Doha Bank Q P S C : Finance Limited - Bank Q.P.S.C. - Supplementary Prospectus

SUPPLEMENTARY PROSPECTUS DATED 30 JUNE 2023

TO THE BASE PROSPECTUS DATED 16 DECEMBER 2022

DOHA FINANCE LIMITED

(an exempted company incorporated in the Cayman Islands with limited liability)

DOHA BANK Q.P.S.C.

(a Qatari public shareholding company incorporated under the Commercial Companies Law No. (11) of

2015)

U.S.$2,000,000,000

Euro Medium Term Note Programme

unconditionally and irrevocably guaranteed in the case of Notes issued by Doha Finance Limited by Doha

Bank Q.P.S.C.

This base prospectus supplement (the "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 16 December 2022 (the "Base Prospectus"), and is prepared in connection with the U.S.$2,000,000,000 Medium Term Note Programme (the "Programme") established by Doha Finance Limited and Doha Bank Q.P.S.C. (each, an "Issuer" and together, the "Issuers") and guaranteed by Doha Bank Q.P.S.C. (the "Bank" or the "Guarantor"). Terms defined in the Base Prospectus have the same meaning when used in this Base Prospectus Supplement.

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.

Purpose of the Base Prospectus Supplement

The purpose of this Base Prospectus Supplement is:

1. to incorporate by reference the annual consolidated financial statements of the Bank as at and for the twelve month period ended 31 December 2022 (the "2022 Annual Financial Statements");
2. to incorporate by reference the reviewed quarterly financial statements of the Bank as at and for the three month period ended 31 March 2023 (the "2023 First Quarter Financial Statements");
3. to update the significant change statement and the material adverse change statement set out in the Base Prospectus;
4. add a new statement in the "Important Information" section of the Base Prospectus to reflect the establishment by the Bank of its sustainable finance framework (the "Sustainable Finance Framework");
5. update part of the disclosure in the "Risk Factors" section of the Base Prospectus to reflect (i) updated financial information; and (ii) the establishment by the Bank of its Sustainable Finance Framework;
6. update the "Use of Proceeds" section of the Base Prospectus (and make a corresponding update to the "Use of Proceeds" paragraph in the Final Terms and the Pricing Supplement) to reflect the establishment by the Bank of its Sustainable Finance Framework;
7. update the disclosure in the "Description of Doha Bank Q.P.S.C." section of the Base Prospectus to
8. 1. reflect certain recent changes to the members of the board; (ii) correct certain errors contained

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therein; (iii) update certain financial disclosures for the financial year ended 31 December 2022; and

1. (iv) reflect the establishment by the Bank of its Sustainable Finance Framework;

2. update the disclosure in the "Selected Financial Information" section of the Base Prospectus to reflect the net interest margin and cost to income ratio figures calculated on the basis of the Bank's full year results for 2022; and
3. to generally update references to the "Base Prospectus" to be references to the "Base Prospectus as supplemented by this Base Prospectus Supplement"; see paragraph 10 below.

Updates of the Base Prospectus

From the date of this Base Prospectus Supplement:

1. 2022 Annual Financial Statements

1. the 2022 Annual Financial Statements, which has been published via the Regulatory News Service of the London Stock Exchange plc on 19 February 2023 and which has been (1) previously published and (2) filed with the FCA, shall be incorporated in, and form part of, the Base Prospectus;
2. a copy of the 2022 Annual Financial Statements can be viewed on the website of the London Stock Exchange plc at the following web link:https://data.fca.org.uk/artefacts/NSM/Portal/NI-000068764/NI-000068764.pdf;and
3. for the avoidance of doubt, any documents incorporated by reference in the 2022 Annual Financial Statements shall not form part of this Base Prospectus Supplement or the Base Prospectus.

2. 2023 First Quarter Financial Statements

1. the 2023 First Quarter Financial Statements, which has been published via the Regulatory News Service of the London Stock Exchange plc on 26 April 2023 and which has been (1) previously published and (2) filed with the FCA, shall be incorporated in, and form part of, the Base Prospectus;
2. a copy of the 2023 First Quarter Financial Statements can be viewed on the website of the London Stock Exchange plc at the following web link:https://data.fca.org.uk/artefacts/NSM/Portal/NI-000076733/NI-000076733.pdf;and
3. for the avoidance of doubt, any documents incorporated by reference in the 2023 First Quarter Financial Statements shall not form part of this Base Prospectus Supplement or the Base Prospectus.

