Obligation ArcelorMittal 4.5% ( XS0765621569 ) en EUR

ArcelorMittal

100.23 % ▲

Luxembourg

XS0765621569 ( en EUR )

4.5% par an ( paiement annuel )

29/03/2018 - Obligation échue

Prospectus brochure de l'obligation ArcelorMittal XS0765621569 en EUR 4.5%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par ArcelorMittal ( Luxembourg ) , en EUR, avec le code ISIN XS0765621569, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/03/2018

Base Prospectus dated 16 December 2022

(a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg having its registered office
at 24-26 boulevard d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg, and registered with the
Registre de Commerce et des Sociétés, Luxembourg under number B82.454)
10,000,000,000
Euro Medium Term Note Programme
(wholesale programme)
_________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier
(the "CSSF"), which is the Luxembourg competent authority under Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to
the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "EU Prospectus
Regulation"), as a base prospectus (the "Base Prospectus") issued in compliance with the EU Prospectus
Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities for the purpose of giving
information with regard to the notes ("Notes") issued under the 10,000,000,000 Euro Medium Term Note
Programme (the "Programme") described in this Base Prospectus during the period of twelve (12) months after
the date hereof. The CSSF has only approved this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the EU Prospectus Regulation. Such an approval should not be
considered as an endorsement of ArcelorMittal ("ArcelorMittal", the "Issuer" or the "Company") nor as an
endorsement of the quality of any Notes that are the subject of this Base Prospectus. The CSSF assumes no
responsibility for the economic or financial soundness of the transactions contemplated by this Base Prospectus
or the quality or solvency of the Issuer. Investors should make their own assessment as to the suitability of
investing in such Notes. Application has been made for the Notes, during the period of twelve (12) months after
the date hereof, to be admitted to trading on the Luxembourg Stock Exchange's Regulated Market (Bourse de
Luxembourg) and to be listed on the official list of the Luxembourg Stock Exchange, which is a regulated market
(a "Regulated Market") as defined in the Markets in Financial Instruments Directive 2014/65/EU, as amended
("EU MiFID II") and published on the list of the regulated markets in the Official Journal of the European Union.
This Base Prospectus shall be valid until 16 December 2023, 12 months after the date of approval by the CSSF,
provided that it is completed until such date by any supplement pursuant to Article 23 of the EU Prospectus
Regulation, following the occurrence of a significant new factor, a material mistake or a material inaccuracy
relating to the information included in this Base Prospectus which may affect the assessment of the Notes. 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 or to be admitted to listing, trading
and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may
be agreed with the Issuer. In the case of any Notes which are to be listed and admitted to trading on a Regulated
Market within the European Economic Area ("EEA") and/or offered to the public in a Member State of the EEA
which would otherwise require the publication of a prospectus under the EU Prospectus Regulation (as defined
herein) in respect of such offering, the minimum specified denomination shall be 100,000 (or its equivalent in
any other currency as at the date of issue of the Notes).
Notes issued under the Programme may, or may not, be rated. The rating (if any) may be specified in the relevant
Final Terms (as defined herein). Whether or not each credit rating applied for in relation to a relevant Series of
Notes (as defined herein) will be (i) issued or endorsed by a credit rating agency established in the EEA and
registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation") and/or (ii) issued or
endorsed by a credit rating agency established in the United Kingdom ("UK") and registered or certified under
the Regulation (EU) No 1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the
1

European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"), will be disclosed in the relevant Final
Terms. The list of registered rating agencies published by the European Securities and Markets Authority
("ESMA") will appear on its website (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the EU CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, change, or withdrawal at any time by the assigning rating agency. In general, EEA
regulated investors are restricted from using a credit rating for regulatory purposes if such a credit rating is not
issued by a credit rating agency established in the EEA and registered under the CRA Regulation. This general
restriction will also apply in the case of credit ratings issued by third country non-EEA credit rating agencies,
unless an exception applies, including the relevant credit ratings having been endorsed by an EEA-registered
credit rating agency. Investors regulated in the UK are subject to similar restrictions under the UK CRA
Regulation.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk
Factors" below.
Arranger
BNP PARIBAS

Dealers
BofA Securities
BBVA
Citigroup
BNP Paribas
Crédit Agricole CIB
BMO Capital Markets
CIC Market Solutions
Commerzbank
HSBC
Goldman Sachs International
J.P. Morgan
ING
Mizuho
IMI Intesa Sanpaolo
NatWest Markets
NATIXIS
RBC Capital Markets
Rabobank
SMBC
Santander Corporate & Investment Banking
Société Générale Corporate & Investment Banking
UniCredit

