Bond JPMorgan Chase & Co. 0% ( XS2309884984 ) in USD

JPMorgan Chase & Co.

100 % ▲

United States

XS2309884984 ( in USD )

0%

03/07/2028

Prospectus brochure of the bond JPMorgan Chase Bank XS2309884984 en USD 0%, maturity 03/07/2028

1 000 USD

400 000 USD

JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, consumer and community banking, commercial banking, and asset and wealth management services across numerous countries.

A recent bond offering, identified by the ISIN XS2309884984, has been issued by JPMorgan Chase Bank, a prominent entity within the global financial landscape. JPMorgan Chase Bank, a key subsidiary of JPMorgan Chase & Co., stands as one of the world's leading financial services firms, headquartered in the United States. Its extensive operations encompass investment banking, commercial banking, asset management, and retail financial services, solidifying its reputation as a major participant in global capital markets. The bond itself is denominated in United States Dollars (USD) and carries a maturity date of July 3, 2028. Notably, it features a 0% interest rate, categorizing it as a zero-coupon instrument. Typically, investor returns on such bonds are derived from the discount at which they are purchased relative to their par value, which is then redeemed at maturity. However, this specific bond is currently observed trading at 100% of its nominal value on the market. The total issue size for this offering is 400,000 units, with a minimum purchase size set at 1,000 units. Despite the stated 0% interest rate, a payment frequency of 2 is indicated, which for a zero-coupon bond typically implies no periodic coupon distributions, with the full principal amount due at the designated maturity. This bond may appeal to investors seeking capital preservation, potentially serving as a component within a diversified portfolio, or a principal-protected note, given its unique combination of interest rate and current market pricing.

OFFERING CIRCULAR
18 APRIL 2024

J.P. Morgan Structured Products B.V.
(incorporated with limited liability in The Netherlands)
as Issuer
JPMorgan Chase Financial Company LLC
(incorporated with limited liability in the State of Delaware, United States of America)
as Issuer
JPMorgan Chase Bank, N.A.
(a national banking association organised under the laws of the United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
J.P. Morgan Structured Products B.V.
JPMorgan Chase & Co.
(incorporated in the State of Delaware, United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
JPMorgan Chase Financial Company LLC

Structured Products Programme for the issuance
of
Notes, Warrants and Certificates
Arranger and Dealer for the Programme
J.P. Morgan
The Securities issued from time to time under this Offering Circular are derivative financial
instruments and do not constitute a participation in a collective investment scheme in the meaning
of the Swiss Federal Act on Collective Investment Schemes ("CISA"). They are neither subject to
authorisation nor supervision by the Swiss Financial Market Supervisory Authority ("FINMA").
Accordingly, investors do not benefit from the specific investor protection provided under the
CISA and are exposed to the credit risk of the relevant Issuer and (if applicable) relevant
Guarantor.
This Offering Circular has been approved on 18 April 2024 by the Prospectus Office of the SIX
Exchange Regulation AG as reviewing body (the "Reviewing Body") under the Swiss Financial
Services Act ("FinSA").

