Obligation Mawii 1.6% ( NO0010874050 ) en EUR

Mawii

97.87 % ▼

Norvege

NO0010874050 ( en EUR )

1.6% par an ( paiement trimestriel )

30/01/2025 - Obligation échue

Prospectus brochure de l'obligation Mowi NO0010874050 en EUR 1.6%, échue

Mowi est une entreprise norvégienne leader mondial dans l'aquaculture, spécialisée dans la production et la vente de saumon et de truite.

L'Obligation émise par Mawii ( Norvege ) , en EUR, avec le code ISIN NO0010874050, paye un coupon de 1.6% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 30/01/2025

Base prospectus

Final Terms

for

Mowi ASA FRN senior unsecured EUR 250,000,000 green
bonds 2020/2025

Bergen, 25 June 2020

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050

Terms used herein shall be deemed to be defined as such for the purpose of the conditions set forth in the Base
Prospectus clauses 2 Definitions and 13.3 Definitions, these Final Terms and the attached Bond Terms.

MiFID II product governance / Retail investors, professional investors and ECPs 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, professional
clients and retail clients each as defined in Directive 2014/65/EU (as amended, "MiFID II"); (ii) al channels for
distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for
distribution of the notes to retail clients are appropriate investment advice, portfolio management, non-advised
sales and pure execution services subject to the distributor's suitability and appropriateness obligations under
MiFID II, as applicable. 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, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.

This document constitutes the Final Terms of the Bonds described herein pursuant to the Regulation (EU)
2017/1129 and must be read in conjunction with the Base Prospectus dated 22 June 2020.

The Base Prospectus dated 22 June 2020 constitutes a base prospectus for the purposes of the Regulation (EU)
2017/1129 (the "Base Prospectus").

Final Terms include a summary of each Bond Issue.

These Final Terms and the Base Prospectus are available on the Issuer's website https://www.mowi.com, or on
the Issuer's visit address, Sandviksboder 77A/B, N-5035 Bergen, Norway, or their successor(s).

2

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
1 Summary
The below summary has been prepared in accordance with the disclosure requirements in Article 7of in the
Regulation (EU) 2017/1129 as of 14 June 2017.

Introduction and warning
Disclosure requirement
Disclosure
Warning
This summary should be read as introduction to the Base
Prospectus. Any decision to invest in the securities should be
based on consideration of the Base Prospectus as a whole by the
investor. The investor could lose all or part of the invested capital.
Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might,
under the national law, have to bear the costs of translating the
Base Prospectus before the legal proceedings are initiated. Civil
liability attaches only to those persons who have tabled the
summary including any translation thereof, but only where the
summary is misleading, inaccurate or inconsistent, when read
together with the other parts of the Base Prospectus, or where it
does not provide, when read together with the other parts of the
prospectus, key information in order to aid investors when
considering whether to invest in such securities.
Name and international securities
Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds
identification number (`ISIN') of the
2020/2025 with ISIN code NO0010874050.
securities.
Identity and contact details of the issuer,
Mowi ASA, Sandviksboder 77A/B, N-5035 Bergen, Norway.
including its legal entity identifier (`LEI').
Telephone number is +47 21 56 23 00.
Registration number 964 118 191
LEI-code ((legal entity identifier): 549300W1OGQF5LZIH349.
Identity and contact details of the offeror or
There is no offeror, the Base Prospectus has been produced in
of the person asking for admission to trading
connection with listing of the securities on an Exchange. The
on a regulated market.
Issuer is going to ask for admission to trading on a regulated
market.
Identity and contact details of the competent
Financial Supervisory Authority of Norway (Finanstilsynet),
authority that approved the prospectus
Revierstredet 3, 0151 Oslo. Telephone number is +47 22 83 39
50. E-mail: [email protected].
Date of approval of the prospectus.
The Base Prospectus was approved on 22 June 2020.