Date: 16 December 2022
2

TABLE OF CONTENTS

IMPORTANT NOTICES ....................................................................................................................... 3
GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 6
RISK FACTORS .................................................................................................................................. 11
INFORMATION INCORPORATED BY REFERENCE .................................................................... 55
SUPPLEMENTS TO THE BASE PROSPECTUS .............................................................................. 66
FORMS OF THE NOTES .................................................................................................................... 67
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 71
USE OF PROCEEDS ......................................................................................................................... 119
FORM OF FINAL TERMS ................................................................................................................ 120
DESCRIPTION OF THE ISSUER ..................................................................................................... 142
RECENT DEVELOPMENTS ............................................................................................................ 143
TAXATION ........................................................................................................................................ 145
SUBSCRIPTION AND SALE ........................................................................................................... 147
GENERAL INFORMATION ............................................................................................................. 154

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 8.1 of the EU Prospectus
Regulation. The Issuer accepts responsibility for the information contained in this Base Prospectus and for the
Final Terms (as defined below) for each Tranche of Notes issued under the Programme. To the best of the
knowledge of the Issuer, the information contained in this Base Prospectus is in accordance with the facts and
makes no omission likely to affect its import.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final
terms (the "Final Terms"). This Base Prospectus must be read and construed together with any supplements
hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes,
must be read and construed together with the relevant Final Terms.
No person has been authorized to give any information or to make any representation concerning the Issuer,
the Programme or the Notes, other than as contained or incorporated by reference in this Base Prospectus and,
if given or made, any such other information or representation should not be relied upon as having been
authorized by the Issuer or any Dealer.
Neither the Dealers (as defined herein) nor any of their respective affiliates have authorised the whole or any
part of this Base Prospectus and none of them makes any representation or warranty or accepts any
responsibility as to the accuracy or completeness of the information contained in this Base Prospectus or any
3

responsibility for the acts or omissions of the Issuer or any other person (other than the relevant Dealer) in
connection with the issue and offering of the Notes. Neither the delivery of this Base Prospectus or any Final
Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that
the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon which
this Base Prospectus has been most recently amended or supplemented or that there has been no adverse
change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading
position of the Issuer since the date thereof or, if later, the date upon which this Base Prospectus has been most
recently amended or supplemented 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.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any
such restrictions. Any investor purchasing the Notes under this Base Prospectus and any Final Terms is solely
responsible for ensuring that any offer or resale of the Notes it purchased under this Base Prospectus and any
Final Terms occurs in compliance with applicable laws and regulations. For a description of certain restrictions
on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and
other offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"),
and Notes that are not in registered form for U.S. federal tax purposes are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes that are not in registered form for U.S. federal tax purposes may not be
offered, sold or delivered within the United States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes.
Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation
and appraisal of the condition (financial or otherwise) of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not
exceed 10,000,000,000 (and for this purpose, any Notes denominated in another currency shall be translated
into euro at the date of the agreement to issue such Notes calculated in accordance with the provisions of the
Dealer Agreement). The maximum aggregate principal amount of Notes which may be outstanding at any one
time under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement as defined under "Subscription and Sale".
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the EEA, references to "$", "U.S. dollars" or "dollars" are to United States dollars and
references to "", "EUR" or "euro" are to the single currency introduced at the start of the third stage of
European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as
amended.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures which precede them.
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The requirement to publish a prospectus under the EU Prospectus Regulation only applies to Notes which are
to be admitted to trading on a Regulated Market and/or offered to the public in the EEA other than in
circumstances where an exemption is available under Article 1(4) and/or 3(2) of the EU Prospectus Regulation.
This document is only being distributed to and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons
together being referred to as "Relevant Persons"). Any Notes will only be available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with
Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of
its contents.
Canada The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Base Prospectus (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of
these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian
jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the dealers are
not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with an offer of Notes.
For a more complete description of certain restrictions on offering and sale of Notes and on distribution of this
Base Prospectus and any Final Terms, see "Subscription and Sale".
Copies of this document will be available free of charge during normal business hours on any week day (except
public holidays) at the offices of the Issuer.
This document will be published on the website of the Issuer at
https://corporate.arcelormittal.com/investors/fixed-income-investors/emtn-programme and the Luxembourg
Stock Exchange at www.bourse.lu.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
stabilisation manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any
Stabilisation Manager(s)) in the applicable Final Terms may over allot Notes or effect transactions with
a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30
3

