Obbligazione Banque Internationale du Luxembourg 5.25% ( XS2079116310 ) in EUR

Banque Internationale du Luxembourg

100 EUR ⇌

Lussemburgo

XS2079116310 ( in EUR )

5.25% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Banque Internationale a Luxembourg XS2079116310 en EUR 5.25%, scadenza perpetue

200 000 EUR

175 000 000 EUR

14/11/2025 ( In 92 giorni )

La Banque Internationale à Luxembourg (BIL) è una banca commerciale privata lussemburghese, attiva nella gestione patrimoniale, nei servizi finanziari per aziende e privati, e con una forte presenza nel mercato lussemburghese e internazionale.

The Obbligazione issued by Banque Internationale du Luxembourg ( Luxembourg ) , in EUR, with the ISIN code XS2079116310, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue

PROSPECTUS DATED 12 NOVEMBER 2019

BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME
(Incorporated with limited liability in Luxembourg)
175,000,000 5.250 per cent. Fixed Rate Resettable Callable Perpetual Additional Tier 1 Capital Notes
The issue price of the 175,000,000 5.250 per cent. Fixed Rate Resettable Callable Perpetual Additional Tier
1 Capital Notes (the "Notes") of Banque Internationale à Luxembourg, société anonyme (the "Bank",
"Issuer" or "BIL") is 100 per cent. of their principal amount.
The Notes will, subject to certain interest cancellation provisions as described below, bear interest on their
Prevailing Principal Amount (as defined in Condition 17 (Interpretation)) on a non-cumulative basis from
(and including) 14 November 2019 (the "Issue Date") to (but excluding) 14 November 2025 (the "First Call
Date") at a fixed rate of 5.250 per cent. per annum. Interest will be payable semi-annually in arrear on 14
May and 14 November of each year commencing on 14 May 2020 (each an "Interest Payment Date"). The
rate of interest will reset on the First Call Date and each date which falls five, and each multiple of five,
years after the First Call Date) (each, a "Reset Date").
The Issuer may elect, at its sole and absolute discretion, to cancel (in whole or in part) the payment of
interest on the Notes otherwise scheduled to be paid on an Interest Payment Date. Furthermore, interest shall
be cancelled (in whole or in part) if, and to the extent that (a) the payment of such interest, when aggregated
with any interest payments or distributions which have been paid or made or which are required to be paid or
made on the Notes or any other own funds items in the then current financial year (excluding any such
interest payments or distributions which are not required to be made out of Distributable Items (as defined in
Condition 17 (Interpretation)) and any other amounts which the Regulator (as defined in Condition 17
(Interpretation)) may require to be taken into account, would cause the amount of Distributable Items (if
any) then available to the Issuer to be exceeded; (b) the payment of such interest would cause, when
aggregated together with other distributions of the kind referred to in article 59-13(2) and (3) of the Financial
Sector Law (as defined in Condition 17 (Interpretation)) (transposing Article 141(2) of the CRD IV
Directive (as defined in Condition 17 (Interpretation))) or any other relevant provisions of the Financial
Sector Law, the Maximum Distributable Amount (as defined in Condition 17 (Interpretation)) (if any) then
applicable to the Issuer on a solo basis or the Group on a consolidated basis to be exceeded; or (c) the
Regulator orders the Issuer to cancel the payment of interest. Any interest that has been cancelled shall not
accumulate or be payable to the holders of Notes (the "Noteholders") at any time thereafter. Noteholders
shall have no right to the interest payment (or part thereof) not paid, whether in a bankruptcy (faillite) or
dissolution or as a result of the insolvency of the Issuer or otherwise. See Condition 3 (Interest Cancellation)
in "Terms and Conditions of the Notes" (the "Conditions" and each, a "Condition").
The Prevailing Principal Amount (as defined in Condition 17 (Interpretation)) of the Notes will be
written down if, at any time, the Solo CET1 Ratio (as defined in Condition 17 (Interpretation)) of the
Issuer or the Consolidated CET1 Ratio (as defined in Condition 17 (Interpretation)) of the Group, as
the case may be, is less than 7.00 per cent. Noteholders may lose some or substantially all of their
investment in the Notes as a result of such a write-down. Following such reduction, the Prevailing
Principal Amount may, at the Issuer's discretion, be written-up to the Original Principal Amount (as
defined in Condition 17 (Interpretation)) if certain conditions are met. See Condition 8 (Principal Write-
down and Principal Write-up) in "Terms and Conditions of the Notes".
1

