Obligation FCE Banque 2.875% ( XS0838847381 ) en EUR

FCE Banque

100 % ▼

Royaume-Uni

XS0838847381 ( en EUR )

2.875% par an ( paiement annuel )

03/10/2017 - Obligation échue

Prospectus brochure de l'obligation FCE Bank XS0838847381 en EUR 2.875%, échue

100 000 EUR

500 000 000 EUR

FCE Bank est une banque commerciale de détail basée en France, filiale du groupe Crédit Agricole.

L'Obligation émise par FCE Banque ( Royaume-Uni ) , en EUR, avec le code ISIN XS0838847381, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/10/2017

FCE Bank plc
(incorporated with limited liability in England and Wales)
15,000,000,000
Euro Medium Term Notes
Due from one month to 30 years from the date of original issue
________________
This Base Prospectus supersedes the Base Prospectus dated 18 September 2017 relating to the Programme. Any Notes issued under the Programme on
or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued under the
Programme prior to the date hereof.
Under its Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), FCE Bank plc (the "Issuer", "FCE" or the
"Company"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the
"Notes"). The aggregate principal amount of Notes outstanding will not at any time exceed 15,000,000,000 (or the equivalent in other currencies).
Certain Notes to be issued under the Programme may be continuously available retail securities ("Retail Securities"), which may be issued from time
to time to investors pursuant to arrangements entered into with the Retail Securities Arranger and certain Dealers to be identified as "Retail Securities
Dealers". This Base Prospectus contains information relating to all Notes, including Retail Securities.
Notes will be issued on a continuous basis in series (each, a "Series"), the Notes of each Series having one or more issue dates and identical terms
(except in respect of the first payment of interest) and intended to be interchangeable with all other Notes of that Series. Each Series may be issued in
tranches (each, a "Tranche") on different issue dates. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes,
the issue price of Notes and certain other information which is applicable to each Tranche of Notes will be set forth in a set of final terms (the "Final
Terms") which, with respect to Notes to be listed on the official list of the Luxembourg Stock Exchange, will be filed with the CSSF (as defined
below). This Base Prospectus should be read and construed in conjunction with any relevant Final Terms and all documents incorporated herein by
reference.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in
its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the "Luxembourg Prospectus
Law") for the approval of this Base Prospectus as a Base Prospectus, for the purposes of Article 5.4 of Directive 2003/71/EC, (as amended, including
by Directive 2010/73/EU and any relevant implementing measure in the relevant Member State of the European Economic Area (the "EEA") (the
"Prospectus Directive")). The Issuer accepts responsibility for the information contained in this Base Prospectus and, in relation to each Tranche of
Notes, in the applicable Final Terms for such Tranche of Notes, subject as provided under "Consent given in accordance with Article 3.2 of the
Prospectus Directive (Retail Cascades)" below. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme within 12 months of the date of publication to be listed on the official list of the Luxembourg Stock Exchange and to be admitted to trading
on the Luxembourg Stock Exchange's regulated market.
The Programme provides that Notes may also be listed and/or admitted to trading by any competent listing authority, stock exchange, market and/or
quotation system as may be agreed between the Issuer and the relevant Dealer in relation to each Series. Unlisted Notes and/or Notes not listed or
admitted to trading on any market, stock exchange or quotation system may also be issued. The CSSF has neither reviewed nor approved any
information in this Base Prospectus pertaining to offers of Notes to which the Prospective Directive does not apply or Notes listed on other exchanges.
This Base Prospectus will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Notes may be issued pursuant to the
Programme which will not be admitted to trading on the Luxembourg Stock Exchange or any other stock exchange. The relevant Final Terms in respect
of the issue of any Notes will specify whether or not such Notes will be listed on the official list of the Luxembourg Stock Exchange or any other stock
exchange. Copies of Final Terms in relation to Notes to be listed on the official list of the Luxembourg Stock Exchange will also be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu). In accordance with article 7(7) of the Luxembourg Prospectus Law, by approving this
Base Prospectus the CSSF gives no undertaking as to the economic or financial soundness of the transaction or the quality and solvency of the Issuer.
Dealers
ANZ
Banca IMI
Barclays
BB Securities
BNP PARIBAS
BofA Merrill Lynch
Bradesco BBI
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
Industrial and Commercial Bank of China (Europe) S.A.
J.P. Morgan
Lloyds Bank Corporate Markets
Mizuho Securities
Morgan Stanley
NatWest Markets
RBC Capital Markets
SMBC Nikko
Société Générale Corporate & Investment Banking
UniCredit Bank
Arranged by
Goldman Sachs International
Retail Securities Arranger
Deutsche Bank
The date of this Base Prospectus is 7 September 2018