calendar days after the issue date of the relevant Tranche of Notes and 60 calendar days after the date
of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilisation Manager(s) (or persons acting on behalf of the Stabilisation Manager(s))
in accordance with all applicable laws and rules.
Forward-Looking Statements
This Base Prospectus contains forward-looking statements based on estimates and assumptions. Forward-
looking statements include, among other things, statements concerning the business, future financial condition,
results of operations and prospects of ArcelorMittal, including its subsidiaries. These statements usually
contain the words "believes", "plans", "expects", "anticipates", "intends", "estimates" or other similar
expressions. For each of these statements, you should be aware that forward-looking statements involve known
and unknown risks and uncertainties. Although it is believed that the expectations reflected in these forward-
looking statements are reasonable, there is no assurance that the actual results or developments anticipated will
be realised or, even if realised, that they will have the expected effects on the business, financial condition,
results of operations or prospects of ArcelorMittal.
These forward-looking statements speak only as of the date on which the statements were made, and no
obligation has been undertaken to publicly update or revise any forward-looking statements made in this
prospectus or elsewhere as a result of new information, future events or otherwise, except as required by
applicable laws and regulations.
PRIIPs / IMPORTANT / EEA RETAIL INVESTORS If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("EU MiFID II"), or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID
II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors (as defined above) in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any such retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
PRIIPs / IMPORTANT / PROHIBITION ON SALES TO 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 UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA")
and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
4

EU MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "EU 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 EU 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 of Notes about whether, for the purpose of the product
governance rules under EU Delegated Directive 2017/593 (the "EU MiFID II 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 EU
MiFID II Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include a
legend entitled "UK MiFIR 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 should take into consideration the target market assessment;
however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") 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 UK MiFIR 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 UK MIFIR Product Governance Rules.
Product classification pursuant to Section 309B of the Securities and Futures Act 2001
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 2001 of Singapore, as modified or amended from time to time (the "SFA").
The Issuer will make a determination and provide the appropriate written notification to "relevant persons" in
relation to each issue about the classification of the Notes being offered for the purposes of Section 309B(1)(a)
and Section 309B(1)(c) of the SFA.

5

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description must be read as an introduction to the Base Prospectus and is qualified in
its entirety by the remainder of this Base Prospectus and, in relation to any Terms and Conditions of Notes,
the relevant Final Terms.
This section constitutes a general description of the Programme for the purposes of Article 25.1(b) of the
Commission Delegated Regulation (EU) No 2019/980, as amended. It does not purport to be complete and is
not intended to constitute a summary of this Base Prospectus within the meaning of the article 7 of the EU
Prospectus Regulation or any implementing regulation thereof.
Words and expressions defined in the section "Terms and Conditions" below or elsewhere in this Base
Prospectus have the same meaning in this summary.
I.
KEY INFORMATION RELATING TO THE NOTES
Issuer:
ArcelorMittal having its registered office at 24-26 boulevard
d'Avranches, L-1160 Luxembourg, Grand Duchy of Luxembourg,
registered with the Registre de Commerce et des Sociétés,
Luxembourg under number B 82.454.
LEI : 2EULGUTUI56JI9SAL165
The website of the Issuer is https://corporate.arcelormittal.com/. The
information on such website does not form part of the Base
Prospectus, unless that information has been incorporated by
reference into the Base Prospectus, and has not been scrutinised or
approved by the CSSF.
Arranger:
BNP Paribas
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A.,
Dealers:
Bank of Montreal Europe PLC, BNP Paribas, BofA Securities
Europe SA, Citigroup Global Markets Limited, Crédit Industriel et
Commercial S.A., Commerzbank Aktiengesellschaft, Coöperatieve
Rabobank U.A., Crédit Agricole Corporate and Investment Bank,
Goldman Sachs International, HSBC Continental Europe, ING Bank
N.V., Belgian Branch, Intesa Sanpaolo S.p.A., J.P. Morgan SE,
Mizuho Securities Europe GmbH, Natixis, NatWest Markets N.V.,
RBC Capital Markets (Europe) GmbH, SMBC Bank EU AG, Société
Générale, UniCredit Bank AG and any other Dealer appointed from
time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Tranche of Notes.
Fiscal Agent:
BNP Paribas, Luxembourg branch
Luxembourg Listing Agent:
BNP Paribas, Luxembourg branch
Listing and Trading:
Applications have been made for Notes to be admitted during the
period of twelve (12) months after the date hereof to listing on the
6

