Obligation NIBC Banque N.V. 0% ( XS0247979536 ) en EUR

Société émettrice NIBC Banque N.V.
Prix sur le marché 100 %  ▼ 
Pays  Pays-bas
Code ISIN  XS0247979536 ( en EUR )
Coupon 0%
Echéance 17/03/2021 - Obligation échue



Prospectus brochure de l'obligation NIBC BANK N.V XS0247979536 en EUR 0%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée NIBC Bank N.V. est une banque d'investissement indépendante opérant principalement aux Pays-Bas et en Europe, spécialisée dans le financement de projets, le conseil financier et la gestion d'actifs pour les entreprises, les institutions et les investisseurs institutionnels.

L'Obligation émise par NIBC Banque N.V. ( Pays-bas ) , en EUR, avec le code ISIN XS0247979536, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/03/2021









OFFERING CIRCULAR

(Incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)
________________________________________________________________
Euro 20,000,000,000
Programme for the Issuance of Debt Instruments
_________________________________________________________________
Under this Programme for the Issuance of debt instruments (the "Programme"), NIBC Bank N.V. (the "Issuer") may from
time to time issue one or more Tranches (as defined herein) of (i) senior preferred notes (the "Senior Preferred Notes"), (ii)
senior non-preferred notes ("Senior Non-Preferred Notes") and (iii) subordinated notes ("Subordinated Notes" and together
with the Senior Preferred Notes and the Senior Non-Preferred Notes, the "Notes"). The maximum aggregate nominal amount
of all Notes from time to time outstanding under the Programme will not exceed Euro 20,000,000,000.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (within the meaning of Regulation
S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws.
PROHIBITION OF SALES TO EEA OR UK RETAIL INVESTORS ­ If the Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Unlisted Notes) includes a legend entitled "Prohibition of Sales to EEA or UK 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") or in the United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (the
"IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. 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 or the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
This Offering Circular constitutes a base prospectus within the meaning of Regulation (EU) 2017/1129 (as amended) (the
"Prospectus Regulation"). This Offering Circular has been approved by The Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten, the "AFM"), as competent authority under the Prospectus Regulation. The AFM
only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed
by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer nor as an endorsement
of the quality of any Notes that are the subject of this Offering Circular. Investors should make their own assessment as to the
suitability of investing in such Notes. This Offering Circular is issued in replacement of the offering circular dated 27 June
2019 (as amended and supplemented), and accordingly supersedes such earlier offering circular (as amended and
supplemented).
This Offering Circular shall be valid for use only by the Issuer or others who have obtained the Issuer's consent for a
period of up to twelve months after its approval by the AFM and shall expire on 24 June 2021, at the latest. The
obligation to supplement this Offering Circular, in the event of significant new factors, material mistakes or material
inaccuracies only, shall cease to apply upon the expiry of the validity period of this Offering Circular.
Application has been made to Euronext Amsterdam N.V. for the Notes issued under the Programme during the period of 12
months from the date of this Offering Circular to be admitted to listing and trading on Euronext in Amsterdam, the regulated
market of Euronext Amsterdam N.V. ("Euronext Amsterdam"). Euronext Amsterdam is a regulated market for the purposes
of MiFID II.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation
by any competent authority, stock exchange and/or quotation system on a regulated market for the purposes of MiFID II in
the European Economic Area or otherwise (the "Unlisted Notes") or to be admitted to listing, trading and/or quotation by the
listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.
Any person (an "Investor") intending to acquire or acquiring any securities from an offeror (an "Offeror") will do so,
and offers and sales of the securities to an Investor by an Offeror will be made, in accordance with any terms of other
arrangements in place between such Offeror and such Investor including as to price, allocations and settlement
arrangements. The Issuer will not be a party to any such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the securities and, accordingly, neither this Offering Circular nor any Final Terms
will contain such information and an Investor must obtain such information from the Offeror. Such information will
be provided at the time of any sub-offers.
An investment in Notes issued under the Programme involves certain risks. A section containing "Risk Factors" has
been included in this Offering Circular (please see pages 11 to 48 (inclusive) of this Offering Circular).
References in this Offering Circular to "Passported Countries" shall mean the EEA Member State(s) whose competent
authorities have received from the AFM (i) a copy of the Offering Circular and (ii) a certificate of approval pursuant to Article


