Obligation FMS Vermögensverwaltung 0% ( DE000A2AAMP7 ) en EUR

FMS Vermögensverwaltung

100 % ⇌

Allemagne

DE000A2AAMP7 ( en EUR )

19/10/2020 - Obligation échue

Prospectus brochure de l'obligation FMS Wertmanagement DE000A2AAMP7 en EUR 0%, échue

100 000 EUR

1 500 000 000 EUR

FMS Wertmanagement est une société de gestion d'actifs spécialisée dans l'investissement dans les infrastructures et les énergies renouvelables, proposant des solutions d'investissement aux investisseurs institutionnels et privés.

L'Obligation émise par FMS Vermögensverwaltung ( Allemagne ) , en EUR, avec le code ISIN DE000A2AAMP7, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/10/2020

Simplified Base Prospectus
12 July 2019

FMS Wertmanagement
(incorporated as a public law institution under the laws of the Federal Republic of Germany)
EUR 65,000,000,000
Debt Issuance Programme

Application has been made to the Bourse de Luxembourg (the "Luxembourg Stock Exchange") for the admis-
sion of notes (the "Notes") issued under this Debt Issuance Programme (the "Programme") to listing and trading
on the Official List of the Bourse de Luxembourg regulated market (the "BdL Market") (a regulated market within
the meaning of Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") of the Luxem-
bourg Stock Exchange.
Notes issued under this Programme may also be listed on the regulated market of the Frankfurter Wertpa-
pierbörse (the "Frankfurt Stock Exchange") or the Börse München (the "Munich Stock Exchange") (each a
regulated market within the meaning of MiFID), or on other or further stock exchanges or may not be listed at al .
Notes will be issued on a continuous basis in series (each, a "Series"), the Notes of each Series having one or
more issue dates and identical terms (except in respect of the first payment of interest) and intended to be inter-
changeable with al other Notes of that Series. Notice of the aggregate principal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each
tranche of Notes will be set forth in the relevant final terms (the "Final Terms").
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 (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 Ar-
ticle 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key in-
formation 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 of-
fering or sel ing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a legend
entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or rec-
ommending the Notes (a "distributor") should take into consideration the 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 target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Gov-
ernance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger, nor the
Issuer, nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.
Application has been made to the Luxembourg Stock Exchange in its capacity as the competent authority under
the Luxembourg Prospectus Law to provide a certificate of approval attesting that this simplified base prospectus
(the "Prospectus" or the "Simplified Base Prospectus") has been drawn up in accordance with Chapter 2 of
Part III of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005, as amended (Loi relative aux
prospectus pour valeurs mobilières, the "Luxembourg Prospectus Law") for purposes of admission of the Notes
to trading on the regulated market of the Luxembourg Stock Exchange. By approving a prospectus, the Luxem-
bourg Stock Exchange shal give no undertaking as to the economic and financial soundness of the transaction or
the quality and solvency of the issuer.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR"), which is provided by European Money Markets Institut ("EMMI"), which is provided by EMMI, the
Sterling Overnight Index Average ("SONIA") which is provided by the Bank of England ("BoE"), the London Inter-
bank Offered Rate ("LIBOR"), which is provided by ICE Benchmark Administration ("IBA"), or any other bench-

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mark, in each case as specified in the Final Terms. As at the date of this Simplified Base Prospectus, BoE does
not appear and IBA and EMMI do appear on the register of administrators and benchmarks established and main-
tained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial instruments
and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC
and 2014/17/EC and Regulation (EU) No 596/2014 (the "Benchmark Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that BoE is not currenty
required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorse-
ment or equivalence).
The date of this Simplified Base Prospectus is 12 July 2019. The Simplified Base Prospectus is valid for one year
from such date.
Notes issued under the Programme will be sold and distributed to institutional investors only.

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Arranger

Deutsche Bank

Dealers

Barclays
BofA Merrill Lynch
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
NatWest Markets
Nomura
RBC Capital Markets
TD Securities

This Simplified Base Prospectus will be published in electronic form on the website of FMS Wertmanagement
(www.fms-wm.de).

