FAB Sukuk Company Limited USD 650,000,000 3.625% 5-Mar-2023 - Final Terms

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1. 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 Certificates has led to the conclusion that: (i) the target market for the Certificates 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 Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (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 Certificates (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. APPLICABLE FINAL TERMS Final Terms dated 1 March 2018 FAB Sukuk Company Limited Issue of U.S.$650,000,000 Trust Certificates due 2023 under the U.S.$2,500,000,000 Trust Certificate Issuance Programme PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 December 2017 and the supplemental Base Prospectus dated 30 January 2018 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, including any relevant implementing measure in a relevant Member State of the European Economic Area) (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus (including any supplement thereto). Full information on the Trustee, the Bank and the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing in accordance with Article 14 of the Prospectus Directive at the market news section of the London Stock Exchange website (http: www.londonstockexchange.com/exchange/news/market-news/market-news-home.html) and during normal business hours at the registered offices of the Bank at FAB Building, Khalifa Business Park – Al Qurm District, P.O. Box 6316, Abu Dhabi, United Arab Emirates and the Principal Paying Agent at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom. 1. (i) Trustee: FAB Sukuk Company Limited (ii) Bank: First Abu Dhabi Bank PJSC 2. Series Number: 1 3. Specified Currency: U.S. dollars (U.S.$) 4. Aggregate Face Amount of Series: U.S.$650,000,000 5. (i) Issue Price: 99.905 per cent. of the Aggregate Face Amount (ii) Murabaha Investment Amount: U.S.$291,882,500 (iii) Initial Wakala Investment Amount: U.S.$357,500,000 (i) Specified Denominations: U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (ii) Calculation Amount: U.S.$1,000 6. 0013035-0001317 DB:12805666.3 1
2. 7 . Issue Date: 5 March 2018 8. (i) Return Accrual Commencement Date: Issue Date (ii) Scheduled Dissolution Date: 5 March 2023 9. Periodic Distribution Amount Basis: 3.625 per cent. Fixed Periodic Distribution Amount 10. Dissolution Basis: Subject to any purchase and cancellation or early redemption, the Certificates will be redeemed at 100 per cent. of this Aggregate Face Amount 11. Call Option: Not Applicable 12. Date Board approval for issuance of Certificates obtained: 28 February 2018 in the case of the Trustee 31 January 2017 in the case of the Bank 13. Status: Senior PROVISIONS RELATING TO PERIODIC DISTRIBUTIONS PAYABLE 14. Periodic Distribution Provisions (i) Profit Rate: 3.625 per cent. per annum payable semi-annually in arrear (ii) Periodic Distribution Dates: 5 March and 5 September in each year up to and including the Scheduled Dissolution Date (iii) Fixed Amount: U.S.$18.125 per Calculation Amount (iv) Broken Amount: Not Applicable (v) Day Count Fraction: 30/360 (vi) Profit Rate Determination Date(s): Not Applicable (viii) Business Day Convention: Following Business Day Convention PROVISIONS RELATING TO DISSOLUTION 15. Optional Dissolution Right: Not Applicable 16. Certificateholder Put Option: Not Applicable 17. Dissolution Distribution Amount of each Certificate: U.S.$1,000 per Calculation Amount 18. Early Dissolution Amount (Tax) of each Certificate (following early dissolution for tax reasons): U.S.$1,000 per Calculation Amount Notice period: Minimum Notice Period: 30 days Maximum Notice Period: 60 days GENERAL PROVISIONS APPLICABLE TO THE CERTIFICATES 19. Form of Certificates: Registered Certificates Global Certificate exchangeable for Certificates in definitive registered form in the limited circumstances specified in the Global Certificate 0013035-0001317 DB:12805666.3 2
3. 20 . Additional Financial Centre(s) relating to payment: Not Applicable 21. Details of Transaction Account: FAB Sukuk Company Limited Transaction Account No; 18807868 for Series No.: 1 0013035-0001317 DB:12805666.3 3
6. PART B – OTHER INFORMATION 1. 2. LISTING AND ADMISSION TO TRADING (i) Listing and admission to trading: Application has been made by the Trustee (or on its behalf) for the Certificates to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from 5 March 2018. (ii) Estimate of total expenses related to admission to trading; £3,650 RATINGS Ratings: The Certificates to be issued have been rated: Fitch: AAMoody's: Aa3 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as the Trustee and the Bank are aware, no person involved in the offer of the Certificates has an interest material to the offer. The 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. PROFIT RATE Indication of profit rate: 3.646 per cent. per annum The profit rate is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future profit or return. 5. OPERATIONAL INFORMATION (i) ISIN: XS1772752710 (ii) Common Code: 177275271 (iii) Names and addresses of additional Paying Agent(s) or Calculation Agent (if any): Not Applicable (iv) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): Not Applicable (v) Delivery: Delivery against payment 0013035-0001317 DB:12805666.3 5