3. Significant or Material Change Statements

3.1 the paragraph headed "Significant or Material Change" under the section "General Information" of the Base Prospectus shall be deleted in its entirety and replaced with the following wording:

"There has been no significant change in the financial performance or financial position of Doha Finance and there has been no material adverse change in the prospects of Doha Finance since 31 December 2022.

There has been no significant change in the financial performance or financial position of the Bank or the Group since 31 March 2023 and no material adverse change in the prospects of the Bank or the Group since 31 December 2022."

4. Important Information

4.1 a new paragraph shall be added immediately after the seventh paragraph of the section headed "Important Information", on page 2 of the Base Prospectus for the purpose of updating the statements contained therein to reflect the establishment by the Bank of its Sustainable Finance Framework:

"Neither the Arranger, nor any Dealer, nor any of their respective directors, affiliates, advisers or agents make any representation or provide any assurance as to the suitability of any Green Bonds, Social Bonds or Sustainability Bonds (each as defined herein), including the listing or

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admission to trading thereof on any dedicated "green", "environmental", "sustainable", "social" or other equivalently-labelled segment of any stock exchange or securities market, or to fulfil any green, social, environmental or sustainability criteria required by any prospective investors. Neither the Arranger, nor the Dealers, nor any of their respective directors, affiliates, advisers or agents has undertaken, nor are they responsible for, any assessment of the eligibility criteria for Eligible Assets (as defined herein), any verification of whether the Eligible Assets meet such criteria, the monitoring of the use of proceeds of any Green Bonds, Social Bonds or Sustainability Bonds (or amounts equal thereto) or the allocation of the proceeds by the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) Bank to particular Eligible Assets. Prospective investors should have regard to the information set out in "Description of Doha Bank Q.P.S.C. - Environmental, Social and Governance (ESG)" below and determine for itself the relevance of such information for the purposes of an investment in Green Bonds, Social Bonds or Sustainability Bonds together with any other investigation it deems necessary. Neither the Arrangers, nor the Dealers, nor any of their respective directors, affiliates, advisers or agents make any representation as to the suitability or contents of the Sustainable Finance Framework (as defined herein), any second party opinion delivered in respect thereof or any public reporting by or on behalf of the relevant Issuer or the Guarantor (in the case of Guaranteed Notes) in respect of the application of the proceeds of any issue of Green Bonds, Social Bonds or Sustainability Bonds. Any such sustainability framework and/or second party opinion and/or public reporting will not be, nor shall be deemed to be, incorporated in and/or form part of this Base Prospectus."

5. Risk Factors

1. a new risk factor shall be added immediately after the last paragraph of the risk factor headed "The
   Bank's business may be adversely affected by economic conditions in Qatar and in the countries where the Group operates" on page 18 of the Base Prospectus for the purpose of updating the risk factors relating to the establishment by the Bank of its Sustainable Finance Framework
   "The Bank's business may be adversely affected by climate related risks
   Climate related risks, including transition and physical risks, may impact the Bank's assets and credit exposures. Transition risks refer to the potential significant and rapid developments in the expectations of policymakers, regulators and society resulting in policy, regulatory and technological changes. Physical risks relate to specific weather-related events and longer term shifts in the climate. Those risks may cause the impairment of asset values, impact the creditworthiness of clients or lead to the disruption of business activity at clients or the Bank's (or its agencies') locations. If the Bank does not appropriately manage, evidence progress or adequately disclose those risks, this could also result in potential reputational damage or loss of customers and/or investors' confidence."
2. the first paragraph of the risk factor headed "Concentration of lending base and deposit base" on page 24 of the Base Prospectus shall be deleted and replaced in its entirety with the following, for the purpose of correcting a typographical error in the existing disclosure:
   "As at 30 September 2022 and 31 December 2021, the Bank's 20 largest borrowers accounted for 38.68 per cent. and 44.37 per cent., respectively, of the Bank's gross loan portfolio. In addition, the
   Bank has some significant sector exposures. For example, as at 30 September 2022 and 31
   December 2021, the Bank's exposure to the real estate sector amounted to 29.60 per cent. and 29.13 per cent. of its gross credit portfolio, respectively, and the Bank's exposure to the contracting sector amounted to 9.71 per cent. and 9.16 per cent. of its gross credit portfolio respectively. See "Selected Financial Information - Loans and Advances to Customers: Industry Concentration" for further information."
3. the final two sentences of the penultimate paragraph of the risk factor headed "The Bank is subject to the risk that liquidity may not be available or may only be available on unfavourable terms" on page 26 of the Base Prospectus shall be deleted and replaced in their entirety with the following, for the purpose of: (i) disclosing the most recently available financial information for the periods ending on 31 March 2023 and 31 December 2022 (as applicable); and (ii) updating the disclosure relating to changes to the calculation methodology for the Loan to Deposit Ratio and Liquidity Coverage Ratio promulgated by the Qatar Central Bank:
   "In September 2014, pursuant to circular no. 60/2014 dated 20/07/2014, the QCB implemented a requirement for banks to calculate their Loan to Deposit Ratio ("LDR"), which followed an earlier requirement, pursuant to circular no. 2/2014 dated 06/01/2014 and effective from January 2014, for