The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, ranking pari passu
among themselves without any preference. If an order is made for the judicial liquidation (liquidation
judiciaire) of the Issuer or an effective resolution is passed for the voluntary liquidation (liquidation
volontaire) of the Issuer in accordance with the BRR Act 2015 (as defined in Condition 17 (Interpretation)),
the Noteholders shall be entitled to receive in respect of each Note an amount equal to the Prevailing
Principal Amount of the relevant Note, together with any interest accrued to such date which has not been
cancelled as provided in Condition 3 (Interest Cancellation) and together with any damages (if payable), out
of the liquidation proceeds after satisfaction of all claims of Senior Creditors (as defined in Condition 17
(Interpretation)) and pari passu (by percentage of the amount payable) with the satisfaction of all claims of
other creditors of the Issuer (including holders of Additional Tier 1 Capital Instruments (as defined in
Condition 17 (Interpretation))) ranking pari passu with the Notes, but prior to the satisfaction of the claims
of the shareholders (including holders of CET 1 Capital (as defined in Condition 17 (Interpretation)) of the
Issuer in their capacity as shareholders and of any creditors of the Bank whose claims are, or are expressed to
be, junior to the claims of the Noteholders. See Condition 1(b) (Status and Subordination) in "Terms and
Conditions of the Notes".
The Notes have no fixed maturity and Noteholders do not have the right to call for their redemption. As a
result, the Issuer is not required to make any payment of the principal amount of the Notes at any time prior
to its winding-up. The Issuer may, at its option, redeem the Notes (i) at any time in the six months prior to
(and including) the First Call Date or on (ii) any Interest Payment Date thereafter (each, an "Optional Call
Date") in whole, but not in part, at their Prevailing Principal Amount, together with any accrued but unpaid
interest (excluding any interest which has been cancelled or deemed cancelled in accordance with the
Conditions) to, but excluding, the date of redemption. The Issuer may not redeem the Notes pursuant to
Condition 4(b) (Bank's call option) on any Optional Call Date if the Prevailing Principal Amount of the
Notes is lower than the Original Principal Amount at such time. The Issuer may also, at its option, redeem
the Notes in whole, but not in part, at their Prevailing Principal Amount, together with any accrued but
unpaid interest which the Issuer decides in its absolute discretion that it will pay (excluding any interest
which has been cancelled or deemed cancelled in accordance with the Conditions) to (but excluding) the date
of redemption, upon the occurrence of a Tax Event or a Regulatory Event (each as defined in Condition 17
(Interpretation)). See Condition 4 (Redemption and Purchase) in "Terms and Conditions of the Notes". In
addition, the Issuer may, if a Tax Event or a Regulatory Event has occurred and is continuing or in order to
align the terms and conditions of the Notes to best practices published from time to time by the European
Banking Authority resulting from its monitoring activities pursuant to Article 80 of the CRR (as defined in
Condition 17 (Interpretation)), substitute all (but not some only) of the Notes or vary the terms of all (not
some only) of the Notes so that they become or remain or, as the case may be, Qualifying Securities (as
defined in Condition 7 (Substitution and Variation)).
Amounts payable under the Notes on any Interest Payment Date falling on or after the First Call Date are
calculated by reference to the mid-swap rate for euro swaps with a term of 5 years which appears on the
Reuters screen "ICESWAP2" as of 11:00 a.m. (Central European time) on such Mid-Swap Rate
Determination Date (as defined in Condition 17 (Interpretation)) which is provided by reference to
EURIBOR, which is provided by the European Money Markets Institute. As at the date of this Prospectus,
the European Money Markets Institute appears on the register of administrators and benchmarks established
and maintained by the European and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark
Regulation (EU) 2016/1011 (the "Benchmark Regulation").
An investment in Notes involves certain risks. For a discussion of these risks see "Risk Factors".
Investors should review and consider these risk factors carefully before purchasing any Notes. The
Notes may be subject to the application of the general bail-in tool (as defined on page 20 of this
Prospectus1 as well as the write-down and conversion power (as described in Condition 9 (Point of
Non-Viability), either of which may result in the Notes being written-down or converted into equity (in