L_LIVE_EMEA2:19374777v10







25 of the Prospectus Regulation (as defined herein) attesting that the Offering Circular has been drawn up in accordance with
the Prospectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will be set out in a Final Terms document (the "Final Terms") (or, in the case of Unlisted
Notes, a pricing supplement (the "Pricing Supplement") for that Tranche issued by the Issuer).

BENCHMARK REGULATION ­ Interest and/or other amounts payable under the Notes may be calculated by reference to
certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the Final Terms (or, in the case
of Unlisted Notes, a Pricing Supplement) will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation. Transitional
provisions in the Benchmark Regulation may have the result that the administrator of a particular benchmark is not required
to appear in the register of administrators and benchmarks at the date of the Final Terms (or, in the case of Unlisted Notes, the
Pricing Supplement). The registration status of any administrator under the Benchmark Regulation is a matter of public record
and, save where required by applicable law, the Issuer does not intend to update the Final Terms (or, in the case of Unlisted
Notes, the Pricing Supplement) to reflect any change in the registration status of the administrator.

Amounts payable under the Notes may, inter alia, be calculated by reference to the London inter-bank offered rate ("LIBOR"),
which is provided by ICE Benchmark Administration Limited, the Euro inter-bank offered rate ("EURIBOR") which is
provided by the European Money Markets Institute, the Euro short-term rate ("STR") which is provided by the European
Central Bank, the Sterling Overnight Index Average ("SONIA") which is provided by the Bank of England and the Secured
Overnight Financing Rate ("SOFR") which is provided by the Federal Reserve Bank of New York. As at the date of this
Offering Circular, ICE Benchmark Administration Limited and the European Money Markets Institute appear on the register
of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware, as at the date of this Offering Circular, STR, SONIA and SOFR do not fall within the scope of
the Benchmark Regulation.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289 OF SINGAPORE) - The Final Terms in respect of any Notes may include a legend entitled "Singapore
Securities and Futures Act Product Classification" which will state the product classification of the Notes pursuant to
section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"). The Issuer will make a
determination in relation to each issue about the classification of the Notes being offered for purposes of section 309B(1)(a).
Any such legend included on the relevant Final Terms will constitute notice to "relevant persons" for purposes of section
309B(1)(c) of the SFA.
MIFID II product governance / target market ­ The Final Terms (or, in the case of Unlisted Notes, the Pricing Supplement)
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 recommending 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 Governance 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 Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

Arranger

MORGAN STANLEY

Dealers
ABN AMRO BANK N.V.
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
ING
J.P. MORGAN
LANDESBANK BADEN-WÜRTTEMBERG
MORGAN STANLEY
NATWEST MARKETS
NIBC BANK
SOCIÉTÉ GÉNÉRALE CORPORATE &
UBS INVESTMENT BANK
INVESTMENT BANKING






The date of this Offering Circular is 24 June 2020.


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CONTENTS

Page
OVERVIEW OF THE PROGRAMME ....................................................................................................... 1
RISK FACTORS ........................................................................................................................................ 11
IMPORTANT NOTICES ........................................................................................................................... 49
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS ......................................... 53
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 54
FORMS OF THE NOTES .......................................................................................................................... 57
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 63
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 65
FORM OF FINAL TERMS ...................................................................................................................... 139
FORM OF PRICING SUPPLEMENT ..................................................................................................... 161
USE OF PROCEEDS ............................................................................................................................... 183
BUSINESS DESCRIPTION OF NIBC BANK N.V. ............................................................................... 184
SUPERVISION AND REGULATION .................................................................................................... 189
TAXATION ............................................................................................................................................. 195
SUBSCRIPTION AND SALE ................................................................................................................. 200
TRANSFER RESTRICTIONS ................................................................................................................ 207
GENERAL INFORMATION .................................................................................................................. 208
INDEX OF DEFINED TERMS ............................................................................................................... 211