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banks to calculate their Liquidity Coverage Ratio ("LCR"). Pursuant to circular no. 9/2022 dated 14/02/2022, the QCB introduced a new calculation methodology for the LDR which was to apply to calculations of the LDR from 01 March 2022 onwards. Pursuant to circular no. 10/2022 dated 14/02/2022, the QCB introduced a new calculation methodology for the LCR which was to apply to calculations of the LCR following the expiry of the relevant grace period on (being 6 months after the date of publication of the circular (14 August 2022) or 12 months after the date of publication of the circular with respect to the liquidity coverage ratio in USD only (14 February 2023)). As at 31 March 2023, 31 December 2022, 31 December 2021 and 31 December 2020, the Bank's LDR was 107 per cent., 105 per cent., 124.45 per cent. and 118.88 per cent., respectively, which was above the recommended maximum LDR set by the QCB of 100 per cent., and the Bank's LCR was 173 per cent., 201 per cent., 166.93 per cent. and 99.61 per cent., respectively, which was above (or very close to) the recommended minimum LCR set by the QCB of 100 per cent."

5.4 two new risk factors shall be added immediately after the last paragraph of the risk factor headed

"The relevant Issuer's obligations under Subordinated Notes and the Guarantor's obligations under the Guarantee in respect of the Subordinated Notes are subordinated" on page 40 of the Base Prospectus for the purpose of updating the risk factors relating to the establishment by the Bank of its Sustainable Finance Framework:

"There can be no assurance that the use of proceeds of Notes identified as Green Bonds,

Social Bonds or Sustainability Bonds in the relevant Final Terms (or Pricing Supplement) will be suitable for the investment criteria of an investor

The Final Terms (or, in the case of Exempt Notes, the Pricing Supplement) relating to any specific Tranche of Notes may provide that such Notes will constitute Green Bonds, Social Bonds or

Sustainability Bonds (each as defined in the "Use of Proceeds" section below, and together, "Sustainable Bonds"). In such case, it will be the relevant Issuer's and (in the case of Guaranteed Notes) the Guarantor's intention to apply the net proceeds of such Notes to finance and/or refinance

Eligible Assets (as defined in the "Use of Proceeds" section below), comprising new or existing assets with environmental and/or social benefits. If the use of such proceeds is a factor in an investor's decision to invest in Notes, they should consider the disclosure in the "Use of Proceeds" section below and/or the applicable Final Terms (or, in the case of Exempt Notes, the Pricing Supplement) relating to such Notes, and consult with their legal or other advisers before making an investment decision.

There is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes or may be classified as, a "green", "social", "sustainable" or equivalently-labelled project or a loan that may finance such a project, nor can any assurance be given that a clear definition or consensus with respect to such projects or loans will develop in the future. There can be no assurance that the use of proceeds of any Sustainable Bonds, or the assets funded thereby, will satisfy, whether in whole or in part any future legislative or regulatory requirements, or any present or future investor expectations or requirements with respect to investment criteria or guidelines with which any investor or its investments are required to comply under its own by-laws or other governing rules or investment portfolio mandates.