INTRODUCTION TO THIS DOCUMENT
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the United
States, and trading in the Securities and the Guarantees has not been approved by the U.S. Commodity
Futures Trading Commission ("CFTC") under the U.S. Commodity Exchange Act of 1936, as amended
(the "Commodity Exchange Act"). The Securities issued by JPMorgan Chase Bank, N.A. and the
JPMorgan Chase Bank, N.A. Guarantee (as defined below) have not been and will not be registered under
the rules of the U.S. Office of the Comptroller of the Currency (the "OCC"). Subject to certain
exceptions, the Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised
or redeemed at any time within the United States or to, or for the account or benefit of, any U.S. Person
except, in respect of certain of the Securities, in accordance with Rule 144A under the Securities Act
("Rule 144A") and in reliance upon the relevant exemptions from state securities laws and any other
applicable laws of other jurisdictions. Hedging transactions involving "equity securities" of "domestic
issuers" (as each such term is defined in the Securities Act and regulations thereunder) may only be
conducted in compliance with the Securities Act and hedging transactions must be conducted only in
compliance with the Commodity Exchange Act.
What is this document?
This document (referred to as the "Offering Circular"), including the documents incorporated by
reference within it, is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities. It may be supplemented from time to time.
It is not a "prospectus" for the purposes of the EU Prospectus Regulation or the UK Prospectus
Regulation (see "Important Legal Information Warning" below).
This Offering Circular is the successor to the Offering Circular dated 20 April 2023 relating to issues of
non-equity securities under the Programme by J.P. Morgan Structured Products B.V., JPMorgan Chase
Financial Company LLC, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. (the "2023 Offering
Circular"). It succeeds the 2023 Offering Circular as soon as the 2023 Offering Circular becomes invalid
on 18 April 2024.
Who are the Issuers and the Guarantors of the Securities?
The Securities will be issued by one of (i) JPMorgan Chase Financial Company LLC, (ii) J.P. Morgan
Structured Products B.V., (iii) JPMorgan Chase Bank, N.A. and (iv) JPMorgan Chase & Co. The relevant
"Pricing Supplement" document (as described below) will specify which of these companies is the Issuer
of the relevant Securities. Securities issued by JPMorgan Chase Financial Company LLC will be
guaranteed by JPMorgan Chase & Co. (the "JPMorgan Chase & Co. Guarantee"). Securities issued
by J.P. Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A. (the
"JPMorgan Chase Bank, N.A. Guarantee") (each of the JPMorgan Chase & Co. Guarantee and the
JPMorgan Chase Bank, N.A. Guarantee, a "Guarantee" and together, the "Guarantees"). Securities
issued by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. will not be the subject of a guarantee.
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if
applicable, the relevant Guarantor). All payments or deliveries to be made by the relevant Issuer (and, if
applicable, the relevant Guarantor) under the Securities are subject to the credit risk of the relevant Issuer
(and, if applicable, the relevant Guarantor). The potential return on and value of the Securities will be
adversely affected in the event of a default or deterioration in the financial position of the relevant Issuer
(and, if applicable, the relevant Guarantor). The financial and other information which is incorporated
by reference into this Offering Circular, together with other information provided in this Offering
Circular, provides a description of each Issuer's business activities as well as certain financial information
and material risks faced by each Issuer.
What are the Securities?
The relevant Issuer may issue Securities in the form of any of (i) Warrants (ii) Certificates and (iii) Notes
(all of which are referred to as "Securities"), under the Structured Products Programme for the issuance
of Notes, Warrants and Certificates (the "Programme"). Securities may (a) have any maturity (save that
any Securities issued by JPMorgan Chase & Co. will not have a maturity of less than one year from the