Key information on the Issuer
Disclosure requirements
Disclosure
Who is the issuer of the securities

Domicile and legal form
The Issuer is a public limited liability company incorporated in
Norway and primarily organized under the laws of Norway,
including the Public Limited Companies Act. LEI-code ((legal
entity identifier): 549300W1OGQF5LZIH349
Principal activities
The Issuer is produces farm-raised salmon, offering fresh, whole
salmon, processed salmon and other processed seafood products
to customers in approximately 70 countries. The Issuer is divided
into three business areas: Feed, Farming, and Sales & Marketing.
We employ more than 14 000 people and operate in 25 countries.
Major shareholders
The 20 largest shareholders as of 15 June 2020:

Investor
Number of shares % of top 20 % of total Type
Country
GEVERAN TRADING CO LTD
68,345,215
23.96%
13.22% Comp. CYP
FOLKETRYGDFONDET
51,173,910
17.94%
9.90% Comp. NOR
CLEARSTREAM BANKING S.A.
28,535,073
10.00%
5.52% Nom.
LUX
STATE STREET BANK AND TRUST COMP
26,606,789
9.33%
5.15% Nom.
USA
UBS SWITZERLAND AG
17,297,223
6.06%
3.34% Nom.
CHE
EUROCLEAR BANK S.A./N.V.
10,195,442
3.57%
1.97% Nom.
BEL
STATE STREET BANK AND TRUST COMP
10,089,870
3.54%
1.95% Nom.
CAN
CITIBANK, N.A.
9,308,924
3.26%
1.80% Nom.
USA

3

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
STATE STREET BANK AND TRUST COMP
8,888,495
3.12%
1.72% Nom.
USA
JPMORGAN CHASE BANK, N.A., LONDON
7,557,438
2.65%
1.46% Nom.
USA
STATE STREET BANK AND TRUST COMP
7,486,344
2.62%
1.45% Nom.
USA
SIX SIS AG
6,964,225
2.44%
1.35% Nom.
CHE
GEVERAN TRADING CO LTD
5,444,072
1.91%
1.05% Comp. CYP
THE NORTHERN TRUST COMP, LONDON BR
5,049,563
1.77%
0.98% Nom.
GBR
KLP AKSJENORGE INDEKS
4,812,659
1.69%
0.93% Comp. NOR
STATE STREET BANK AND TRUST COMP
3,987,355
1.40%
0.77% Nom.
USA
JPMORGAN CHASE BANK, N.A., LONDON
3,871,491
1.36%
0.75% Nom.
GBR
DANSKE INVEST NORSKE INSTIT. II.
3,337,609
1.17%
0.65% Comp. NOR
GOLDMAN SACHS INTERNATIONAL
3,228,885
1.13%
0.62% Nom.
GBR
JPMORGAN CHASE BANK, N.A., LONDON
3,039,890
1.07%
0.59% Nom.
USA

Total number owned by top 20
285,220,472
100%
55.16%

Total number of shares
517,111,091
100%

There are no arrangements, known to the Company, the operation of which may at a subsequent date result in a
change in control of the Company.

Management
Name
Position
Ivan Vindheim
CEO
Kristian Ellingsen
CFO
Per-Roar Gjerde
COO Farming Americas and Faroes
Ben Hadfield
COO Farming Scotland and Ireland
Ola Brattvoll
COO Sales and Marketing
Atle Kvist
COO Feed
Anne Lorgen Riise
Group Director of Human Resources
Øyvind Oaland
COO Farming Norway
Catarina Martins
Chief Technology Officer and

Chief Sustainability Officer

Statutory auditors
Ernst & Young AS
What is the key financial information

regarding the issuer
Key financial information

Mowi ASA Consolidated
Amounts in EUR million
Annual Report

2019
2018
Operating profit
617.0
925.4
Net financial debt (long term debt plus
1,337
1,037
short term debt minus cash)
Net Cash flows from operating activities
759.0
620.9
Net Cash flows from financing activities
-428.2
-22.0
Net Cash flow from investing activities
-308.3
-563.7

Mowi ASA
Amounts in EUR million
Annual Report

2019
2018
Operating profit
390.8
-19.7
Net financial debt (long term debt plus
1,425
1,109
short term debt minus cash)
Net Cash flows from operating activities
324.4
-65.1
Net Cash flows from financing activities
-170.6
97.4
Net Cash flow from investing activities
-150.0
-2.2