While it is the intention of the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor to apply the proceeds of any Sustainable Bonds in, or substantially in, the manner described in the "Use of Proceeds" section below and the applicable Final Terms (or, in the case of Exempt Notes, the Pricing Supplement), there can be no assurance that the application of such proceeds to the relevant Eligible Assets will be capable of being implemented in, or substantially in, such manner and/or in accordance with any timeframe, or that such proceeds will be totally or partially disbursed as planned. Nor can there be any assurance that such Sustainable Bonds or the assets they finance (or refinance) will have the results or outcome (whether or not related to environmental, social, sustainability, or other objectives) originally expected or anticipated by the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor. In addition, prospective investors should note that the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor may change the Sustainable Finance Framework (as defined in the "Use of Proceeds" section below) and/or the selection criteria it uses to select Eligible Assets at any time. Any such event or failure by the relevant Issuer and/or (in the case of Guaranteed Notes) the Guarantor will not constitute an Event of Default with respect to any Sustainable Bonds. Similarly, while the relevant Issuer and (in the case of Guaranteed Notes) the Guarantor intend to provide regular information on the use of proceeds of any Sustainable Bonds, any failure to do so will not constitute an Event of Default in respect of any Sustainable Bonds.

Any such event or failure to apply the proceeds of any issue of Sustainable Bonds as intended, any withdrawal of any applicable opinion or certification, any opinion or certification to the effect that either

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the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor is not complying in whole or in part with criteria or requirements covered by such opinion or certification or any change to the Sustainable Finance Framework and/or selection criteria may have an adverse effect on the value of Sustainable Bonds, and may result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose.

The Arranger does not, and no Dealer, nor any of their respective directors, affiliates, advisers or agents, makes any representation as to (i) the suitability of any Sustainable Bonds to fulfil environmental, social and/or sustainability criteria required by prospective investors, (ii) whether the net proceeds of the issuance of any Sustainable Bonds will be used to finance and/or refinance relevant Eligible Assets, including their green, social and/or sustainability criteria, as applicable or

1. the characteristics of relevant Eligible Assets or businesses to whom the proceeds of Sustainable Bonds are lent, including their green, social and/or sustainability characteristics, as applicable. No Arranger, Dealer, nor any of their respective directors, affiliates, advisers or agents involved in the issue of a specific Tranche of Sustainable Bonds has undertaken, nor is responsible for, any assessment of the eligibility criteria, any verification of whether the Eligible Assets meet the eligibility criteria, or the monitoring of the use of proceeds. Investors should refer to the Bank's website, annual report, Sustainable Finance Framework, and second-party opinion for information and should determine for themselves the relevance of the information contained in this Prospectus regarding the use of proceeds and its investment in any Sustainable Bonds should be based upon such investigation as it deems necessary.

Neither Issuer nor (in the case of Guaranteed Notes) the Guarantor can provide any assurances regarding the suitability or reliability of any second party opinion or admission to any index obtained with respect to Green Bonds, Social Bonds or Sustainability Bonds

No assurance or representation can be given as to the suitability or reliability for any purpose whatsoever of the second-party opinion from Morningstar Sustainalytics or any opinion or certification of any other third party (whether or not solicited by the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor which may be made available in connection with the Sustainable Finance Framework or any issue of any Sustainable Bonds. No such opinion or certification should be deemed or understood, or relied upon as, a recommendation by the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor, the Arranger, any Dealer, nor (in the case of the Arranger or a Dealer) any of their respective directors, affiliates, advisers or agents, or any other person to buy, sell or hold any such Sustainable Bonds. Any such opinion or certification is only current as of the date that the opinion or certification was initially issued, and is based upon the judgment of the opinion provider. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein, or the reliability of the provider of such opinion or certification for the purpose of any investment in Sustainable Bonds. Currently, the providers of such opinions and certifications are not subject to any specific regulatory or other regime or oversight.

If a Tranche of Notes is at any time listed on, admitted to or included in any dedicated "green", "environmental", "social", "sustainable" or other equivalently-labelled index or segment, no representation or assurance is given by the relevant Issuer or (in the case of Guaranteed Notes) the Guarantor, the Arranger, any Dealer, nor (in the case of the Arranger or a Dealer) any of their respective directors, affiliates, advisers or agents, or any other person that such listing on, admission to or inclusion in such index satisfies any present or future investor expectations or requirements as regards to any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own constitutive documents or other governing rules or investment portfolio mandates."

6. Final Terms and Pricing Supplement

6.1 Paragraph 4(i) of Part B of the Final Terms on page 62 of the Base Prospectus shall be deleted in its entirety and replaced with the following, for the purpose of reflecting the establishment by the Bank of its Sustainable Finance Framework:

"

(Only required if the use of proceeds is different to that stated in the Base Prospectus; in the event of a green, social or sustainability bond issue, details

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