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date of their issue), (b) be listed and traded on an exchange-regulated (or other) market, or not listed or
traded, (c) be unrated or rated, (d) be non-interest bearing or bear fixed or floating rate interest or other
variable interest, (e) have interest and/or redemption amounts which are dependent on the performance
of one or more "Reference Assets" (as described below), (f) be settled by way of cash payment or physical
delivery and (g) provide that the scheduled amount payable could be as low as zero or else provide some
level of minimum scheduled amount payable at maturity (subject to the credit risk of the relevant Issuer
and, if applicable, the relevant Guarantor). Notwithstanding the foregoing, JPMCFC (as defined herein)
will not issue Securities in the form of Warrants and Securities issued by JPMCFC will not be subject to
physical delivery.
In addition, the relevant Issuer may issue "Green Securities", "Social Securities" and/or "Sustainability
Securities" (collectively, "Sustainable Securities") under the Programme, as described in the section
entitled "Information relating to Sustainable Securities" of this Offering Circular.
What are the Reference Assets?
The return on the Securities may be dependent on the performance of one or more "Reference Assets".
The types of Reference Assets to which Securities issued under the Programme may be linked are (i) a
share or a depositary receipt (ii) a share index, (iii) a commodity, (iv) a commodity index, (v) a foreign
exchange rate, (vi) a fund (regulated or unregulated, mutual, exchange traded tracker or hedge), (vii) the
credit of a specified entity or entities, (viii) a consumer price or other inflation index, (ix) an interest rate
or constant maturity swap rate or any other rate, (x) a loan or bond or other debt obligation or certificate,
(xi) a basket of the above or (xii) any combination of any of the above or other types of reference asset(s).
The relevant Issuer is under no obligation to hold a Reference Asset, and holders of Securities will have
no beneficial interest or any other rights in relation to any Reference Assets.
What are Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each tranche of Securities, and sets out
the specific details of the Securities. For example, the Pricing Supplement will contain the issue date, the
maturity date, the Reference Asset(s) to which the Securities are linked and specify the method used to
calculate the redemption amount and any interest/coupon payments (if applicable).
What documents should I read before purchasing Securities?
You should read the applicable Pricing Supplement, together with this Offering Circular (including the
information incorporated by reference in it), before deciding to purchase any Securities.
This Offering Circular will be supplemented and replaced after the date hereof from time to time. If you
purchase Securities after the date of the applicable Pricing Supplement, you should review the most
recent version (if any) of this Offering Circular and each supplement thereafter up to (and including) the
date of purchase to ensure that you have the most up to date information on the Issuer and (if applicable)
the relevant Guarantor on which to base your investment decision (note that the terms and conditions of
the Securities will remain as described in the applicable Pricing Supplement and the version of the
Offering Circular described in the Pricing Supplement, subject to any amendments notified to Holders).
Each supplement and replacement version (if any) to the Offering Circular can be found on
(www.luxse.com) and (https://www.euronext.com/en/markets/dublin).
What are the principal risks?
Securities issued under the Programme may include embedded derivatives, and an investment in
Securities is subject to a number of risks, as described in the section of this Offering Circular entitled
"Risk Factors" below.
Securities are speculative investments, and returns may at times be volatile and losses may occur quickly
and in unanticipated magnitude. Depending on the particular "payout" terms of the Securities, you may
bear the risk of losing some or up to all of your investment depending on the performance of the
Reference Asset(s) to which your Securities are linked.
Even if the relevant Securities provide for a minimum scheduled amount payable at maturity, you could
still lose some or up to all of your investment where (i) the relevant Issuer (and, if applicable, the relevant
Guarantor) becomes insolvent or otherwise fails to meet its payment (or delivery) obligations under the

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Securities, (ii) you are able to sell your Securities prior to maturity (which may not be the case, as there
may not be a secondary market for them), but the amount you receive is less than what you paid for them,
(iii) your Securities are redeemed or terminated by the relevant Issuer prior to maturity due to the
occurrence of one or more specified events as provided in the terms and conditions of the Securities, and
the amount you receive on such early redemption or termination is less than what you paid for the
Securities or (iv) the terms and conditions of your Securities are unilaterally adjusted by the relevant
Issuer due to the occurrence of one or more specified events as described in the terms and conditions of
the Securities, resulting in a reduced return.
You should not acquire any Securities unless you (whether by yourself or in conjunction with your
financial adviser) understand the nature of the relevant Securities and the extent of your exposure to
potential loss on the Securities, and any investment in Securities must be consistent with your overall
investment strategy. You (whether by yourself or in conjunction with your financial adviser) should
consider carefully whether the particular Securities are suitable for you in the light of your investment
objectives, financial capabilities and expertise. You should consult your own legal, tax, accountancy,
regulatory, investment and other professional advisers as may be required to assist you in determining
the suitability of the Securities for you as an investment.
You should read, in particular, the sections of this Offering Circular entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to purchase
Securities.
Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the
Securities
Under the terms and conditions of the Securities, following the occurrence of certain events outside of
the control of JPMorgan Chase (as defined below), the Calculation Agent and/or the Issuer may exercise
discretion to take one or more of the actions available to it in order to deal with the impact of such event
on the Securities or (if applicable in respect of the terms and conditions of the particular Securities) the
Issuer's hedging arrangements. Any such discretionary determinations could have a material adverse
impact on the value of and return on the Securities. An overview of the potential for discretionary
determinations by the Calculation Agent and the Issuer under the Securities is provided in the section of
this Offering Circular entitled "Overview of the Potential for Discretionary Determinations by the
Calculation Agent and the Issuer".