official list of the Luxembourg Stock Exchange and to trading on the
Regulated Market of the Luxembourg Stock Exchange. 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 or to be admitted
to listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems as may be
agreed with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and, in relation to any
Tranche of Notes, any other clearing system as may be specified in
the relevant Final Terms.
Initial Programme Amount:
Up to 10,000,000,000 (or its equivalent in other currencies)
aggregate principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. Notes of a given Series will
have identical terms, except that the issue date, the issue price and
the amount of the first payment of interest may be different in respect
of different Tranches. The Notes of each Tranche will all be subject
to identical terms in all respects save that a Tranche may comprise
Notes of different denominations.
Forms of Notes:
Notes may only be issued in bearer form ("Bearer Notes").
Each Tranche of Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form (a "Classic Global
Note" or "CGN"), as specified in the relevant Final Terms, will be
deposited on or around the relevant issue date with a depositary or a
common depositary for Euroclear and/or Clearstream, Luxembourg
and any other relevant clearing system and each Global Note which
is intended to be issued in new global note form (a "New Global
Note" or "NGN") will be deposited on or around the relevant issue
date with a common safekeeper for Euroclear and/or Clearstream,
Luxembourg. Each Temporary Global Note will be exchangeable for
a Permanent Global Note or, if so specified in the relevant Final
Terms, for Definitive Notes. If the TEFRA D Rules are specified in
the relevant Final Terms as applicable, certification as to non-U.S.
beneficial ownership will be a condition precedent to any exchange
of an interest in a Temporary Global Note or receipt of any payment
of interest in respect of a Temporary Global Note. Each Permanent
Global Note will be exchangeable for Definitive Notes in accordance
with its terms. Definitive Notes will, if interest-bearing, have
Coupons attached and, if appropriate, a Talon for further Coupons.
7

Currencies:
Notes may be denominated in euro or in any other currency or
currencies as may be agreed between the Issuer and the relevant
Dealer(s) (as indicated in the applicable Final Terms) subject to
compliance with all applicable legal and/or regulatory and/or central
bank requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to, any currency or currencies
other than the currency in which such Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.
Issue Price:
Notes may be issued at any price on a fully-paid or partly-paid basis
and at an issue-price which is at par or at a discount to, or premium
over-par, 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.
Maturities:
Any maturity greater than twelve (12) months or no fixed maturity
date, subject, in relation to specific currencies, to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount
as may be specified in the relevant Final Terms.
Clean-up Call Option
If so specified in the relevant Final Terms, in respect of any issue of
Notes, in the event that at least 75 per cent. of the initial aggregate
principal amount of the Notes has been purchased and cancelled by
the Issuer, the Issuer will have the option to redeem all, but not some
only, of the Notes.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of
the Issuer (either in whole or in part) and/or the Noteholders to the
extent (if at all) specified in the relevant Final Terms.
Make-whole Redemption by Unless otherwise specified in the relevant Final Terms, in respect of
the Issuer
any issue of Notes, the Issuer will have the option to redeem the
Notes, in whole or in part, at any time or from time to time, prior to
their Maturity Date at their relevant Make-whole Redemption
Amount.
Residual Maturity Call Option If a Residual Maturity Call Option is specified in the relevant Final
Terms, the Issuer may, on giving not less than 15 nor more than 30
calendar days' irrevocable notice in accordance with Condition 18 to
the Noteholders redeem the Notes, in whole but not in part, at par
together with interest accrued to, but excluding, the date fixed for
redemption, which shall be no earlier than three (3) months before
the Maturity Date.
8