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TABLE OF CONTENTS

Page
1.
THIS PROSPECTUS .................................................................................................................................... 5
2.
RESPONSIBILITY STATEMENT .................................................................................................................. 5
3.
NOTICE ........................................................................................................................................................ 5
4.
SUMMARY .................................................................................................................................................... 7
5.
RISK FACTORS .......................................................................................................................................... 11
6.
ISSUE PROCEDURES ............................................................................................................................... 19
7.
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 20
8.
FORM OF FINAL TERMS ........................................................................................................................... 53
9.
FMS WERTMANAGEMENT ....................................................................................................................... 67
10. TAXATION .................................................................................................................................................. 76
11. SELLING RESTRICTIONS ......................................................................................................................... 81
12. GENERAL INFORMATION ......................................................................................................................... 84
13. DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 86
14. INDEX OF DEFINED TERMS ..................................................................................................................... 88

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1. THIS PROSPECTUS
This Prospectus has been drawn up to permit the admission of Notes issued under this Programme to list-
ing on the official list and to trading on the regulated market (within the meaning of MiFID) of the Luxem-
bourg Stock Exchange.

This Simplified Base Prospectus fulfils the requirements for a simplified base prospectus pursuant to Chap-
ter 2 of Part III of the Luxembourg Prospectus Law. It does not constitute a prospectus for the purposes of
Directive 2003/71/EC, as amended (the "Prospectus Directive") nor does it constitute a prospectus pursu-
ant to Part II of the Luxembourg Prospectus Law transforming the Prospectus Directive into law in Luxem-
bourg, because the Prospectus Directive and Part II of the Luxembourg Prospectus Law do not apply to se-
curities unconditionally and irrevocably guaranteed by a member state of the European Economic Area
(each, a "Member State"). Accordingly, this Simplified Base Prospectus does not purport to meet the format
and the disclosure requirements of the Prospectus Directive and Commission Regulation (EC) 809/2004, as
amended, implementing the Prospectus Directive, and it has not been, and will not be, submitted for ap-
proval to any competent authority within the meaning of the Prospectus Directive. Notes issued under the
Programme will therefore not qualify for the benefit of the single European passport pursuant to the Pro-
spectus Directive.

If so agreed between FMS Wertmanagement ("FMS-WM" or the "Issuer") and the relevant Dealer(s) (as
defined below), the Issuer will procure the admission of Notes issued under the Programme for trading on
the regulated market (regulierter Markt) of the Frankfurt Stock Exchange or the Munich Stock Exchange,
each a regulated market within the meaning of MiFID, or for trading on any other alternative stock exchange
in accordance with the applicable national laws and applicable rules and regulations of the relevant stock
exchange.
2. RESPONSIBILITY STATEMENT
FMS Wertmanagement assumes sole responsibility for the content of this Simplified Base Prospectus and,
in respect of each tranche of Notes, the applicable Final Terms for such tranche of Notes and, having taken
all reasonable care to ensure that such is the case, confirms that the information contained in this Simplified
Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omissions
likely to affect its import.
3. NOTICE
This Simplified Base Prospectus should be read and understood in conjunction with any supplement hereto
(and with any document incorporated by reference, if any). Full information on the Issuer and any tranche of
Notes is only available on the basis of the combination of this Simplified Base Prospectus and the Final
Terms.

The Issuer has undertaken with the dealers set forth on the cover page and any additional dealer appointed
from time to time under the Programme (each a "Dealer" and together the "Dealers") that on or before each
anniversary of the date of this Prospectus it wil update the Prospectus by the publication of a new prospec-
tus. In case that any material facts may occur before the anniversary of the date of the Prospectus, the Is-
suer will amend the Prospectus by the publication of a supplement thereto.

No person has been authorised to give any information or to make any representations, other than those
contained in this Prospectus, in connection with the issue and sale of the Notes and, if given or made, such
information or representations must not be relied upon as having been authorised by the Issuer, the arrang-
er set forth on the cover page (the "Arranger") or any Dealer. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication that the information herein
is correct as of any time subsequent to the date hereof.