4

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
There is no description of any qualifications in the audit report for the Annual Report 2019.
What are the key risk factors that are specific

to the issuer
Most material key risk factors

1a
Risks related to the sale and supply of our products
I
Our results depend on salmon
Mowi's results are substantially dependent on salmon prices, and
prices.
salmon prices are subject to large short and long-term fluctuations

due to variations in supply and demand caused by factors such as
smolt transfer, biological factors, quality, shifts in consumption and
license changes. Short- or long-term decreases in the price of farm-
raised salmon may harm our profitability and ability to service our
debt obligations.

III
Market demand for our products
Increased competition, consolidation and overcapacity may lead
may decrease.
to reductions in the price of competing products that could curtail
demand for our products. This may reduce our operating cash
flow, and thus the liquidity available to pay interest costs.
1b
Risks related to governmental regulation
I
Tightening of governmental
There is a risk that local, regional and national governments or
regulations may adversely affect environmental agencies will introduce new, stricter regulations in the
our business.
jurisdictions in which Mowi operates relating to the farming,
processing, packaging, storage, distribution, advertising, labeling,
quality and safety of food products. Any such tightening of
regulations may restrict Mowi's ability to operate or grow the
business as planned, or may introduce additional costs and reduce
EBIT margin. This in turn may reduce Mowi's debt service capacity,
and may also reduce the value of the Group's equity, risking a
breach of the financial covenants relating to our long-term debt, and
potentially making refinancing more challenging.
1c
Risks related to our fish farming operations
I Our fish stocks, operations and
Mowi's fish are affected by diseases caused by viruses, bacteria
reputation can be adversely
and parasites which may have an adverse effect on fish survival,
affected by various diseases
health, growth and welfare and may result in reduced harvest
and parasites, including sea
weight and volume, downgrading of products, claims from
lice.
customers and increased costs. In particular, authorities in all
countries with an aquaculture industry have set limits for the
acceptable number of sea lice per fish with which Mowi must
comply. A failure to control sea lice levels at our farms may result
in an increased number of treatments and lead to compromised
fish welfare and higher mortality, higher operating costs and/or
and the possibility of regulatory actions. The associated costs
may reduce the liquidity available to service Mowi's bond
obligations. Continued disease or lice problems may also attract
negative media attention and public concerns, which may affect
sales of Mowi products.
VI Our operations are exposed to
Our business operations are subject to a number of adverse
risks related to biological events
biological risks, including risks relating to sea lice, fish mortality,
or natural phenomena for which
disease, predation and other biological risks. There will always be
insurance coverage is
a risk that certain biological events or natural phenomena may
expensive, limited and
occur for which no or only partial insurance coverage is payable,
potentially inadequate.
and for which some or all of the costs must be met by Mowi,
reducing the liquidity available to service the Group's debt
obligations.
1f
Risks related to our business