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OVERVIEW OF THE PROGRAMME
The following description does not purport to be complete and is qualified in its entirety by the remainder
of this Offering Circular. Words and expressions defined in "Terms and Conditions of the Notes" or
elsewhere in this Offering Circular shall have the same meanings in this overview.
Issuer
NIBC Bank N.V.
Legal Entity
B64D6Y3LBJS4ANNPCU93
Identifier (LEI)

Risk Factors
There are certain risk factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out under
"Risk Factors" and include risk related to the adverse effects of general economic
and other business conditions, risk related to substantial competitive pressures,
risk related to regulatory changes as well as operational risk. There are certain
factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme. These are set out under "Risk Factors"
and include certain risks relating to the structure of a particular Series of Notes
and certain market risks.
Arranger
Morgan Stanley & Co. International plc.
Dealers
ABN AMRO Bank N.V., BofA Securities Europe SA, Citigroup Global Markets
Limited,
Citigroup
Global
Markets
Europe
AG,
Commerzbank
Aktiengesellschaft, Credit Suisse Securities (Europe) Limited, Deutsche Bank
Aktiengesellschaft, Goldman Sachs International, ING Bank N.V., J.P. Morgan
Securities plc, Landesbank Baden-Württemberg, Morgan Stanley & Co.
International plc, NatWest Markets N.V., NIBC Bank N.V., Société Générale and
UBS AG London Branch and any other dealer appointed from time to time by the
Issuer.
Calculation Agent
The party specified in the applicable Final Terms as the Calculation Agent will
act as Calculation Agent for the applicable Series on the terms set out in the Fiscal
Agency Agreement or such calculation agency agreement entered into or deemed
to be entered into between that Calculation Agent and the Issuer. For the
avoidance of doubt, where the Notes are Index Linked Notes, the Calculation
Agent for such Series will not be Citibank, N.A., London Branch (in its capacity
as Fiscal Agent, Paying Agent, Registrar and/or Transfer Agent under the Fiscal
Agency Agreement).
Transfer Agent
Citibank, N.A., London Branch.
Fiscal Agent
Citibank, N.A., London Branch.
Registrar
Citibank, N.A., London Branch or such entity as may replace Citibank, N.A.,
London Branch as Registrar.
Final Terms
Notes issued under the Programme shall be issued pursuant to this Offering
Circular and associated Final Terms. The terms and conditions applicable to any
particular Tranche of Notes will be the Terms and Conditions of the Notes as
completed by the relevant Final Terms.

Unlisted Notes under the Programme shall be issued pursuant to this Offering
Circular and associated Pricing Supplement. The terms and conditions applicable
to any particular Tranche of Unlisted Notes will be the Terms and Conditions of
the Notes as completed by the relevant Pricing Supplement.

The Programme also permits Notes to be issued on the basis that they will be
admitted to listing, trading and/or quotation by the competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer.

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References in this Offering Circular to "Final Terms" shall, in the case of an issue
of Unlisted Notes, be read and construed as a reference to the applicable Pricing
Supplement, unless the context otherwise requires.
Clearing Systems
The Notes may be cleared through Euroclear and Clearstream, Luxembourg, or
any other clearing system as may be specified in the relevant Final Terms.
Programme
Up to Euro 20,000,000,000 (or its equivalent in other currencies) outstanding at
Amount
any time. The Issuer may increase or decrease the amount of the Programme.
Issuance in Series
Notes will be issued in Series (each a "Series"). Each Series may comprise one or
more Tranches (each a "Tranche") issued on different issue dates. Each Tranche
will be the subject of Final Terms.
Form of Notes
The Notes will be issued in bearer form or registered form as further described in
"Forms of the Notes".

