PRICING SUPPLEMENT

ISSUE OF TZS [40,000,000,000 (WITH A GREENSHOE OPTION OF

UP TO TZS 15,000,000,000)] FIXED RATE NOTES UNDER THE TZS
EQUIVALENT OF US$ 300,000,000 MEDIUM TERM
NOTE PROGRAMME
This document constitutes the applicable Pricing Supplement relating to the issue of the Tranche
of Notes described herein. Terms used herein shall have the same meaning ascribed to them in
the Information Memorandum dated 18 August 2023, as updated and amended from time to
time.

This applicable Pricing Supplement must be read in conjunction with the Information
Memorandum. To the extent that there is any conflict or inconsistency between the contents of
this Pricing Supplement and the Information Memorandum, the provisions of this Pricing
Supplement shall prevail.

Description of the Notes

Issuer CRDB Bank PLC

Arrangers Stanbic Bank Tanzania Limited

Status of the Notes Senior, unsecured

Issue: Series number* CRDB-FXD/T01/2023/05
* explanation of the Series number
CRDB- CRDB Bank PLC; FXD – fixed rate notes; T01– Tranche Number; 2023 – year of issue; 05 – tenor of notes
Redemption/Payment Basis Redemption at par
Principal Amount TZS [40,000,000,000 (with a greenshoe option of up to TZS
15,000,000,000)]
Use of Proceeds The Issuer intends to allocate an amount of funding equivalent to the net
proceeds of this Tranche of Notes to finance and refinance, in whole or in
part, on portfolio basis, assets that qualify under Section 3.1.1 (Green Bond
Eligibility Criteria) of the Issuer’s Green, Social and Sustainability Bond
Framework (the “Bond Framework”).

The Issuer shall allocate up to 40% of net proceeds of this Tranche of Notes
to refinance the portfolio of Eligible Loans and up to 60% of net proceeds of
this Tranche of Notes to finance assets under Eligible Loans. The Issuer shall
apply an 18-month look-back period for its refinancing activities.
CRDB established the Bond Framework which provides guidelines for CRDB
to issue Green Bonds, Social Bonds and Sustainable Bonds. Green Bonds,
Social Bonds and Sustainable Bonds issued under the Bond Framework
support CRDB’s lending and financing activities (including refinancing
activities) to green projects (aimed at mitigating climate change and
addressing climate adaptation, among other environmental benefits), social
projects (aimed at reducing economic and social inequality, among other
social benefits) and sustainable projects. The Bond Framework sets out the
criteria and process for the identification and evaluation of eligible projects
or activities that would satisfy the criteria to enable a Tranche of Notes to
be categorized as Green Bonds, Social Bonds and/or Sustainable Bonds. The
Bond Framework is available on the CRDB’s website at:
https://crdbbank.co.tz/en/page/page_sus

Assurance
In connection with the Bond Framework and in compliance with CMSA’s
requirements, CRDB appointed a sustainability specialist, Sustainalytics, a
Morningstar Company, which is a leading ESG research, ratings and data firm
(“Sustainalytics”), to evaluate the Bond Framework and to issue a second
party opinion confirming that the Bond Framework is credible, impactful and
is aligned with the ICMA Principles and Guidelines (the “Sustainalytics SPO”).
The Sustainalytics SPO is available on the CRDB’s website at https://
crdbbank.co.tz/en/page/page_sus

Management of Proceeds
The Issuer will track the receipt and use of the net proceeds of this Tranche
of Notes via its internal reporting systems as more fully set out in Section 3.3
(Management of Proceeds) of the Bond Framework.
Impact Measurement and Reporting and External Review
The Issuer will, in alignment with market practice, prepare and publish annual
allocation and impact reporting with respect to Notes issued under the Bond
Framework as set out in section 3.4 (Reporting) and 3.5 (External Review) of
the Bond Framework.

Interpretation
For purposes of this paragraph 1.7 (Use of Proceeds), “Eligible Loans”
means any loan made available exclusively to finance or re-finance, as the
case may be, in whole or in part, new and/or existing green projects
Form of Notes Book-entry
Issue Date 23 October 2023
Business Centre Dar es Salaam
Specified Denomination of the Notes TZS 500,000 with integral multiples of TZS 10,000
Issue Price Par
Interest Commencement Date 23 April 2024
Interest Termination Date 23 October 2028
Redemption Date 23 October 2028
Specified Currency TZS
Applicable Business Day convention Following Business Day Convention
Fiscal Agent and Registrar CRDB Bank PLC
Specified office of Receiving Bank, the CRDB Bank PLC
Fiscal Agent and Registrar Head Office
Ali Hassan Mwinyi Rd
Postal Address 268
Dar es Salaam
Final Redemption Amount TZS 40,000,000,000 (with a greenshoe option of up to TZS
15,000,000,000)
Record Date Fifteenth day before (and not including) each Interest Payment Date
Provisions relating to Interest Payable
Fixed Rate Note Provisions
Fixed Rate of Interest 10.25% per annum payable semiannually in arrear
Interest Payment Dates 23 April and 23 October in each year up to and including the Maturity Date,
commencing on 23 April 2024
Interest Period(s) Each period commencing on (and including) an Interest Payment
Date and ending on (but excluding) the following Interest Payment Date;
provided that the first Interest Period will commence on (and include)
the Interest Commencement Date and end on (but exclude) the
following Interest Payment Date
Default Rate Fixed Rate of Interest + 1.00%
Day Count Fraction 365 Days
Other terms relating to the method of Not applicable
calculating interest for the Fixed Rate Notes
Provisions regarding Redemption