- iii -
TABLE OF CONTENTS
PAGE
IMPORTANT INFORMATION
III
SUMMARY
1
RISK FACTORS
11
GENERAL DESCRIPTION OF THE PROGRAMME
23
RESPONSIBILITY
23
ISSUE OF NOTES
23
DOCUMENTS INCORPORATED BY REFERENCE
24
PROSPECTUS SUPPLEMENTS
28
CONDITIONS OF THE NOTES
29
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
46
USE OF PROCEEDS
49
REVIEW OF BUSINESS AND OPERATIONS
50
ANNUAL FINANCIAL STATEMENTS OVERVIEW
53
THE DIRECTORS
55
UNITED KINGDOM TAXATION
56
LUXEMBOURG TAXATION
58
GERMANY TAXATION
59
PLAN OF DISTRIBUTION
61
SELLING AND TRANSFER RESTRICTIONS
61
GENERAL INFORMATION
67
APPLICABLE FINAL TERMS NOTES WITH A DENOMINATION OF 100,000 (OR ITS EQUIVALENT IN ANY
OTHER CURRENCY) OR MORE
70
APPLICABLE FINAL TERMS NOTES WITH A DENOMINATION OF LESS THAN 100,000 (OR ITS
EQUIVALENT IN ANY OTHER CURRENCY)
77
DETAILS OF ISSUER, ARRANGER, DEALERS, RETAIL SECURITIES ARRANGER AND OTHER ASSOCIATED
PARTIES
86

- iii -
IMPORTANT INFORMATION
References in this Base Prospectus to Notes being listed in Luxembourg (and all related references) shall mean
that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have
been listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of Directive 2014/65/EU ("MiFID II").
Each Tranche of Notes having an original maturity of more than one year will initially be represented by a
temporary Global Note without Coupons (as defined in "Conditions of the Notes") and each Tranche of Notes
having an original maturity of one year or less will initially be represented by a permanent Global Note. If the
Global Notes are stated in the applicable Final Terms to be issued in new global note ("New Global Note" or
"NGN") form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to
a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream, Luxembourg").
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the
issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or any other relevant clearing system or otherwise delivered as agreed between the Issuer and
the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in permanent Global
Notes or, if so stated in the relevant Final Terms, for Notes in definitive form ("Definitive Notes"), in each case
after the date falling 40 days after the issue date upon certification as to non-U.S. beneficial ownership and
interests in permanent Global Notes will be exchangeable for Definitive Notes, in each case, as described under
"Overview of Provisions Relating to the Notes while in Global Form". The issue price and the amount of the
relevant Notes will be determined by the Issuer and the relevant Dealer at the time of the offering of each
Tranche based on then prevailing market conditions, including considerations such as market demand and
interest rates of similar securities, and shall be set out in the relevant Final Terms.
The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC)
No 1060/2009 on credit rating agencies ("CRAs"), as amended by Regulation (EU) No 513/2011 (the "CRA
Regulation") as having been issued by Standard & Poor's Credit Market Services Europe Limited ("S&P"),
Moody's Investors Services, Inc. ("Moody's") and Fitch, Inc. ("Fitch"), upon registration pursuant to the CRA
Regulation. A list of registered CRAs is published at the ESMA website: http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs. S&P is established in the EU and is registered under the CRA Regulation.
Moody's and Fitch are not established in the EU and have not applied for registration under the CRA Regulation.
However, Moody's Investors Service Limited and Fitch Ratings Limited are established in the EU and are
registered under the CRA Regulation. ESMA has confirmed that Moody's Investors Service Limited and Fitch
Ratings Limited may endorse the credit ratings of Moody's Investors Services, Inc. and Fitch, Inc. respectively.
Notes issued under the Programme may or may not be rated. Where a Tranche of Notes is to be rated, such rating
will not necessarily be the same as the rating assigned to Notes already issued. In general, European regulated
investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating
agency established in the EU and registered under the CRA Regulation unless the rating is provided by a credit
rating agency operating in the EU before 7 June 2010 which has submitted an application for registration in
accordance with the CRA Regulation and such registration has not been refused.
Moody's credit ratings are on a long-term debt rating scale that ranges from Aaa to C, which represents the range
from highest to lowest quality of such securities rated. According to the Moody's rating system, debt securities
rated "Baa" are subject to moderate credit risk. They are considered medium-grade and may possess some
speculative characteristics. Moody's applies numerical modifiers 1, 2 and 3 in each generic rating classification
from Aa through Caa in its corporate bond rating system. The modifier 1 indicates that the issue ranks in the
higher end of its generic rating category, the modifier 2 indicates a mid-range ranking and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.
S&P's credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range
from highest to lowest quality of such securities rated. According to the S&P rating system, an obligation rated
"BBB" indicates an adequate capacity to meet financial commitments, but more subject to adverse economic
conditions than obligations in higher rated categories. The ratings from AA to CCC may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Fitch's credit ratings are on a long-term debt rating scale that ranges from AAA to D, which represents the range
from highest to lowest quality of such securities rated. The "BBB" rating category is the fourth highest used by
Fitch, denotes "good credit quality" and is one of the 11 rating categories used by Fitch for long-term debt
obligations. In addition, modifiers (+) or minus (-) may be appended to a rating to denote relative status within