This Prospectus is valid for one year following its date and it and any supplement thereto as well as any Fi-
nal Terms reflect the status as of their respective dates. The offering, sale or delivery of any Notes may not
be taken as an implication that the information contained in such documents is accurate and complete sub-
sequent to their respective dates of issue or that there has been no adverse change in the financial condi-
tion of the Issuer since such date or that any other information supplied in connection with the Programme
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.

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The Issuer has given an undertaking in connection with the listing of the Notes issued under the Pro-
gramme on the official list of the Luxembourg Stock Exchange that, so long as any Note remains outstand-
ing and listed on such exchange, in the event of any adverse change in the financial condition of the Issuer
which is material in the context of the Programme and which is not reflected in the Prospectus, the Issuer
will prepare a further supplement to the Prospectus or publish a new prospectus for use in connection with
any subsequent issue of Notes to be listed on the Luxembourg Stock Exchange. If the terms of the Pro-
gramme are modified or amended in a manner which would make the Prospectus, as supplemented, inac-
curate or misleading, a new prospectus wil be prepared.

To the extent permitted by the laws of any relevant jurisdiction, neither the Arranger nor any Dealer accept
any responsibility neither for the accuracy and completeness of the information contained in this Prospectus
or any supplement thereof nor for the information contained in any Final Terms.

The distribution of this Prospectus or any part hereof and any Final Terms and the offer, sale and delivery of
any of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Pro-
spectus or any Final Terms comes are required to inform themselves about and to observe any such re-
strictions. For more information, see "Selling Restrictions".

Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Deal-
er(s) and as indicated in the Final Terms save that the minimum denomination of the Notes wil be, if in eu-
ro, EUR 100,000, and, if in any currency other than euro, an amount in such other currency equivalent to
EUR 100,000 at the time of the issue of the Notes.

Unless otherwise permitted by then current laws and regulations, Notes in respect of which the issue pro-
ceeds are to be accepted by the Issuer in the United Kingdom will have a minimum denomination of
£ 100,000 (or its equivalent in other currencies), unless such Notes may not be redeemed until on or after
the first anniversary of their date of issue.

This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
and to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any per-
son to whom it is unlawful to make such an offer or solicitation.

This Prospectus and any Final Terms do not constitute an offer or invitation by or on behalf of the
Issuer or the Dealers to any person to subscribe for or to purchase any Notes.

In connection with the issue of any tranche of Notes, the Dealer or Dealers (if any) named as the
stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) in the applicable
Final Terms 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, there is no assurance that
the stabilising manager(s) (or persons acting on behalf of a stabilising manager) will undertake sta-
bilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date and 60
days after the date of the allotment of the relevant tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant stabilising manager(s) (or person(s) acting on behalf of
any stabilising manager(s)) in accordance with all applicable laws and rules.

THIS PROSPECTUS IS PREPARED FOR THE USE OF THE EUROPEAN CENTRAL BANK, ANY OTHER
CENTRAL BANK OR INSTITUTIONAL INVESTORS SUCH AS BANKS, INSURERS OR OTHER
FINANCIAL INSTITUTIONS OR SIMILAR ENTITIES OR PERSONS WHICH ARE REGULARLY
ENGAGED IN OR ESTABLISHED FOR THE PURPOSE OF MAKING, PURCHASING OR INVESTING IN
LOANS, SECURITIES OR OTHER FINANCIAL ASSETS. THIS PROSPECTUS IS NOT PREPARED FOR
ANY NON-INSTITUTIONAL INVESTORS.

- 7 -

4. SUMMARY
The following summary does not purport to be a complete description of the provisions applicable to the
Programme or a particular tranche of Notes issued thereunder and is qualified in its entirety by the remain-
der of this Simplified Base Prospectus, including the documents incorporated by reference, and, in relation
to any particular tranche of Notes, the relevant Final Terms.