Redemption at the option of the Issuer Not applicable

If applicable,
Optional Redemption Dates Not applicable
Optional Redemption Amount(s) and Not applicable
method, if any, of calculation of such
amount(s)
Minimum period of notice (if different from Not applicable
Condition 6 (Redemption and Purchase)
If redeemable in part Not applicable
Minimum Redemption Amount None
Higher Redemption Amount None
Other terms applicable on Redemption None
GENERAL

Other terms or special conditions None

Board approval for issuance of the Notes 19 June 2023
Additional Selling Restrictions None
Target market Qualified Institutional Investors (QIIs) and retail investors.

CRDB has entered into an agreement dated May 2023, with the IFC. Under
the agreement CRDB Bank PLC will pay IFC an anchor fee along with other
fees. For the initial tranche or tranches of Notes payable on the relevant
issue date of such trench or tranches of Notes and subsequent traches of
Notes payable on the relevant issue date of such tranches of Notes.
Allotment policy In the event of an oversubscription, allotment will be at the discretion of the
Issuer
Settlement Procedures and Settlement • For Qualified Institutional Investors (QIIs): same day funds on the
Instructions settlement date to the Fiscal Agent
• For investors other than QIIs: evidence of payment should be submitted
to the Authorised Selling Agent, the Issuer together with the duly
completed Application Form prior to the date Offer closes
Details of bank account(s) to which Tembo Green Bonds Collection A/C 01DI011204100
payments are to be made in respect of the
Notes
Last Day to Register, which shall mean that 15 days before the Payment Date
the “books closed period” (during which
the Register will be closed) will be from
each Last Day to Register to the applicable
Payment Day until the date of redemption
Method of Distribution Public
Total Notes in issue (excluding the current Nil
issue)
Rights of Cancellation The Notes will be delivered to investors by registration in the CDS Account
as book entry provided that:
• No event occurs prior to the settlement process being finalized on the
Issue Date/Settlement Date which the Lead Placing agent and the Issuer
(in its sole discretion) consider to be a force majeure event; or
• No event occurs which the Lead Placing agent and the Issuer considers
may prejudice the issue, the Issuer or the Notes, (each a Withdrawal
Event).

If the Issuer decides to terminate this transaction due to the occurrence of a

Withdrawal Event, this transaction shall terminate and no party hereto shall
have any claim against any other party as a result of such termination. In
such event, the Notes, if listed, will immediately be de-listed.

Tax Tax exempt

Material Change Save as disclosed in the Information Memorandum as read together with this
applicable Pricing Supplement, there has been no significant change in the
Issuer’s financial position since the date of the Issuer’s last audited financial
statements, being 31 December 2022.
Responsibility Statement The Issuer and the Board of Directors accepts responsibility for the
information contained in this Pricing Supplement which, when read
together with the Information Memorandum referred to above, contains all
information that is material in the context of the issue of Notes.
ADDITIONAL INFORMATION

Additional steps that may be taken following Not applicable

approval of the Extraordinary Resolution (in
accordance with the Conditions)
Specify Agents and Specified Offices if new Not applicable
or other Agents appointed.

Salient Dates
Offer Opens 08.00 a.m. on Thursday 31 August 2023
Offer Closes 05.00 p.m. on Friday 06 October 2023
Allotment Date 05.00 p.m. on Wednesday 11 October 2023
Announcement Date 10.00 a.m. on Thursday 12 October 2023
Notification Date 05.00 p.m. on Friday 13 October 2023
Submission of Register to CSDR Monday 16 October 2023
Payment Date 05.00 p.m. on Monday 23 October 2023
Issue Date 08:00 a.m. on Monday 23 October 2023
CDS Account upload date recast Monday 23 October 2023
Listing Date 10:00 am on Friday 27 October 2023
Maturity Date Monday 23 October 2028

Authorised Signatories

Signature: Signature:

Name: Abdulmajid M Nsekela Name: Pascal Mihayo

Title: Group MD and CEO Title: Head of Legal Services