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TABLE OF CONTENTS
Page
IMPORTANT NOTICES ............................................................................................................ 1
Provides important information in relation to the status of the Securities, each Guarantee, offering
restrictions in relation to the Securities and restrictions on the use of the Offering Circular. It is
relevant to all Securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ................ 9
Sets out considerations that should be taken into account when reading any statement relating to
future events and circumstances. It is relevant to all Securities.
SUMMARY OF THE PROGRAMME ...................................................................................... 11
Provides a summary of the key information contained within this Offering Circular. It is relevant to
all Securities.
SUMMARY OF THE PROGRAMME FOR PURPOSES OF THE FINSA .......................... 32
Provides a summary of the key information contained within this Offering Circular for the purposes
of the Swiss Financial Services Act.
RISK FACTORS .......................................................................................................................... 36
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and (if applicable) the relevant Guarantor's ability to fulfil their respective obligations under
the Securities. It is relevant to all Securities.
CONFLICTS OF INTEREST ..................................................................................................... 148
Provides a description of various potential conflicts of interest that JPMorgan Chase is subject to in
respect of the Securities, and which could have an adverse effect on the Securities. It is relevant to all
Securities.
USER'S GUIDE TO THE OFFERING CIRCULAR ............................................................... 152
Provides a guide to navigating the various documents relating to the Securities issued under the
Offering Circular and which sections of the Offering Circular are relevant for particular Securities.
DOCUMENTS INCORPORATED BY REFERENCE ............................................................ 157
Incorporates financial and other information for each Issuer. It is relevant to all Securities.
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................... 169
Provides an overview of certain important information in relation to the Programme and this Offering
Circular. It is relevant to all Securities.
COMMONLY ASKED QUESTIONS ........................................................................................ 175
Provides answers to some of the questions which investors may have when considering an investment
in the Securities and provides an introduction to the Issuers, the types of Securities which may be
issued under the Programme and certain terms of such Securities. It is relevant to all Securities.
OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS BY THE
CALCULATION AGENT AND THE ISSUER......................................................................... 213
Overview of the types of events that could give rise to a discretionary determination by the Calculation
Agent or the Issuer and the actions available to them to deal with the impact of such events.
TERMS AND CONDITIONS OF THE SECURITIES............................................................. 228

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Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:
I.
GENERAL CONDITIONS ................................................................................................ 228

Sets out the terms and conditions that apply to all Securities.
II.
SPECIFIC PRODUCT PROVISIONS ............................................................................. 382

Each of the following nine sections sets out additional terms and conditions for Securities linked
to a particular type of Reference Asset (Annexes 1-4 and 7-9) or in relation to a particular
product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant
Pricing Supplement to be applicable will apply to an issuance series of Securities.

ANNEX 1 - SHARE LINKED PROVISIONS ......................................................... 382

Sets out additional terms and conditions that are applicable to Share Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Share Linked
Provisions are applicable.

ANNEX 2 INDEX LINKED PROVISIONS ......................................................... 402

Sets out additional terms and conditions that are applicable to Index Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Index Linked
Provisions are applicable.

ANNEX 3 - COMMODITY LINKED PROVISIONS ............................................ 420

Sets out additional terms and conditions that are applicable to Commodity Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Commodity
Linked Provisions are applicable.

ANNEX 4 - FX LINKED PROVISIONS ................................................................. 436

Sets out additional terms and conditions that are applicable to FX Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the FX Linked Provisions
are applicable.

ANNEX 5 - MARKET ACCESS PARTICIPATION PROVISIONS .................... 446

Sets out additional terms and conditions that are applicable to Market Access Participation
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Market Access Participation Provisions are applicable.

