFER

(i) Sustainable Notes: Yes, Green Notes

(ii) Transition Finance Notes: No

(iii) Reasons for the Offer: The net proceeds of the issuance of the Notes

will be used to fund or refinance, in whole or in part, Eligible Projects in eligible categories which are defined in the Bank's

Sustainable Finance Framework.

The Bank has broadly defined the eligible categories in accordance with the Green Bond Principles promulgated by the International

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Capital Market Association. Eligible categories include:

  • Renewable energy;
  • Energy efficiency;
  • Green buildings;
  • Pollution prevention and control;
  • Clean transportation;
  • Sustainable water and wastewater management;
  • Climate change adaptation;
  • Sustainable management of living natural resources;
  • Terrestrial and aquatic biodiversity conversation; and
  • Circular economy.

Up to 100 per cent. of the proceeds may be applied to refinance existing Eligible Projects within the eligible categories that are currently funded by the Bank. Proceeds used for refinancing eligible projects will be substituted in favour of funding new eligible projects within eligible categories as and when these become funded by the Bank.

The Bank expects that the proceeds will be allocated to eligible projects within the Middle East region. However, given the nature of the Bank's business and the international operations of the Bank's clients, the proceeds may be used globally without geographical restriction.

Where any portion of the proceeds has not been applied to finance Eligible Projects within eligible categories the proceeds may be invested according to local liquidity management guidelines pending investment in Eligible Projects.

5. ESTIMATED NET PROCEEDS

EUR 849,970,000

  1. YIELD

Indication of yield:

  1. U.S. SELLING RESTRICTIONS

3.122 per cent. per annum

Regulation S Compliance Category 2; TEFRA not applicable

  1. OPERATIONAL INFORMATION

ISIN:

XS3019876179

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Common Code: 301987617

CFI: DTFXFB

See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

FISN: FIRST ABU DHABI/3.1201EMTN 20310220

See the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN

Names and addresses of additional Paying Agent(s) (if any):

Not Applicable

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant addressees and identification number(s):

Not Applicable

Delivery: Delivery against payment

9. DISTRIBUTION

(i) Method of distribution: Syndicated

(A) If syndicated, names of Managers:

Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, First Abu Dhabi Bank PJSC, HSBC Bank plc, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch, Société Générale and Standard Chartered Bank

  • (B) Stabilisation Manager(s) (if any):
  • Standard Chartered Bank
  • (ii) Prohibition of Sales to EEA Retail Investors: Not Applicable
  • (iii) Prohibition of Sales to United Kingdom Retail Investors: Not Applicable
  • (iv) If non-syndicated, name of relevant Dealer: Not Applicable

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