First Abu Dhabi BankADX: FAB

Issuer Document

· MarketScreener
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 (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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 the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, 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. PROHIBITION OF SALES TO UK 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 United Kingdom. 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 European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of 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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. 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 or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. UK MIFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of themanufacturer'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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels. FINAL TERMS

Final Terms dated 28 October 2025

First Abu Dhabi Bank PJSC Legal entity identifier (LEI): 2138002Y3WMK6RZS8H90 Issue of U.S.$ 85,000,000 Floating Rate Notes due April 2031 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 (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. This document constitutes the Final Terms relating to the issue of Notes described herein and must be read in conjunction with the Base Prospectus and its supplement in order to obtain all the relevant information.

The Base Prospectus and the supplemental Base Prospectus are available for viewing at the market news section of the London Stock Exchange website (https://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.

  1. Issuer: First Abu Dhabi Bank PJSC

  2. (i) Series Number: 176

    1. Tranche Number: 1

    2. Date on which the Notes become fungible:

      Not Applicable

  3. Specified Currency or Currencies: United States Dollars ("U.S.$")

  4. Aggregate Principal Amount:

    1. Series: U.S.$ 85,000,000

    2. Tranche: U.S.$ 85,000,000

  5. Issue Price: 100 per cent. of the Aggregate Principal Amount

  6. (i) Specified Denominations: U.S.$ 200,000

    1. Calculation Amount: U.S.$ 1,000

7.

(i)

Issue Date:

30 October 2025

(ii)

Interest Commencement Date:

Issue Date

  1. Maturity Date: 30 April 2031

  2. Interest Basis: SOFR + 0.90 per cent. Floating Rate

  3. 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.

  4. Change of Interest or Not Applicable Redemption/Payment Basis:

  5. Put/Call Options: Not Applicable

  6. (i) Status of the Notes: Senior

    1. Date Board approval for issuance of Notes obtained:

      Not Applicable

    2. Date of UAE Central Bank approval for issuance of Subordinated Notes obtained:

      Not Applicable

      PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
  7. Fixed Rate Note Provisions Not Applicable
  8. Floating Rate Note Provisions Applicable

    1. Specified Period: Quarterly

    2. Specified Interest Payment Dates:

      30 January, 30 April, 30 July and 30 October in each year, subject to adjustment in accordance with the Business Day Convention set out in (iv) below

    3. First Interest Payment Date: 30 January 2026

    4. Business Day Convention: Modified Following Business Day Convention

    5. Additional Business Centre(s): Hong Kong, London and New York

    6. Manner in which the Rate(s) of Interest is/are to be determined:

      Screen Rate Determination Referencing SOFR or SONIA

    7. Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Fiscal Agent):

      Not Applicable

    8. Screen Rate Determination not Referencing SOFR or SONIA:

      Not Applicable

    9. Screen Rate Determination Referencing SOFR or SONIA:

      Applicable

      • Reference Rate: SOFR

      • Interest Determination Date(s):

        The fifth Business Day immediately preceding the Interest Payment Date for each Interest Period (or immediately preceding such earlier date, if any, on which the Notes are due and payable)

      • Calculation Method: Compounded Daily

      • Observation Method: Observation Shift

      • Observation Look-Back Period:

      • Effective Interest Payment Date:

        5 U.S. Government Securities Business Days Not Applicable

      • Rate Cut-off Date: Not Applicable

      • Relevant Number: Not Applicable

      • D: 360

      • Relevant Screen Page: Not Applicable

      • Relevant Time: Not Applicable

      • Relevant Financial Centre:

        New York

    10. Margin(s): +0.90 per cent. per annum

    11. Minimum Rate of Interest: Not Applicable

    12. Maximum Rate of Interest: Not Applicable

    13. Day Count Fraction: Actual/360

      with the Calculation Period being subject to adjustment in accordance with the Business Day Convention set out in (iv) above

    14. Linear Interpolation: Not Applicable

    15. Benchmark Replacement fall back:

    Condition 8(f)(2) (ARRC) is applicable

  9. Zero Coupon Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION
  10. Call Option Not Applicable
  11. Put Option Not Applicable
  12. Final Redemption Amount of each Note

    100 per cent. of their principal amount

  13. Early Redemption Amount Applicable Early Redemption Amount(s) of each

    Note payable on redemption for taxation U.S.$ 1,000 per Calculation Amount reasons or on event of default:

    GENERAL PROVISIONS APPLICABLE TO THE NOTES

  14. Form of Notes: Registered Notes:

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

  15. Additional Financial Centre(s): Hong Kong, London and New York

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

  17. RMB Settlement Centre(s): Not Applicable

  18. RMB Currency Event: Not Applicable

  19. Relevant Currency for Condition 11(k)/12(d):

    Not Applicable

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

    Not Applicable

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

    Not Applicable

  22. THIRD PARTY INFORMATION

Not Applicable



Signed on behalf of First Abu Dhabi Bank PJSC:



By:

By:

Duly Authorised Duly Authorised

PART B - OTHER INFORMATION
  1. LISTING

    1. Listing and admission to trading:

      Application is expected to be made by the Bank (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from the Issue Date.

    2. Estimate of total expenses related to admission to trading:

      GBP 3,175

  2. RATINGS

    Ratings: The Notes to be issued are expected to be rated S&P: AA-

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

    Save for any fees payable to the Dealer, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its 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 AND REASONS FOR THE OFFER

    1. Sustainable Notes: No

    2. Transition Finance Notes: No

    3. Reasons for the offer: See "Use of Proceeds" in the Base Prospectus

  5. ESTIMATED NET PROCEEDS

    U.S.$ 65,000,000

  6. YIELD

    Indication of yield: Not Applicable

  7. U.S. SELLING RESTRICTIONS Regulation S Compliance Category 2; TEFRA

    not applicable

  8. OPERATIONAL INFORMATION

    ISIN: XS3220670973

    Common Code: 322067097

    CFI: 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: 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

    1. Method of distribution: Non-syndicated

      1. If syndicated, names of Managers:

        Not Applicable

      2. Stabilisation Manager(s) (if any):

        Not Applicable

    2. Prohibition of Sales to EEA Retail Investors:

      Applicable

    3. Prohibition of Sales to United Kingdom Retail Investors:

      Applicable

    4. If non-syndicated, name of relevant Dealer:

HSBC Bank plc, Australia and New Zealand Banking Group Limited

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