ANNEX 6 - LOW EXERCISE PRICE WARRANT PROVISIONS ..................... 456

Sets out additional terms and conditions that are applicable to Low Exercise Price Warrants. It
applies to Securities for which the relevant Pricing Supplement specifies that the LEPW
Provisions are applicable.

ANNEX 7 - FUND LINKED PROVISIONS ............................................................ 465

Sets out additional terms and conditions that are applicable to Fund Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Fund Linked
Provisions are applicable.

ANNEX 8 RATE LINKED PROVISIONS ........................................................... 486

Sets out additional terms and conditions that are applicable to Other Variable Linked Interest
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the Rate
Linked Provisions are applicable.

ANNEX 9 BOND LINKED PROVISIONS ........................................................... 491

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Sets out additional terms and conditions that are applicable to Bond Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Bond Linked
Provisions are applicable.
III. APPENDIX 1 - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF
GERMAN SECURITIES ................................................................................................... 501

Sets out the provisions regarding resolutions of holders of German Securities.
IV. APPENDIX 2 SWISS PRODUCT DESCRIPTION ..................................................... 506

Sets out the product descriptions which are only relevant to Swiss Non-Exempt Public Offers.
FORM OF PRICING SUPPLEMENT ....................................................................................... 523
Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant
to all Securities.
USE OF PROCEEDS ................................................................................................................... 588
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
INFORMATION RELATING TO SUSTAINABLE SECURITIES ....................................... 589
Sets out information relating to Sustainable Securities.
LIMITATIONS OF THE JPMORGAN CHASE BANK, N.A. GUARANTEE AND FORM OF
JPMORGAN CHASE BANK, N.A. GUARANTEE .................................................................. 594
Sets out the limitations of the guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities
issued by J.P. Morgan Structured Products B.V as well as the form of such guarantee. It is only
relevant to Securities issued by J.P. Morgan Structured Products B.V.
LIMITATIONS OF THE JPMORGAN CHASE & CO. GUARANTEE AND FORM OF
JPMORGAN CHASE & CO. GUARANTEE ........................................................................... 599
Sets out the limitations of the guarantee given by JPMorgan Chase & Co. in respect of Securities
issued by JPMorgan Chase Financial Company LLC as well as the form of such guarantee. It is only
relevant to Securities issued by JPMorgan Chase Financial Company LLC.
BOOK-ENTRY CLEARING SYSTEMS ................................................................................... 604
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
SUBSCRIPTION AND SALE ..................................................................................................... 610
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
PURCHASER
REPRESENTATIONS
AND
REQUIREMENTS
AND
TRANSFER
RESTRICTIONS .......................................................................................................................... 644
Sets out certain representations and requirements and transfer restrictions with respect to each
issuance of Securities. It is relevant to all Securities.
CERTAIN ERISA CONSIDERATIONS ................................................................................... 678
Provides an overview of certain ERISA considerations. It is relevant to all Securities.
TAXATION .................................................................................................................................. 683
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
IMPORTANT LEGAL INFORMATION.................................................................................. 777
Sets out important legal information relating to the Securities.
GENERAL INFORMATION...................................................................................................... 783
Provides certain additional information on the Securities, the Offering Circular, the Programme and
the Issuers. It is relevant to all Securities.

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INDEX OF DEFINED TERMS .................................................................................................. 787
An index of all defined terms used in this Offering Circular.