Notes in registered form may not be exchanged for Notes in bearer form.
Currencies
Notes may be denominated in such currency as the Issuer and the relevant
Dealer(s) may agree, as specified in the relevant Final Terms, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements.
Status and ranking
The Senior Preferred Notes and the relative Coupons constitute direct,
of Senior Preferred
unconditional, unsubordinated and unsecured obligations of the Issuer and rank
Notes
pari passu without any preference among themselves and at least pari passu with
all other direct, unconditional, unsubordinated and unsecured obligations of the
Issuer, present and future (save for certain exemptions provided by law) and (in
the event of the bankruptcy (faillissement) of the Issuer only) other than those
unsecured and unsubordinated obligations having a lower ranking in reliance on
article 212rb of the Dutch Bankruptcy Act (Faillissementswet) (or any other act
or provision implementing article 108 paragraph 2 of Directive 2014/59/EU, as
amended by Directive 2017/2399/EU, in The Netherlands).

Status and Ranking The Senior Non-Preferred Notes qualify as, and comprise part of the class of,
Terms of the Senior Statutory Senior Non-Preferred Obligations and constitute unsubordinated and
Non-Preferred
unsecured obligations of the Issuer and, save for those preferred by mandatory
Notes
and/or overriding provisions of law, rank in a Winding-Up of the Issuer (i) pari
passu without any preference among themselves and with all other present and
future obligations of the Issuer qualifying as Statutory Senior Non-Preferred
Obligations, (ii) in the event of the bankruptcy (faillissement) of the Issuer only,
junior to any present and future unsubordinated and unsecured obligations of the
Issuer which do not qualify as Statutory Senior Non-Preferred Obligations and
(iii) senior to any Junior Obligations.

By virtue of such ranking, payments to Senior Non-Preferred Noteholders will, in
the event of the bankruptcy (faillissement) of the Issuer, only be made after all
claims in respect of unsubordinated and unsecured obligations of the Issuer which
do not qualify as Statutory Senior Non-Preferred Obligations have been satisfied.
If resolution proceedings are commenced in respect of the Issuer in accordance
with the Applicable Resolution Framework, the aforementioned ranking in the
event of bankruptcy will in principle be followed, in reverse order (with the most
junior instruments or liabilities first affected), subject to certain exceptions.

Status and
Subordinated Notes not intended to qualify as Tier 2 Notes
Subordination

Terms of the
The Subordinated Notes not intended to qualify as Tier 2 Notes and the relative
Subordinated Notes Coupons constitute subordinated and unsecured obligations of the Issuer and rank
pari passu without any preference among themselves and with all other present

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and future subordinated and unsecured obligations of the Issuer (other than those
subordinated obligations expressed by or under their own terms to rank

subordinated and junior to the Subordinated Notes not intended to qualify as Tier
2 Notes, including the Issuer's Subordinated Notes intended to qualify as Tier 2

Notes), save for those preferred by mandatory and/or overriding provisions of law.

All claims in respect of, or arising under, the Subordinated Notes not intended to
qualify as Tier 2 Notes and the relative Coupons against the Issuer are in the
Winding-Up of the Issuer subordinated to (a) the claims of depositors (other than
in respect of those whose deposits are expressed by or under their own terms to
rank equally to or lower than the Subordinated Notes), (b) unsubordinated claims
with respect to the repayment of borrowed money (including those
unsubordinated and unsecured obligations having a lower ranking in reliance on
article 212rb of the Dutch Bankruptcy Act (Faillissementswet) (or any other act
or provision implementing article 108 paragraph 2 of Directive 2014/59/EU, as
amended by Directive (EU) 2017/2399, in The Netherlands)) and (c) other
unsubordinated claims (collectively, "Non Tier-2 Senior Claims").