1 This should cross-reference the Risk Factor "A Noteholder may lose all of its investment in the Notes, including the principal amount plus any
accrued but unpaid interest, in the event the Statutory Loss Absorption occurs"
2

whole or in part). The Notes are also the subject of contractual write-down provisions as described
above. Therefore, investors should review and consider the risk factors relating to the bail-in tool, the
write-down and conversion and the contractual write-down provisions of the Notes and the impact
these may have on their investment. This Prospectus does not necessarily describe all the risks linked
to an investment in the Notes and additional risks and uncertainties, including those of which the
Issuer is not currently aware or deems immaterial, may also potentially have an adverse effect on the
Issuer's business, financial condition, results of operations, or future prospects or may result in other
events that could cause investors to lose all or part of their investment. Prospective investors should
carefully consider the risks set forth in this Prospectus and reach their own views prior to making any
investment decision and consult their professional advisers.
This Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier
(the "CSSF"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation").
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an
endorsement of the Issuer or of the quality of the Notes and investors should make their own assessment as
to the suitability of investing in the Notes. The CSSF gives no undertaking as to the economic and financial
soundness of the transaction or the quality or solvency of the Issuer.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the
the professional segment of the regulated market of the Luxembourg Stock Exchange and to be listed on the
Official List of the Luxembourg Stock Exchange.
References in this Prospectus to Notes being "listed" (and all related references) shall mean that such Notes
have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2014/65/EU).
This Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to
trading on a regulated market in the European Economic Area (the "EEA") and/or offered to the
public in the EEA other than in circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Prospectus in the event of
a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus
is no longer valid.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended, (the "Securities Act"), and are subject to United States tax law requirements. The Notes are being
offered outside the United States by the Managers (as defined in the section below entitled "Subscription
and Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
The Notes will be in bearer form and in denominations of 200,000. The Notes will initially be in the form
of a temporary global note (the "Temporary Global Note"), without interest coupons, which will be
deposited on or around the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking S.A. ("Clearstream, Luxembourg"). The Temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note",
together with the Temporary Global Note, the "Global Note"), without interest coupons, not earlier than 40
days after the Issue Date upon certification as to non-U.S. beneficial ownership. Interest payments in respect
of the Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent
Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Notes in
definitive form in denominations of 200,000 and with interest coupons attached. See "Overview of
Provisions Relating to the Notes in Global Form".
3

The Notes are expected to be rated Ba2 by Moody's France SAS ("Moody's"). Moody's has, in its February
2019 publication "Rating Symbols and Definitions", described a rating of "Ba2" in the following terms:
"Obligations rated Ba are judged to be speculative and are subject to substantial credit risk. Note: Moody's
appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The
modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating
category." This description has been extracted from information published by Moody's. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from the information published by Moody's, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
Furthermore, as of the date of this Prospectus, the Issuer has been rated A- by Standard & Poor's Credit
Market Services France S.A.S. ("Standard & Poor's"), BBB+ by Fitch France S.A.S. ("Fitch"), and A2 by
Moody's.
As of the date of this Prospectus, each of Standard & Poor's, Moody's and Fitch is established in the
European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the "CRA
Regulation"). As such each of Standard & Poor's, Moody's and Fitch is included in the list of credit rating
agencies published by the European and Markets Authority on its website in accordance with the CRA
Regulation.

Joint Bookrunners

MORGAN STANLEY
GOLDMAN SACHS
INTERNATIONAL
Joint Lead Manager
BIL
Co-Manager
NATIXIS
Structuring Advisor
MORGAN STANLEY
4

CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 6
RISK FACTORS .............................................................................................................................................. 11
INFORMATION INCORPORATED BY REFERENCE ................................................................................ 26
OVERVIEW ..................................................................................................................................................... 28
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 37
OVERVIEW OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM .................................. 66
USE OF PROCEEDS ....................................................................................................................................... 69
BANQUE INTERNATIONALE À LUXEMBOURG, SOCIÉTÉ ANONYME ............................................. 70
TAXATION ..................................................................................................................................................... 83
SUBSCRIPTION AND SALE ......................................................................................................................... 87
GENERAL INFORMATION........................................................................................................................... 92