5

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
II We rely heavily on the services of We depend substantially on the leadership of a small number of
key personnel.
executive officers and other key employees. There is a risk that
key personnel may leave the employment of the Group. The loss
of the services provided by these individuals could have a
materially adverse effect on our business if replacement personnel
of sufficiently high calibre cannot be found in a timely manner. In
particular, we may find it difficult to attract the necessary
employee resources in the remote areas in which we operate.
VI We depend on a small number
We depend on major industry suppliers of well boats and fish feed.
of contractors for key industry
We currently hire most of our well boats, and we purchase a
supplies, such as fish feed and
significant share of our fish feed from third parties. There is a
well boats.
limited number of key suppliers of these items to our industry, and
failure to maintain good business relationships with these suppliers
may have a significantly adverse effect on us.
1g
Risks related to our financing arrangements
I If we are unable to access Feed production, salmon farming and seafood processing are
capital, we may be unable to capital intensive industries. Our future development and growth
grow or implement our strategy may depend on access to external capital in the form of debt and/
as designed.
or equity capital. A lack of access to such capital, or material
changes in the terms and conditions of our external financing could
limit our future growth and strategy.
IV Fluctuations in foreign exchange We are exposed to changes in foreign exchange rates as a part of
rates may adversely impact our
our business operations. For example, farming operations incur
operating results.
costs in NOK and CAD while most salmon is sold for EUR or USD.
Although we seek to hedge part of our exposure to currency risk, the
remaining exposure may have a materially adverse effect on our
business and financial figures.
V We are subject to fluctuations
We are predominantly financed at floating interest rates, while we
in interest rates due to the
have entered into partial hedges against interest rate fluctuations in
prevalence of floating interest
the main currencies related to our interest-bearing debt, the
rates in our debt.
remaining exposure to the effects of interest rate increases may
have a materially adverse effect on our business and financial
figures.
VI If our customers fail to fulfill their
We are exposed to the risk of losses if one or more contractual
contractual obligations we may
partners do not meet their obligations. We cannot guarantee that we
suffer losses.
will be able to recover losses from trade receivables from credit
insurance companies or that our credit evaluations of trading
partners will be effective.
1h
Risks related to tax and legal matters
I We are exposed to potentially
Significant changes in the tax regimes in the countries in which we
adverse changes in the tax
operate may have a materially adverse effect on our financial
regimes of the jurisdictions in
figures. For example, A Norwegian Parliamentary committee in
which we operate.
2019 proposed a 40% resource tax on aquaculture in Norway
which would if implemented have had a huge negative impact on
our business.
4
Risks related to other legal matters
I Developments related to
We are subject to a variety of laws and regulations that govern our
antitrust investigations could
business, including those relating to competition (antitrust). If we are
have a materially adverse
found to have violated the competition laws in a jurisdiction, we may
effect.
be fined, which could have a materially adverse effect on our
financial figures.

Key information on the securities
Disclosure requirements
Disclosure
What are the main features of the securities

Description of the securities, including ISIN
Unsecured open bond issue with floating rate. ISIN code

6

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
code.
NO0010874050.
Currency for the bond issue
EUR
Borrowing Limit and Borrowing Amount
Borrowing Limit EUR 250,000,000
1st tranche
Borrowing Amount 1st tranche EUR 200,000,000
Denomination Each Bond
EUR 100,000
Any restrictions on the free transferability of
Restrictions on the free transferability of the securities:
the securities.

(a) Certain purchase or selling restrictions may apply to
bondholders under applicable local laws and regulations from time
to time. Neither the Issuer nor the bond trustee shall be
responsible to ensure compliance with such laws and regulations
and each bondholder is responsible for ensuring compliance with
the relevant laws and regulations at its own cost and expense.
(b) A bondholder who has purchased bonds in breach of
applicable restrictions may, notwithstanding such breach, benefit
from the rights attached to the bonds pursuant to the Bond Terms
(including, but not limited to, voting rights), provided that the
Issuer shall not incur any additional liability by complying with its
obligations to such bondholder.
Description of the rights attached to the
The issuer may redeem all but not only some of the outstanding
securities, limitations to those rights and
bonds (call) on any business day at prices and conditions as
ranking of the securities.
stated in the Bond Terms.

Upon the occurrence of a put option event, each bondholder will
have the right (put) to require that the issuer purchases all or
some of the bonds held by that bondholder at a price equal to 101
per cent. of the nominal amount. Further conditions are stated in
the Bond Terms.

See also Status of the bonds and security below.

Information about Issue and Maturity Date,
Issue date was 31 January 2020 and maturity date is 31 January
interest rate, instalment and representative
2025.
of the bondholders

The interest rate consists of a reference rate plus a margin. The
reference rate is EURIBOR 3 months and the Margin is 1.60 %
p.a. The reference rate is floored at zero. The current interest rate
is 1.60 % p.a.

The outstanding bonds will mature in full on the maturity date at a
price equal to 100 % of the nominal amount, if not previously
redeemed by the issuer (call) or the bondholders (put).

The representative of the bondholders is Nordic Trustee AS.