By virtue of such subordination, payments to a Subordinated Noteholder will, in
the event of the Winding-Up of the Issuer, only be made after all obligations of
the Issuer resulting from Non Tier-2 Senior Claims have been satisfied. If
resolution proceedings are commenced in respect of the Issuer in accordance with
the Applicable Resolution Framework, the aforementioned ranking in the event
of bankruptcy will in principle be followed, in reverse order (with the most junior
instruments or liabilities first affected), subject to certain exceptions.

Subordinated Notes intended to qualify as Tier 2 Notes

The Subordinated Notes to qualify as Tier 2 Notes and the relative Coupons
constitute subordinated and unsecured obligations of the Issuer and rank pari
passu without any preference among themselves and with all other present and
future Tier 2 own funds instruments (and senior to Tier 1 capital items as referred
to in Article 25 of Regulation (EU) No 575/2013, as amended).

All claims in respect of, or arising under, the Subordinated Notes intended to
qualify as Tier 2 Notes and the relative Coupons against the Issuer are in the
Winding-Up of the Issuer subordinated to (a) the claims of depositors (other than
in respect of those whose deposits are expressed by or under their own terms to
rank equally to or lower than the Subordinated Notes), (b) unsubordinated claims
with respect to the repayment of borrowed money (including those
unsubordinated and unsecured obligations having a lower ranking in reliance on
article 212rb of the Dutch Bankruptcy Act (Faillissementswet) (or any other act
or provision implementing article 108 paragraph 2 of Directive 2014/59/EU, as
amended by Directive (EU) 2017/2399, in The Netherlands)), (c) other
unsubordinated claims and those claims preferred by mandatory and/or overriding
provision, (d) MREL Eligible Liabilities, (e) Subordinated Notes not intended to
qualify as Tier 2 Notes and (f) any other claims that do not result from an own
funds item as referred to in point (118) of Article 4(1) of Regulation (EU)
No 575/2013, as amended (collectively, "Tier 2 Senior Claims").

By virtue of such subordination, payments to a Subordinated Noteholder will, in
the event of the Winding-Up of the Issuer, only be made after all obligations of
the Issuer resulting from Tier 2 Senior Claims have been satisfied. If resolution
proceedings are commenced in respect of the Issuer in accordance with the
Applicable Resolution Framework, the aforementioned ranking in the event of
bankruptcy will in principle be followed, in reverse order (with the most junior
instruments or liabilities first affected), subject to certain exceptions.

From (and including) the date on which the act or law implementing article 48(7)
of Directive 2014/59/EU, as amended (including by way of Directive (EU)

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2019/879) into Dutch law becomes effective in the Netherlands (the
"Implementing Act"), Subordinated Notes intended to qualify as Tier 2 Notes
and the relative Coupons are intended to qualify as, and comprise part of, tier 2
capital own funds items having a lower priority ranking than any claim that does
not result from a tier 2 capital own funds item within the meaning of, or as
contemplated in, the Implementing Act (and ranking senior to any Tier 1 capital
items as referred to in Article 25 of Regulation (EU) No 575/2013, as amended).

No set-off or netting No Noteholder holding Subordinated Notes, Senior Non-Preferred Notes or
in respect of Senior
Senior Preferred Notes intended to qualify as MREL Eligible Liabilities may
Non-Preferred
exercise or claim any right of set-off or netting in respect of any amount owed to
Notes and
it by the Issuer arising under or in connection with such Notes.
Subordinated Notes
Overview of order
The below table compares the order in which losses will be absorbed on the Notes
of application of
issued under this Programme in situations of bankruptcy of the Issuer and in write-
Bankruptcy and
down and conversion (subject to certain exceptions and potential changes in the
Resolution in
future, including Regulation (EU) 2019/877 having become effective,
respect of the Notes respectively the implementation of Directive (EU) 2019/879, as amended, into
Dutch law):

Bankruptcy
Resolution *
1. Subordinated Notes qualifying as 1. Subordinated Notes qualifying as
Tier 2 instruments.
Tier 2 instruments.
2. Subordinated Notes that do not 2. Subordinated Notes that do not
qualify as Tier 2 Notes.
qualify as Tier 2 Notes.
3. Senior Non-Preferred Notes.
3. Senior Non-Preferred Notes.
4. Senior Preferred Notes.
4. Senior Preferred Notes.

