ADNOC Murban

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YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS TO THE MATERIALS

ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.

THE MATERIALS ON THIS PORTION OF THE WEBSITE MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BASE OFFERING MEMORANDUM MAY ONLY BE ACCESSED ON THIS WEBSITE BY NON-U.S. PERSONS IN CONNECTION WITH AN "OFFSHORE TRANSACTION" AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS ("QIBs") IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE BASE OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

THIS MATERIAL IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS MATERIAL, WHICH HAS BEEN PREPARED IN RELATION TO ADNOC MURBAN RSC LTD (THE “ISSUER”) MAY BE AMENDED OR SUPPLEMENTED.

You may not reproduce any part of the contents of this site

You agree that you will not copy, print, download, record, distribute or re-transmit, in whole or in part, the base international offering memorandum (“OM”), pricing statement or any other press announcements and materials made available on this website (together, the “Materials”). You are advised to read this disclaimer carefully before clicking on the AGREE button below and accessing and viewing the Materials. In accessing the Materials you agree to be bound by the following terms and conditions.

You understand that you should refer to the final offering documents for further and more complete information about any offering and any securities to be sold in any offering. You are reminded that any acquisition of securities in any proposed offering must be made solely on the basis of information contained in the offering documents to be published by the Issuer in connection with any proposed offering, which may be different from the information contained in the Materials.

The documentation on this site contains forward-looking statements involving risks, uncertainties and other factors that may cause actual results to differ

Certain statements contained in the Materials are “forward-looking statements”. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Many of these risks and uncertainties relate to factors that are beyond the Issuer’s ability to control or estimate precisely.

Forward-looking statements contained in the Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. The Issuer does not undertake any obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements.

IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Materials under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.

United States

Notes may be offered or sold within the United States only to QIBs in reliance on Rule 144A under the Securities Act. There will be no public offering of notes in the United States.

United Kingdom

The Materials have been prepared on the basis that any offer of notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 in the United Kingdom (the "EUWA").

Unless the pricing supplement in respect of any notes specifies the "Prohibition of Sales to UK Retail Investors" as "Not Applicable", the notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the UK. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering, selling or distributing the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Unless the pricing supplement in respect of any notes specifies the "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each person in the UK who receives any communication in respect of, or who acquires any notes under, the offers to the public contemplated in the Materials, or to whom the notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed that it and any person on whose behalf it acquires notes is not a "retail investor" (as defined above).

European Economic Area
The Materials have been prepared on the basis that any offer of notes in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).
Unless the pricing supplement in respect of any notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", the notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold or otherwise made available to any retail investors in the 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 (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client, as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering, selling or distributing 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 EU PRIIPs Regulation.
Unless the pricing supplement in respect of any notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each person in a Member State of the EEA who receives any communication in respect of, or who acquires any notes under, the offers to the public contemplated in the Materials, or to whom the notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed that it and any person on whose behalf it acquires notes is not a "retail investor" (as defined above).

UAE (excluding the Abu Dhabi Global Market and the Dubai International Financial Centre)
The notes to be issued pursuant to the Materials have not been and will not be offered, sold or publicly promoted or advertised by it in the UAE other than in compliance with any laws applicable in the UAE governing the issue, offering and sale of securities.

Abu Dhabi Global Market
The Materials are for distribution only to persons who (a) are outside the Abu Dhabi Global Market ("ADGM"), or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the Financial Services and Markets Regulations 2015 ("FSMR")), or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons" for the purposes of this paragraph). The Materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
The offer document pursuant to the Materials is an "Exempt Offer" as prescribed under, and in accordance with, the Market Rules of the ADGM Financial Services Regulatory Authority. The Materials are intended for distribution only to persons of a type specified in the Market Rules. They must not be delivered to, or relied on by, any other person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved the Materials nor taken steps to verify the information set out in it, and has no responsibility for it. The notes to which this Exempt Offer relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of the Materials you should consult an authorised financial advisor.

Dubai International Financial Centre
The Materials are for distribution only to persons who (a) are outside the Dubai International Financial Centre, (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the Dubai Financial Services Authority ("DFSA") Conduct of Business Module or (c) are persons to whom an invitation or inducement in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons" for the purposes of this paragraph). The Materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Materials relate are available only to relevant persons and will be engaged in only with relevant persons.
The Materials relate to an "Exempt Offer" as prescribed under, and in accordance with, the Markets Rules of the DFSA. The Materials are intended for distribution only to persons of a type specified in the Market Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved the Materials nor taken steps to verify the information set forth herein and has no responsibility for the Materials. The notes to which the Materials relate may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the notes offered should conduct their own due diligence on the notes. If you do not understand the contents of the Materials you should consult an authorised financial advisor.

Kingdom of Saudi Arabia
The Materials may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of the Materials, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of the Materials, you should consult an authorised financial adviser.

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