Status of the bonds and security
The bonds will constitute senior debt obligations of the issuer. The
bonds will rank pari passu between themselves and will rank at
least pari passu with all other obligations of the issuer (save for
such claims which are preferred by bankruptcy, insolvency,
liquidation or other similar laws of general application).
The bonds are unsecured.
Where will the securities be traded

Indication as to whether the securities
An application for listing will be sent to the Oslo Børs.
offered are or will be the object of an
application for admission to trading.
What are the key risks that are specific to the
What are the key risks that are specific to the securities
securities
Most material key risks

7

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050

Risk factor
Description
I
The Group requires significant
The ability of the Issuer to make principal or interest payments
liquidity to meet debt obligations when due in respect of the Bonds will depend on the Group's
future financial performance and cash generation ability. Mowi is
subject to a large number of risk factors all of which affect to a
greater or lesser extent the Group's cash generation ability
(detailed in section 1.1) and thus its debt service capacity.
If the Issuer does not generate sufficient liquidity from operations
and other capital resources to pay its financial indebtedness and to
fund its other liquidity needs at the time the bonds mature, the
Issuer may be required to incur new financial indebtedness in order
to be able to repay the Bonds, however there is a risk that the
Issuer may be unable to refinance its indebtedness either at all, or
on acceptable terms, which may inhibit the Issuer's ability to pay
all or part of the principal on the Bonds when due, if at all.
II
The Bonds will be subordinated The secured creditors of the Issuer will have priority over the assets
to the Issuer's secured debt
securing their debt. There is therefore a risk that Mowi's senior
secured lenders may enforce their security against the interests of
the bondholders, and without consulting them. Any assets remaining
after repayment of the Issuer's secured debt may not be sufficient to
repay all amounts owing under the Bonds.
III
There can be no assurance of
The liquidity of the market for the Bonds depends largely on investor
a liquid market for the Bonds
interest in the bond market at large and particularly in the Issuer and
and there is a risk of volatility
the aquaculture segment in which Mowi resides, among other
in the price of the Bonds
factors. There are few bond issuers in the aquaculture segment, so
there is limited data available to gauge investor interest, and there
can be no assurance as to (i) the liquidity of the market for the
Bonds, (ii) Bondholders' ability to sell the Bonds, or (iii) the price at
which Bondholders would be able to sell the Bonds. Historically, the
market for non-investment grade debt has been subject to
disruptions that have caused substantial volatility in the prices of
securities similar to the Bonds. In addition, if an active market does
not develop or is not maintained, the price and liquidity of the Bonds
may be adversely affected.

Key information on the admission to trading on a regulated market
Disclosure requirements
Disclosure
Under which conditions and timetable can I
The estimate of total expenses related to the admission to
invest in this security?
trading, please see clause 13.4.5 in the Base Prospectus.

Listing fee 2020 (Oslo Børs): NOK 41,350
Registration fee (Oslo Børs): NOK 16,700

Why is the prospectus being produced
In connection with listing of the securities on the Oslo Børs.
Reasons for the admission to trading on a
Use of proceeds:
regulated market and use of proceeds.
The Issuer will use the net proceeds from the first tranche
and from the issuance of any additional trancjes for green
projects as further defined by the Green Bond Framework,
including by way of refinancing existing intercompany debt
originally incurred to finance such green projects.

Estimated net amount of the proceeds: EUR 197,774,773

Description of material conflicts of interest to
There are no potential conflicts of interest between any
the issue including conflicting interests.
duties carried out on behalf of the Issuer by members of the
board of directors and the management of the Issuer and
their private interests and/or other duties.

8

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
2 Detailed information about the security

Generally:

ISIN code:
NO0010874050

The Loan/The Bonds/The Notes:
Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds
2020/2025

Borrower/Issuer:
Mowi ASA, Norwegian enterprise no. 964 118 191 and
LEI-code 549300W1OGQF5LZIH349

Group:
Means the Issuer and its subsidiaries from time to time.

Security Type:
Unsecured open bond issue with floating rate

Borrowing Limit Tap Issue:
EUR
250,000,000

Borrowing Amount 1st tranche:
EUR
200,000,000

Denomination Each bond:
EUR
100,000 - each and ranking pari
passu among themselves

Securities Form:
As set out in the Base Prospectus clause 13.1.