* The principle applicable to resolution procedures is that no creditor may be
worse off than in bankruptcy.

Maturities
The Notes may have such maturities as may be agreed between the Issuer and the
relevant Dealer(s), subject to a minimum maturity of one month and, in the case
of Subordinated Notes, five years, and a maximum maturity of 30 years and 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 Issuer or the relevant Specified Currency.

Any Notes having a maturity of less than one year and in respect of which either
(i) the issue proceeds are received by the Issuer in the United Kingdom or (ii) the
activity of issuing the Notes is carried on from an establishment maintained by the
Issuer in the United Kingdom, such Notes must (a) have a minimum redemption
value of £100,000 (or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses, or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their businesses; or (b)
be issued in other circumstances which do not constitute a contravention of section
19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer.
Issue Price
Notes may be issued at any price as specified in the relevant Final Terms. The
price and amount of Notes to be issued under the Programme will be determined
by the Issuer and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Redemption at
Unless previously redeemed, written down or converted or purchased and
Maturity
cancelled, Notes will be redeemed on the Maturity Date at their Final Redemption

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Amount which may be the nominal amount of such Notes or such other amount
as is specified in the applicable Final Terms.

Index Linked Redemption Notes

Where the Notes are Index Linked Redemption Notes, the return on such Notes
may be linked to the level of a specified index (Single Reference Asset Level) or
basket of indices. In case of a basket of indices, the combined level of the indices
in the basket will, depending on what is specified in the applicable Final Terms,
be computed either as (i) the average of the reference levels of the indices
determined in accordance with their respective weightings specified in the
applicable Final Terms (Average Index Level), or (ii) the reference level or price
of the worst performing index relative to its initial reference level (Worst
Performer of Basket).

The reference level to which the Notes are linked will, depending on what is
specified in the applicable Final Terms, determine the final redemption amount.

If on the Final Valuation Date the Final Reference Level is equal to or higher than
the Strike Level, an Index Linked Redemption Note will be redeemed on the
Maturity Date at the lowest of (a) (i) the Minimum Redemption Amount plus (ii)
the product of (x) the Specified Denomination (y) the gearing* and (z) a fraction
the numerator of which is equal to the Final Reference Level minus the Strike
Level and the denominator of which is the Initial Reference Level and (b) the
Maximum Redemption Amount (if applicable). If Maximum Redemption
Amount is specified in the applicable Final Terms as "Not Applicable" then the
Notes will redeem at an amount as calculated pursuant to (a) above. If on the Final
Valuation Date the Final Reference Level is lower than the Strike Level, an Index
Linked Redemption Note will be redeemed on the Maturity Date at the Minimum
Redemption Amount. The Reference Level is the Single Reference Asset Level,
the Average Basket Level or the Worst Performer of Basket. The Final
Redemption Amount of an Index Linked Redemption Note will therefore have a
direct relationship with the level of the index or indices to which such Notes are
linked and can be lower or higher than the Specified Denomination but not lower
than the Minimum Redemption Amount or, if applicable, higher than the
Maximum Redemption Amount.
In certain circumstances the calculation and payment of amounts due on Index
Linked Notes may be delayed including where, for example it is not possible to
determine the level of the Reference Asset on the specified reference date. In such
circumstances Noteholders may receive payments of principal on such Notes later
than expected. No additional amounts will be paid to Noteholders as a result of
such postponement.

