Prospectus

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Electronic versions of the base prospectuses and the related documents (the “Materials”) relating to Investment Corporation of Dubai’s (“ICD”) Euro Medium Term Note Programme (the “EMTN Programme”) and its Trust Certificate Issuance Programme (the “Sukuk Programme”) that you are seeking to access are being made available on this webpage by ICD solely for the purposes of complying with the Regulation (EU) 2017/1129. Please note that the disclaimer set out below may be altered or updated and so you should ensure that you read it in full each time you visit this webpage and before reading, accessing or making any other use of the Materials. In accessing the Materials, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information as a result of such access.

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (WITH ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY, THE “UNITED STATES”), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

NOTHING IN THE MATERIALS CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THE SECURITIES DESCRIBED IN THE MATERIALS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY ICD IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY. YOU MAY ONLY ACCESS THESE MATERIALS IF YOU ARE ENTITLED TO DO SO UNDER APPLICABLE LAWS, REGULATIONS AND DIRECTIVES IN RELEVANT JURISDICTIONS.

Certain restrictions
Viewing the Materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view such Materials. Any person who wishes to view these Materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

These Materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada and Japan or in any jurisdiction in which such offers, sales or solicitation are unlawful. The securities mentioned in the Materials have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.

In respect of the Materials relating to the EMTN Programme only, in the United Kingdom, such Materials are only addressed to and directed at persons who fall within one of the following categories: (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); (b) certain high value persons and entities who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; or (c) any other person to whom it may lawfully be communicated (all such persons together being referred to, for the purposes of this paragraph, as “Relevant Persons”). The Materials must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which the Materials relate is available only to Relevant Persons in the United Kingdom, and will only be engaged in with such persons.

In respect of the Materials relating to the Sukuk Programme only, in the United Kingdom, such Materials are only addressed to and directed at: (A) if the distribution of the Materials (whether or not the securities that are the subject of the Materials are “alternative finance investment bonds” (“AFIBs”) within the meaning of Article 77A of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2010) is effected by a person who is not an authorised person under the Financial Services and Markets Act 2000 (the “FSMA”), only the following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the Financial Promotion Order; (ii) persons falling within any of the categories of persons described in Article 49 (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order; and (iii) any other person to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order; and (B) if the securities that are the subject of the Materials are not AFIBs and the distribution of the Materials is effected by a person who is an authorised person under the FSMA, only the following persons: (i) persons falling within one of the categories of Investment Professional as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the “Promotion of CISs Order”); (ii) persons falling within any of the categories of person described in Article 22 (High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order; and (iii) any other person to whom it may otherwise lawfully be promoted (all such persons together being referred to, for the purposes of this paragraph, as “Relevant Persons”).

Persons into whose possession the Materials on this webpage may come must inform themselves about, and observe, any such restrictions on the distribution of such Materials. Please also see the selling and transfer restrictions set out in these Materials.

Access is granted to the Materials on the basis that you are a person into whose possession the Materials may be lawfully delivered in accordance with the laws of jurisdiction in which you are located. You are responsible for compliance with these requirements. If you are not permitted to view Materials on this webpage or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be downloaded, released or otherwise forwarded, distributed or sent to any other person, whether orally, in writing or by any other means, in or into the United States, Australia, Canada, Japan or any other jurisdiction where to do so would breach applicable local law or regulation. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada or Japan. Any downloading, forwarding, distribution or reproduction of the Materials in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

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