Publication:
As specified in the Base Prospectus section 13.4.2.

Issue Price:
100.00 %

Disbursement Date/Issue Date:
31 January 2020

Maturity Date:
31 January 2025

Interest Rate:

Interest Bearing from and Including:
Issue date

Interest Bearing To:
Maturity Date

Reference Rate:
EURIBOR (European Interbank Offered Rate) being:
(a) the interest rate displayed on Reuters screen EURIBOR01 (or
through another system or website replacing it) as of or around 11.00
a.m. (Brussels time) on the Interest Determination Date for the
offering of deposits in Euro and for a period comparable to the
relevant interest period (meaning EURIBOR 3 months); or
(b) if no screen rate is available for the relevant interest period:
(i) the linear interpolation between the two closest relevant interest
periods, and with the same number of decimals, quoted under
paragraph (a) above; or
(ii) a rate for deposits in the Bond currency for the relevant interest
period as supplied to the Bond Trustee at its request quoted by a
sufficient number of commercial banks reasonably selected by the
Bond Trustee; or
(c) if the interest rate under paragraph (a) is no longer available, the
interest rate will be set by the Bond Trustee in consultation with the
Issuer to:
(i) any relevant replacement reference rate generally accepted in the
market; or
(ii) such interest rate that best reflects the interest rate for deposits in
the Bond currency offered for the relevant interest period.

In each case, if any such rate is below zero, the Reference Rate will be
deemed to be zero.

Relevant Screen Page: See description above

9

Mowi ASA

Final Terms - Mowi ASA FRN senior unsecured EUR 250,000,000 green bonds 2020/2025

ISIN NO0010874050
Specified time: See description above

Information about the past and future performance and volatility of the
Reference Rate is available at Reuters screen EURIBOR01 (or through
another system or website replacing it)

Fallback provisions: See description above

Margin:
1.60 % p.a.

Interest Rate:
Reference Rate + Margin

Current Interest Rate: 1.60 % p.a.

Day Count Convention:
As defined in the Base Prospectus section 13.3

Day Count Fraction Secondary
As specified in the Base Prospectus section 13.5.1.a
Market:

Interest Determination Date:
As defined in the Base Prospectus section 13.3.

Interest Rate Determination Date: 28 April 2020 for the interest period
ending on the Interest Payment Date 31 July 2020 (29 January 2020 for
the interest period ending on the Interest Payment Date 30 April 2020),
and thereafter two Business Days prior to each Interest Payment Date.

Interest Rate Adjustment Date:
As defined in the Base Prospectus section 13.3.

Interest Payment Date:
As defined in the Base Prospectus section 13.3 and specified in the
Base Prospectus section 13.5.1.

Interest Payment Date: Each 31 January, 30 April, 31 July and 31
October in each year and the Maturity Date.

The first Interest Payment Date after listing is 31 July 2020 (30 April
2020 was the first Interest Payment Date after Issue Date).

#Days first term:
92 days for the Interest Payment Date 31 July 2020 (90 days for the
Interest Payment Date 30 April 2020)

Yield:
As defined in the Base Prospectus section 13.3.

The Yield is 1.60 % p.a.

Business Day:
As defined in the Base Prospectus section 13.3.

Amortisation and Redemption:

Redemption:
As defined in the Base Prospectus section 13.3 and as specified in the
Base Prospectus section 13.4.3, 13.5.1.b and 13.5.2.b.

See Maturity Date above.

Call Option:
As defined in the Base Prospectus section 13.3.

Voluntary early redemption Call Option
(a) The Issuer may redeem all but not only some of the Outstanding
Bonds (the "Cal Option") on any Business Day from and including:
(i) the First Call Date to, but not including, the Interest Payment Date
in January 2024 at a price equal to 101.12 per cent. of the Nominal
Amount for each redeemed Bond; and
(ii) the Interest Payment Date in January 2024 to, but not including,
the Maturity Date at a price equal to 100.56 per cent. of the Nominal
Amount for each redeemed Bond.
(b) Any redemption of Bonds pursuant to clause 10.2 (a) above shall be

10