* If the gearing is 1 (one) or 100% there will effectively be no gearing.
Optional
Notes may be redeemed before their stated maturity at the option of the Issuer as
Redemption
described in Condition 8.4 (Optional Early Redemption (Issuer Call)) and/or the
Noteholders as described in Condition 8.6 (Optional Early Redemption (Investor
Put)) to the extent (if any all) specified in the Final Terms.
Redemption for
To the extent specified in the Final Terms, early redemption will be permitted for
Taxation Reasons
taxation reasons as described in Condition 8.3 (Early Redemption for Taxation
(Tax Call) and
Reasons (Tax Call)) and, in respect of Senior Preferred Notes only, for illegality
Illegality (Illegality
as described in Condition 8.7 (Redemption for Illegality (Illegality Call)).
Call)
Early Redemption
If the Notes are to be redeemed early, such Notes will be redeemed at their Early
Amount
Redemption Amount, which may be an amount equal to the Issue Price, such

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Note's nominal amount; its market value (where the Notes are Index Linked
Notes); or such other amount as may be specified in the applicable Final Terms.
Redemption of the
If "Regulatory Call" is specified in the applicable Final Terms, the Issuer may
Subordinated Notes upon the occurrence of a Capital Event (in the case of Subordinated Notes
for regulatory
specified in the applicable Final Terms as intended to qualify as Tier 2 Notes)
purposes
and/or an MREL Disqualification Event (in the case of Subordinated Notes
intended to qualify as MREL Eligibilities) redeem the Subordinated Notes, in
whole but not in part, at any time, if the Issuer has notified the relevant
Subordinated Noteholders on giving not less than 30 nor more than 60 days'
irrevocable notice, or such other period of notice as is specified in the applicable
Final Terms, in accordance with Condition 14 (Notices), provided that, in respect
of Subordinated Notes specified in the applicable Final Terms as intended to
qualify as Tier 2 Notes, redemption upon the occurrence of an MREL
Disqualification Event may not take place unless a Capital Event has occurred and
is continuing and the requirements for redemption following such Capital Event
in respect of such Subordinated Notes have been satisfied. Additionally,
redemption of the Subordinated Notes is subject to:
(a)
in the case of Subordinated Notes specified in the applicable Final Terms
as intended to qualify as Tier 2 Notes prior to the Capital Event, the prior
permission of the Competent Authority provided that at the relevant time
such permission is required to be given pursuant to Article 77 CRR and
(ii) the Issuer demonstrating
to the satisfaction of the Competent
Authority that it meets the conditions in Article 78 CRR, which may
include requiring the replacement of the Subordinated Notes with own
funds instruments of equal or higher quality at terms that are sustainable
for the income capacity of the Issuer; or
(b)
in the case of Subordinated Notes intended to qualify as MREL Eligible
Liabilities prior to the MREL Disqualification Event, (i) the prior
permission of the Competent Authority provided that at the relevant time
such permission is required to be given and (ii) compliance with
any
other pre-conditions to, or requirements applicable to, such redemption as
may be required by the Competent Authority or the Applicable MREL
Regulations at such time.
The Issuer will redeem the Subordinated Notes in accordance with the Terms and
Conditions and subject to Condition 8.9 at the Early Redemption Amount
specified in the applicable Final Terms together with accrued interest (if any) to
but excluding the date of redemption.
Redemption of the
If "MREL Disqualification Event Call" is specified in the applicable Final Terms,
Senior Preferred
the Issuer may upon the occurrence of an MREL Disqualification Event redeem
Notes intended to
the Senior Preferred Notes intended to qualify as MREL Eligible Liabilities and
qualify as MREL
Senior Non-Preferred Notes, in whole but not in part, at any time, if the Issuer has
Eligible Liabilities
notified the Noteholders on giving not less than 30 nor more than 60 days'
and Senior Non-
irrevocable notice, or such other period of notice as is specified in the applicable
Preferred Notes for Final Terms, in accordance with Condition 14 (Notices). Additionally, redemption
regulatory purposes of the Senior Preferred Notes intended to qualify as MREL Eligible Liabilities and
Senior Non-Preferred Notes is subject (i) the Issuer obtaining the prior permission
of the Competent Authority provided that, at the relevant time, such permission is
required to be given and (ii) compliance with any other pre-conditions to, or
requirements applicable to, such redemption, substitution or variation as may be
required by the Competent Authority or the Applicable MREL Regulations at such
time.
The Issuer will redeem the Senior Preferred Notes intended to qualify as MREL
Eligible Liabilities and Senior Non-Preferred Notes in accordance with the Terms
and Conditions and subject to Condition 8.8 at the Early Redemption Amount