5

IMPORTANT NOTICES
This Prospectus comprises a prospectus for the purposes of Article 6.3 of the Prospectus Regulation. When
used in this Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129.
The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having
taken all reasonable care to ensure that such is the case, the information contained in this Prospectus to the
best of its knowledge is in accordance with the facts and contains no omission likely to affect its import.
The Issuer has confirmed to the Managers named under "Subscription and Sale" below (the " Managers")
that this Prospectus contains all information regarding the Issuer and the Notes which is (in the context of the
issue of the Notes) material; such information is true and accurate in all material respects and is not
misleading; any opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer are
honestly held or made and are not misleading; this Prospectus does not omit to state any material fact
necessary to make such information, opinions, predictions or intentions (in such context) not misleading; and
all proper enquiries have been made to ascertain and to verify the foregoing.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in this Prospectus or as approved for such purpose by the Issuer.
Any such representation or information should not be relied upon as having been authorised by the Issuer or
the Managers.
Save for the Issuer, no other party has independently verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers or any of their respective affiliates as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Issuer in
connection with the offering of the Notes. No Manager accepts any liability in relation to the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer in
connection with the offering of the Notes or their distribution.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Issuer's consolidated
subsidiaries taken as a whole (the "BIL Group" or the "Group") since the date of this Prospectus or that the
information contained in this Prospectus is true subsequent to the date hereof or that any other information
supplied in connection with the Notes is correct at any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same. Each recipient of this Prospectus shall be
taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer
and the BIL Group.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Managers that any recipient of this Prospectus or any other
information supplied in connection with the offering of the Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor
any other information supplied in connection with the offering of the Notes constitutes an offer or invitation
by or on behalf of the Issuer or any of the Managers to any person to subscribe for or to purchase any Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
Neither the Issuer nor the Managers represent that this Prospectus may be lawfully distributed, or that the
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any

6

such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Managers which is intended to permit a public offering of the Notes or the distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. For a description of certain restrictions on offers, sales and deliveries of Notes
and on distribution of this Prospectus and other offering material relating to the Notes, see "Subscription and
Sale".
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within
the U.S. or to U.S. persons.
Prospective investors should have regard to the factors described in the section headed "Risk Factors"
herein.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should assess, either on its own or with the help of its
financial and other professional advisers, whether it:
(a) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency (see also "Risk Factors Factors which are material for the purpose of
assessing the risks associated with the Notes Foreign currency notes expose investors to foreign-
exchange risks as well as to issuer risk" below);
(d) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
financial markets; and
(e) is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are
legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the
meaning attributed to them in "Terms and Conditions of the Notes" or any other section of this Prospectus.

7

In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "EUR", "" or "euro" are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the
Treaty establishing the European Community as amended.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
This Prospectus is to be read in conjunction with all information which is deemed to be incorporated herein
by reference (see "Information Incorporated by Reference"). This Prospectus should be read and construed
on the basis that such information is incorporated in and forms part of the Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Information
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form
part of this Prospectus and has not been scrutinised or approved by the CSSF.
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of such as the Notes to retail investors.
In particular, in June 2015, the United Kingdom Financial Conduct Authority (the "FCA") published the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the
"PI Instrument").
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products (the "PRIIPs Regulation")
became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive
2014/65/EU (as amended) ("MiFID II") was required to be implemented in EEA member states by 3
January 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write-down or convertible securities, such as the Notes.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or
regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein), including the
Regulations.
Each of the Managers is required to comply with some or all of the Regulations. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or any

8

of the Managers, each prospective investor represents, warrants, agrees with and undertakes to the Issuer and
each of the Managers that:
(i)
it is not a retail client (as defined in MiFID II);
(ii)
whether or not it is subject to the Regulations, it will not:
(A)
sell or offer the Notes (or any beneficial interests therein) to retail clients (as defined
in MiFID II); or
(B)
communicate (including the distribution of this Prospectus) or approve an invitation
or inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client (in each case within the
meaning of MiFID II).
In selling or offering Notes or making or approving communications relating to the Notes, it
may not rely on the limited exemptions set out in the PI Instrument; and
(iii)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Notes (or any beneficial interests therein), including (without limitation) MiFID II
and any other applicable laws, regulations and regulatory guidance relating to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Managers, the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes 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 European Economic Area ("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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
In connection with the issue of the Notes, Morgan Stanley & Co International plc (the "Stabilisation
Manager") (or persons acting on behalf of the Stabilisation Manager) may over allot Notes or effect
transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is
made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
Issue Date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation
action or over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf
of the Stabilisation Manager) in accordance with all applicable laws and rules.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION - Notification
under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as modified or
amended from time to time (the "SFA") - Solely for the purposes of its obligations pursuant to sections

9

309B(1)(a) and 309B(1)(c) of the SFA, the Bank has determined, and hereby notifies all relevant
persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets
products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) of
Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA 04 N12: Notice on
the Sale of Investment Products and MAS Notice FAA N16: Notice on Recommendations on
Investment Products).

10