Issuer

FMS Wertmanagement

Statutory Guarantee

Under section 8a (4) no. 1b of the German Financial Market Stabilisation Fund Act (Finanzmarktstabilisier-
ungsfondsgesetz - "FMStFG"), the German Financial Market Stabilisation Fund (Finanzmarktstabilisier-
ungsfonds) ("FMS") guarantees the repayment or redemption of all loans, debt securities, fixed forward
transactions, options and other credits extended to the Issuer as well as credits extended to third parties to
the extent they are expressly guaranteed by a winding-up agency, such as the Issuer, which such winding-
up agency has borrowed, issued, entered into, incurred or which have been transferred to the winding-up
agency during the time period for which FMS is the sole obligor of the loss compensation obligation (al-
leiniger Verlustausgleichspflichtiger).

Loss Compensation Obligation of the FMS

The charter (Statut) (the "Charter") of the Issuer (§ 7(1)) expressly provides for an obligation of FMS vis-à-
vis the Issuer and the Financial Market Stabilisation Authority (Bundesanstalt für Finanzmarktstabilisierung -
"FMSA") (i) to pay, on first demand by the executive board (Vorstand) of FMS Wertmanagement (the "Ex-
ecutive Board"), all amounts required in the Executive Board's due assessment for ensuring that the Issuer
can pay all its liabilities (including the Notes) at any time when due and in full and (ii) to cover all losses of
FMS Wertmanagement. Losses in this sense comprise all amounts that are payable to FMS Wertmanage-
ment so that it can discharge its liabilities as set out above and that need not be repaid to FMS under
the conditions set out in § 7 (2) of the Charter. However, holders of Notes have no direct recourse against
FMS.

Arranger

Deutsche Bank Aktiengesellschaft

Dealers

Barclays Bank PLC, Barclays Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup Global
Markets Europe AG, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Crédit Agricole
Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, Goldman Sachs International, HSBC
Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, NatWest Markets Plc, Nomura Internation-
al plc, RBC Europe Limited and The Toronto-Dominion Bank.

Fiscal Agent, Paying Agent and Listing Agent

BNP Paribas Securities Services with its registered office is at 3, Rue d'Antin, 75002 Paris, France. The
Fiscal Agent will act for German issues (DE ISIN) through its Frankfurt Branch with its registered office at
Europa-Allee 12, 60327 Frankfurt am Main, Germany, and for international issues (XS ISIN) through its
Luxembourg Branch with its registered office at 60, avenue J.F. Kennedy, L-1855 Luxembourg, Luxem-
bourg.

Specified Currencies

Subject to any applicable legal or regulatory restrictions and requirements of relevant central banks, Notes
may be issued in euro or any other currency or currency unit agreed by the Issuer and the relevant Dealer.

Maturities

Such maturities as may be agreed between the Issuer and the relevant Dealer(s) and as indicated in the
relevant Final Terms, subject to such minimum or maximum maturities as may be allowed or required from
time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the

- 8 -

Issuer or the relevant specified currency.

The maximum maturity of all Notes will not exceed 30 years or such longer period as may be agreed be-
tween the Issuer and the relevant Dealer(s), subject in relation to specific currencies to compliance with all
applicable legal and/or regulatory and/or central bank requirements.

Any Notes, the proceeds of which are to be accepted by the Issuer in the United Kingdom, which must be
redeemed before the first anniversary of the date of their issue, shall (a) have a redemption value of not
less than £ 100,000 (or an amount of equivalent value denominated wholly or partly in a currency other than
Sterling), and (b) provide that no part of any such Note may be transferred unless the redemption value of
that part is not less than £ 100,000 (or such an equivalent amount).

Form of Notes

Notes may be issued in bearer form only.

Denominations of Notes

Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Deal-
er(s) and as indicated in the relevant Final Terms save that the minimum denomination of the Notes will be,
if in euro, EUR 100,000, and, if in any currency other than euro, an amount in such other currency equiva-
lent to EUR 100,000 at the time of the issue of the Notes.

Fixed Rate Notes

Fixed Rate Notes will bear a fixed interest income throughout the entire term of the Notes. Fixed interest wil
be payable on such basis as may be agreed between the Issuer and the relevant Dealer(s) (as specified in
the relevant Final Terms).