Document Outline

#3">IMPORTANT NOTICES
#8">GENERAL DESCRIPTION OF THE PROGRAMME
#13">RISK FACTORS
#57">INFORMATION INCORPORATED BY REFERENCE
#68">SUPPLEMENTS TO THE BASE PROSPECTUS
#69">FORMS OF THE NOTES
#73">TERMS AND CONDITIONS OF THE NOTES
- #97">BenchmarkŽ means Compounded SOFR, which is a compounded average of daily SOFR, as determined for each Interest Period in accordance with the specific formula and other provisions set out in this Condition 7(e) (Interest … Screen Rate Determination - ...
- #97">Daily SOFR rates will not be published in respect of any day that is not a U.S. Government Securities Business Day, such as a Saturday, Sunday or holiday. For this reason, in determining Compounded SOFR in accordance with the specific formula and othe...
- #97">If the Calculation Agent (in consultation with the Issuer) determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of Compounded SOFR (or the daily SOFR used in the calculation hereof) prior to ...
- #97">Interest PeriodŽ means each period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the Interest Commencement Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest P...
- #97">Interest Payment Determination DateŽ means the date falling pŽ U.S. Government Securities Business Days before each Interest Payment Date where pŽ has the value ascribed to it in the relevant Final Terms (or if no such period is specified, five U.S...
- #98">U.S. Government Securities Business DayŽ means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire da...
- #98">Observation PeriodŽ in respect of each Interest Period means the period from, and including, the date falling pŽ U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date falling pŽ U.S. G...
- #98">SOFRŽ with respect to any U.S. Government Securities Business Day, means:
- #98">(x) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR Administrator's Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business ...
- #98">(y) if the rate specified in (x) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the ...
- #98">SOFR AdministratorŽ means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate);
- #98">SOFR Administrators WebsiteŽ means the website of the Federal Reserve Bank of New York, or any successor source; and
- #98">Compounded SOFRŽ with respect to any Interest Period, means the rate of return of a daily compound interest investment computed in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one h...
- #98">where:
- #98">dŽ is the number of calendar days in the relevant Observation Period;
- #98">doŽ for any Observation Period, is the number of U.S. Government Securities Business Days in the relevant Observation Period;
- #98">iŽ is a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period, t...
- #99">SOFRiŽ for any U.S. Government Securities Business Day iŽ in the relevant Observation Period, is equal to SOFR in respect of that day iŽ;
- #99">niŽ for any U.S. Government Securities Business Day iŽ in the relevant Observation Period, is the number of calendar days from, and including, such U.S. Government Securities Business Day iŽ to, but excluding, the following U.S. Government Securiti...
- #99">Any determination, decision or election that may be made by the Calculation Agent (in consultation with the Issuer) pursuant to this section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrenc...
- #99">(x) will be conclusive and binding absent manifest error;
- #99">(y) will be made by the Calculation Agent (in consultation with the Issuer); and
- #99">(z) notwithstanding anything to the contrary in the documentation relating to the Notes, shall become effective without consent from the holders of the Notes or any other party.
- #99">BenchmarkŽ means, initially, Compounded SOFR, as such term is defined above; provided that if the Calculation Agent (in consultation with the Issuer) on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replac...
- #99">Benchmark ReplacementŽ means the first alternative set forth in the order below that can be determined by the Calculation Agent (in consultation with the Issuer) as of the Benchmark Replacement Date:
- #99">(x) the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (ii) the Benchmark Replacement Adjustment;
- #99">(y) the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; or
- #99">(z) the sum of: (i) the alternate rate of interest that has been selected by the Calculation Agent (in consultation with the Issuer) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest a...
- #100">Benchmark Replacement AdjustmentŽ means the first alternative set forth in the order below that can be determined by the issuer or its designee as of the Benchmark Replacement Date:
- #100">(x) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Bench...
- #100">(y) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
- #100">(z) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Calculation Agent (in consultation with the Issuer) giving due consideration to any industry-accepted spread adjustment, or method for calculat...
- #100">Benchmark Replacement Conforming ChangesŽ means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of interest, roun...
- #100">Benchmark Replacement DateŽ means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
- #100">(x) in the case of clause (x) or (y) of the definition of Benchmark Transition Event,Ž the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark per...
- #100">(y) in the case of clause (z) of the definition of Benchmark Transition Event,Ž the date of the public statement or publication of information referenced therein.
- #100">For the avoidance of doubt, if the event that gives rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred ...
- #101">Benchmark Transition EventŽ means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):
- #101">(x) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or ind...
- #101">(y) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdict...
- #101">(z) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative;
- #101">ISDA DefinitionsŽ means the 2006 ISDA Definitions or the 2021 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitiona...
- #101">ISDA Fallback AdjustmentŽ means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event ...
- #101">ISDA Fallback RateŽ means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the appl...
- #101">Reference TimeŽ with respect to any determination of the Benchmark means (i) if the Benchmark is Compounded SOFR, the SOFR Determination Time, and (ii) if the Benchmark is not Compounded SOFR, the time determined by the Calculation Agent (in consulta...
- #101">Relevant Governmental BodyŽ means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto;...
- #102">Unadjusted Benchmark ReplacementŽ means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
#121">USE OF PROCEEDS
#122">FORM OF FINAL TERMS
#144">DESCRIPTION OF THE ISSUER
#145">RECENT DEVELOPMENTS
#147">LUXEMBOURG TAXATION
#149">SUBSCRIPTION AND SALE
#156">GENERAL INFORMATION