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specified in the applicable Final Terms together with accrued interest (if any) to
but excluding the date of redemption.
Substitution or
If "Substitution or Variation" is specified in the applicable Final Terms and if an
Variation of Senior
MREL Disqualification (as defined in Condition 8.8 (Redemption, substitution
Preferred Notes
and variation for regulatory purposes of Senior Preferred Notes intended to
intended to qualify
qualify as MREL Eligible Liabilities and Senior Non-Preferred Notes) of the
as MREL Eligible
Terms and Conditions of the Notes) has occurred and is continuing, then the Issuer
Liabilities and
may, subject to the prior permission of the Competent Authority provided that at
Senior Non-
the relevant time such permission is required to be given (but without any
Preferred Notes
requirement for the permission of the Noteholders) and on giving not less than 30
nor more than 60 days' irrevocable notice in accordance with Condition 14
(Notices) to the Noteholders, either substitute all, but not some only, of the Senior
Preferred Notes intended to qualify as MREL Eligible Liabilities or Senior Non-
Preferred Notes or vary the terms of such Notes so that they remain or, as
appropriate, become MREL Compliant Notes.
Substitution or
If "Substitution or Variation" is specified in the applicable Final Terms and if a
Variation of the
Capital Event (in the case of Subordinated Notes specified in the applicable Final
Subordinated Notes Terms as intended to qualify as Tier 2 Notes) and/or an MREL Disqualification
Event (in the case of Subordinated Notes intended to qualify as MREL Eligible
Liabilities) has occurred and is continuing, then the Issuer may, subject to the prior
permission of the Competent Authority provided that at the relevant time such
permission is required to be given (but without any requirement for the permission
of the Subordinated Noteholders) and on giving not less than 30 nor more than 60
days' irrevocable notice in accordance with Condition 14 (Notices) to the
Subordinated Noteholders, either substitute all, but not some only, of the
Subordinated Notes or vary the terms of the Subordinated Notes so that they
remain or, as appropriate, become Tier 2 Compliant Notes (in the case of
Subordinated Notes specified in the applicable Final Terms as intended to qualify
as Tier 2 Notes) or MREL Eligible Liabilities (in the case of Subordinated Notes
intended to qualify as MREL Eligible Liabilities).

Statutory Loss
The Notes may become subject to the determination by the Relevant Resolution
Absorption and
Authority or the Issuer (following instructions from the Relevant Resolution
Recapitalisation
Authority) that without the consent of the relevant Noteholders:

(a)
all or part of the nominal amount of such Notes, including accrued but
unpaid interest in respect thereof, must be written down or otherwise be
applied to absorb losses, subject to write-up by the Relevant Resolution
Authority (such write-down, "Statutory Loss Absorption"); or
(b)
all or part of the nominal amount of such Notes, including accrued but
unpaid interest in respect thereof, must be converted into claims which
may give right to Common Equity Tier 1 instruments (such conversion,
"Recapitalisation"),
all as prescribed by the Applicable Resolution Framework.

Upon any such determination (i) the relevant proportion of the outstanding
nominal amount of the Notes subject to Statutory Loss Absorption or
Recapitalisation shall be written down or converted into claims which may give
right to Common Equity Tier 1 instruments or otherwise be applied to absorb
losses, as prescribed by the Applicable Resolution Framework, (ii) such Statutory
Loss Absorption or Recapitalisation shall not constitute an Event of Default and
(iii) Noteholders will have no further claims in respect of the amount so written
down or the amount subject to conversion or otherwise as a result of such
Statutory Loss Absorption or Recapitalisation, including with respect to any
accrued but unpaid interest on such written down or converted amounts.

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