Floating Rate Notes

Floating Rate Notes will bear interest at a rate determined (and as adjusted for any applicable margin):

- on the same basis as the floating rate under a notional interest rate swap transaction in the relevant
specified currency governed by an agreement incorporating either the 2000 ISDA Definitions or the 2006
ISDA Definitions (each published by the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the date on which the first tranche of the Notes of the relevant Series is is-
sued),

- on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service,
or

- on such other basis as indicated in the relevant Final Terms.

The margin (if any) relating to such floating rate wil be indicated in the Final Terms for each Series of Float-
ing Rate Notes.

Interest periods for Floating Rate Notes wil be one, two, three, six or twelve months or such other period(s)
as may be agreed between the Issuer and the relevant Dealer(s), as specified in the relevant Final Terms.

Other Provisions in Relation to Floating Rate Notes

Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest Period, as selected prior to issue by the Issuer
and the relevant Dealer(s), will be payable on such Interest Payment Dates specified in, or determined pur-
suant to, the relevant Final Terms and will be calculated as specified in the relevant Final Terms.

Zero Coupon Notes

Zero Coupon Notes will be offered and sold at a discount or a premium, as the case may be, to their princi-
pal amount and will not bear interest other than in the case of late payment.

- 9 -

Redemption

The relevant Final Terms will indicate either that the Notes cannot be redeemed prior to their stated maturity
(except for taxation reasons or upon the occurrence of an event of default) or that such Notes wil be re-
deemable at the option of the Issuer and/or the holders of the Notes upon giving notice within the notice pe-
riod (if any) indicated in the relevant Final Terms to the holders or the Issuer, as the case may be, on a date
or dates specified prior to such stated maturity and at a price or prices and on such terms as indicated in
the relevant Final Terms.

Unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in
Sterling) in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom
must have a minimum redemption amount of £ 100,000 (or its equivalent in other currencies), unless such
Notes may not be redeemed until on or after the first anniversary of their date of issue.

Taxation

All amounts payable in respect of the Notes will be made without withholding or deduction for or on account
of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or de-
duction at source (Quellensteuer) by or on behalf of the Federal Republic of Germany or any political subdi-
vision or any authority thereof or therein having power to tax unless such withholding or deduction is re-
quired by law. In such event, the Issuer wil , subject to customary exceptions, pay such additional amounts
as shall be necessary in order that the net amounts received by the holders of the Notes after such with-
holding or deduction shall equal the respective amounts which would otherwise have been receivable in re-
spect of the Notes in the absence of such withholding or deduction.

Early Redemption for Taxation Reasons

Early redemption of the Notes for taxation reasons will be permitted, if as a result of any amendment to, or
change in, the laws or regulations (including any amendment to, or change in, an official interpretation or
application of such laws or regulations) of the Federal Republic of Germany, or any political subdivision or
taxing authority thereof, the Issuer is required to pay additional amounts on the Notes.

Status of the Notes

The Notes will constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu among
themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer.

Negative Pledge

The Notes will not contain a negative pledge provision.

Events of Default and Cross Default

The Notes will provide for events of default entitling holders to demand immediate redemption of the Notes.

The Notes will not provide for a cross-default provision.

Rating

Notes issued pursuant to the Programme may be rated or unrated. The applicable rating for the Notes wil
be specified in the relevant Final Terms.

Distribution

The Notes may be distributed on a syndicated or non-syndicated basis. The method of distribution of each
tranche will be stated in the relevant Final Terms.

Listing

Application will be made to list and trade Notes to be issued under the Programme if agreed between the
relevant Dealer and the Issuer on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange,
the Munich Stock Exchange and/or any other German stock exchange, as may be agreed between the
Issuer and the relevant Dealer(s). The Programme provides that Notes may also be listed on the BdL
Market of the Luxembourg Stock Exchange or any other or further stock exchanges (including stock

- 10 -

exchanges in other Member States within the European Economic Area) or may not be listed at all.

Governing Law

German law

Jurisdiction

Non-exclusive place of jurisdiction for any legal proceedings arising under the Notes is Frankfurt am Main.

Use of Proceeds

The net proceeds of the issue of each tranche of Notes will be applied by the Issuer to meet part of its gen-
eral financing requirements. If in respect of any particular issue there is a particular identified use of pro-
ceeds, this wil be stated in the applicable Final Terms.