viii

Important Notices

IMPORTANT NOTICES
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer and
not of any affiliate of that Issuer.
Status of the JPMorgan Chase Bank, N.A. Guarantee
The JPMorgan Chase Bank, N.A. Guarantee is an unsecured and unsubordinated general
obligation of JPMorgan Chase Bank, N.A. and not of any of its affiliates.
Status of the JPMorgan Chase & Co. Guarantee
The JPMorgan Chase & Co. Guarantee is an unsecured and unsubordinated general obligation of
JPMorgan Chase & Co. and not of any of its affiliates.
Status of the Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank,
N.A. Guarantee
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A.
Guarantee: (i) are not savings accounts or deposits of JPMorgan Chase Bank, N.A. or any bank or
non-bank subsidiary of JPMorgan Chase Bank, N.A.; and (ii) will rank pari passu with all other
unsecured and unsubordinated indebtedness of JPMorgan Chase Bank, N.A. except obligations,
including U.S. domestic deposits of JPMorgan Chase Bank, N.A., that are subject to any priorities
or preferences by law.
Status of the Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co.
Guarantee
The Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co. Guarantee: (i)
are not savings accounts or deposits of JPMorgan Chase & Co. or any bank or non-bank subsidiary
of JPMorgan Chase & Co., and (ii) will rank pari passu with all other unsecured and
unsubordinated indebtedness of JPMorgan Chase & Co., except obligations that are subject to any
priorities or preferences by law.
Neither the Securities nor the relevant Guarantee are covered by any deposit insurance protection
scheme.
Neither the Securities nor the relevant Guarantee are deposits insured by the U.S. Federal Deposit
Insurance Corporation (the "FDIC"), the U.S. Deposit Insurance Fund or any other governmental
agency or instrumentality, in the United States or in any other jurisdiction.
Offering restrictions in the European Economic Area
This Offering Circular has been prepared on the basis that any offer of Securities in any Member
State of the European Economic Area (the "EEA") will be made pursuant to an exemption under
Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation") from the requirement
to publish a prospectus for offers of Securities. Accordingly, any person making or intending to
make an offer in that Member State of Securities which are the subject of an offering contemplated
in this Offering Circular as completed by a Pricing Supplement in relation to the offer of those
Securities may only do so in circumstances in which no obligation arises for the Issuer or the
Dealers to publish a prospectus pursuant to Article 3 of the EU Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation in relation to
such offer.
Offering restrictions in the United Kingdom
This Offering Circular has been prepared on the basis that any offer of Securities in the United
Kingdom will be made pursuant to an exemption under section 86 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") from the requirement to publish a prospectus for
offers of Securities. Accordingly, any person making or intending to make an offer in the United

1

Important Notices

Kingdom of Securities which are the subject of an offering contemplated in this Offering Circular
as completed by a Pricing Supplement in relation to the offer of those Securities may only do so in
circumstances in which no obligation arises for the Issuer or the Dealers to publish a prospectus
pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK
Prospectus Regulation in relation to such offer, where "UK Prospectus Regulation" means
Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA") and regulations made thereunder.
None of the Issuers, Guarantors or Dealers has authorised, nor do they authorise, the making of
any offer of Securities in circumstances in which an obligation arises for the Issuer to publish a
prospectus in the EEA, the United Kingdom or in any other jurisdiction.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of
Sales to EEA Retail Investors", the Securities 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 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");
(ii) a customer within the meaning of Directive 2016/97/EU (as amended, 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 EU
Prospectus Regulation. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the
EEA may be unlawful under the EU PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any
Securities does not specify "Prohibition of Sales to EEA Retail Investors" to be not applicable but where
the Dealer subsequently prepares and publishes a key information document under the EU PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the offering,
sale or otherwise making available the Securities to a retail investor in the EEA as described in the above
paragraph and in such legend shall no longer apply.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of
Sales to UK Retail Investors", the Securities 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 UK domestic law by virtue of the 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 UK domestic law by virtue of the
EUWA; or (iii) not a qualified investor as defined in the UK Prospectus Regulation. Consequently,
no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of any
Securities does not specify "Prohibition of Sales to UK Retail Investors" to be not applicable but where
the Dealer subsequently prepares and publishes a key information document under the UK PRIIPs
Regulation in respect of such Securities, then following such publication, the prohibition on the offering,
sale or otherwise making available the Securities to a retail investor in the United Kingdom as described
in the above paragraph and in such legend shall no longer apply.
Certain U.S. restrictions and other disclosure
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the Securities Act and

2