FOURTH BASE PROSPECTUS SUPPLEMENT DATED
29 JANUARY 2025
TO THE BASE PROSPECTUS DATED 18 MARCH 2024
QNB Finance
Ltd
(an exempt company
incorporated in the Cayman Islands with limited
liability)
U.S.$22,500,000,000
Medium Term Note
Programme
guaranteed by
Qatar National Bank
(Q.P.S.C.)
(incorporated as a Qatari
Public Shareholding Company)
This base prospectus supplement (this
"Base Prospectus
Supplement"), which constitutes a supplementary prospectus
for the purposes of Article 23 of Regulation (EU) 2017/1129 as it
forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), is
supplemental to, and should be read in conjunction with, the base
prospectus dated 18 March 2024 as supplemented by the (i) first
base prospectus supplement dated 18 April 2024,(ii) second base
prospectus supplement dated 11 July 2024 and (iii) third base
prospectus supplement dated 10 October 2024 (together, the
"Base Prospectus") and is
prepared in connection with the U.S.$22,500,000,000 Medium Term
Note Programme (the "Programme") established by QNB Finance
Ltd (the "Issuer") and
guaranteed by Qatar National Bank (Q.P.S.C.) ("QNB" or the "Guarantor"). Terms defined in the Base
Prospectus shall, unless the context otherwise requires, have the
same meaning when used in this Base Prospectus Supplement. To the
extent that there is any inconsistency between any statement in
this Base Prospectus Supplement and any statement in the Base
Prospectus, the statements in this Base Prospectus Supplement will
prevail.
Investors should be aware of their rights under
Article 23(2) of the UK Prospectus Regulation. In accordance with
Article 23(2) of the UK Prospectus Regulation, investors who have
agreed to purchase or subscribe for Notes before this Base
Prospectus Supplement is published have the right, exercisable
before the end of the period of two working days beginning with the
working day after the date on which this Base Prospectus Supplement
is published, to withdraw their acceptances, which right shall
therefore expire at the close of business on 31 January 2025.
Investors wishing to withdraw their acceptances should contact
their brokers for details of how to exercise this right.
The Base Prospectus and this Base Prospectus
Supplement can be viewed on the website of the Regulatory News
Service operated by the London Stock Exchange plc at https://www.londonstockexchange.com/news?tab=news-explorer
This Base Prospectus Supplement has been
approved by the United Kingdom Financial Conduct Authority (the
"FCA"), as competent
authority under the UK Prospectus Regulation.
The purpose of this Base Prospectus Supplement
is to incorporate by reference into the Base
Prospectus the (i) Guarantor's audited consolidated financial
statements as at, and for the year ended, 31 December 2024 (the
"Guarantor FY 2024 Financial
Statements"); and (ii) Issuer's audited financial statements
as at, and for the year ended, 31 December 2024 (the "Issuer FY 2024 Financial
Statements").
IMPORTANT NOTICES
The Issuer and the Guarantor each accepts
responsibility for the information contained in this Base
Prospectus Supplement. To the best of the knowledge of the Issuer
and the Guarantor, the information contained in this Base
Prospectus Supplement is in accordance with the facts and this Base
Prospectus Supplement makes no omission likely to affect its
import.
To the extent that there is any inconsistency
between any statement in or incorporated by reference into the Base
Prospectus by this Base Prospectus Supplement and any other
statement in or incorporated by reference in the Base Prospectus,
the statements in or incorporated by reference into the Base
Prospectus by this Base Prospectus Supplement will
prevail.
Save as disclosed in this Base Prospectus
Supplement or in any document incorporated by reference in this
Base Prospectus Supplement, no other significant new factor,
material mistake or inaccuracy relating to information included in
the Base Prospectus has arisen or been noted, as the case may be,
since the publication of the Base Prospectus.
The web links included in this Base Prospectus
Supplement are included for information purposes only and, other
than in relation to the Guarantor FY 2024 Financial Statements and
the Issuer FY 2024 Financial Statements which are incorporated by
reference into the Base Prospectus, the websites and their content
are not incorporated into, and do not form part of, this Base
Prospectus Supplement or the Base Prospectus.
UPDATES TO THE BASE
PROSPECTUS
With effect from the date of this Base
Prospectus Supplement:
(a)
the Guarantor FY 2024 Financial Statements, which were published
via the Regulatory News Service of the London Stock Exchange plc on
28 January 2025 and which have been (1) previously published and
(2) filed with the FCA, shall be incorporated in, and form part of,
the Base Prospectus;
(b) the
Issuer FY 2024 Financial Statements, which were published via the
Regulatory News Service of the London Stock Exchange plc on 28
January 2025 and which have been (1) previously published and (2)
filed with the FCA, shall be incorporated in, and form part of, the
Base Prospectus;
(c)
copies of the Guarantor FY 2024 Financial Statements can be viewed
on the website of the London Stock Exchange plc at the following
web link:
https://www.rns-pdf.londonstockexchange.com/rns/0078V_1-2025-1-28.pdf
(d) copies
of the Issuer FY 2024 Financial Statements can be viewed on the
website of the London Stock Exchange plc at the following web
link:
https://www.rns-pdf.londonstockexchange.com/rns/0074V_1-2025-1-28.pdf
(e)
for the avoidance of doubt, any documents incorporated by reference
in the Guarantor FY 2024 Financial Statements or the Issuer FY 2024
Financial Statements shall not form part of this Base Prospectus
Supplement or the Base Prospectus;
(f)
paragraph (6) under the section "General Information" of the Base
Prospectus shall be updated with the following wording:
"There has been no significant change in the
financial performance or financial position of the Guarantor or of
the QNB Group since 31 December 2024 and there has been no material
adverse change in the prospects of the Guarantor or of the QNB
Group since 31 December 2024. There has been no significant change
in the financial performance or financial position of the Issuer
since 31 December 2024 and there has been no material adverse
change in the prospects of the Issuer since 31 December 2024.";
and
(g)
each reference in this Base Prospectus Supplement and the Base
Prospectus to the "Base Prospectus" shall be read and construed as
a reference to the Base Prospectus as supplemented by this Base
Prospectus Supplement.