- iv -
major rating categories. "BBB" ratings indicate that there are currently expectations of low credit risk. The
capacity for payment of financial commitments is considered adequate, but adverse business or economic
conditions are more likely to impair this capacity.
Credit ratings are intended to provide investors with an independent assessment of the credit quality of an issue
or issuer of securities and do not speak to the suitability of particular securities for any particular investor. The
credit ratings assigned to the Notes may not reflect the potential impact of all risks on the value of the Notes. A
credit rating is therefore not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the relevant rating agencies. Prospective investors should consult the relevant rating
agency with respect to the interpretation and implications of the ratings.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus.
Amounts payable under the Floating Rate Notes may be calculated by reference to EURIBOR or LIBOR, which
are provided by the European Money Markets Institute ("EMMI") and ICE Benchmark Administration Limited
("ICE") respectively. As at the date of this Base Prospectus, ICE is included on the register of administrators
and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA
Register") pursuant to Article 36 of the Benchmark Regulation. As at the date of this Base Prospectus, EMMI is
not included on the ESMA Register. As far as the Issuer is aware, the transitional provisions in Article 51 of the
Benchmark Regulation apply, such that EMMI is not currently required to obtain authorisation or registration.
MIFID II PRODUCT GOVERNANCE/TARGET MARKET The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or 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.
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 European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2002/92/EC (as amended, "IMD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers (as defined in "Plan of Distribution" below). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or of the Ford Group (as defined
herein) since the date hereof or the date upon which this document has been most recently amended or
supplemented or that there has been no adverse change in the financial situation of the Issuer or the Ford
Group since the date hereof or the date upon which this document has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.

- v -
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor any of the Dealers represents that this document may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, unless specifically
indicated to the contrary in the applicable Final Terms, no action has been taken by the Issuer or any
Dealer which would permit a public offering of the Notes or distribution of this document in any
jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold,
directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations and the Dealers have represented that all offers and
sales by them will be made on the same terms. Persons into whose possession this Base Prospectus or any
Notes come must inform themselves about, and observe, any such restrictions. In particular, there are
restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United
Kingdom, the United States, Japan, France, Italy and Switzerland (see "Selling and Transfer Restrictions"
below).
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND INCLUDE NOTES THAT ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE OFFERED, SOLD
OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS (AS DEFINED IN EACH OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND REGULATIONS THEREUNDER AND REGULATIONS UNDER THE SECURITIES
ACT). FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES
AND ON DISTRIBUTION OF THIS BASE PROSPECTUS, SEE "SELLING AND TRANSFER
RESTRICTIONS".
NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should: have sufficient knowledge and experience to make a
meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the
information contained or incorporated by reference in this Base Prospectus or any applicable supplement; have
access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the relevant Notes and the impact such investment will have on its overall investment
portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency; understand thoroughly the terms
of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and be
able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate
and other factors that may affect its investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce risk or
enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in Notes which are complex financial instruments unless it has the expertise (either
alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions,
the resulting effects on the value of such Notes and the impact this investment will have on the potential
investor's overall investment portfolio. For further details, see the section headed "Risk Factors" in this Base
Prospectus.
REGULATORY RESTRICTIONS
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.
Subject to compliance with all relevant laws, regulations and directives, Notes issued under the Programme may
have any maturity from one month to 30 years. Any Notes having a maturity of less than one year from their date

- vi -
of issue 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 FSMA by the
Issuer.

- vii -
IMPORTANT INFORMATION RELATING TO PUBLIC OFFERS OF NOTES
Restrictions on Public Offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other currency)
may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive
to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer". This Base Prospectus has been
prepared on a basis that permits Non-exempt Offers of Notes. However, any person making or intending to make
a Non-exempt Offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive
(each, a "Relevant Member State") may only do so if this Base Prospectus has been approved by the competent
authority in that Relevant Member State (or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State) and published in accordance with the
Prospectus Directive, provided that the Issuer has consented to the use of this Base Prospectus in connection
with such offer as provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive
(Retail Cascades)" below and the terms of that consent are complied with by the person (the "Offeror") making
the Non-exempt Offer of such Notes.
Save as provided above, neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of
any Non-exempt Offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
Any person (an "Investor") intending to acquire or acquiring any Notes from any Offeror other than the Issuer
or a relevant Dealer should be aware that, in the context of a Non-exempt Offer of such Notes, the Issuer will be
responsible to the Investor for this Base Prospectus under Article 6 of the Prospectus Directive only if the Issuer
has consented to the use of this Base Prospectus by that Offeror to make the Non-exempt Offer to the Investor.
Neither the Issuer nor any Dealer makes any representation as to the compliance by that Offeror with any
applicable conduct of business rules or other applicable regulatory or securities law requirements in relation to
any Non-exempt Offer and neither the Issuer nor any Dealer has any responsibility or liability for the actions of
that Offeror. Save as provided below, neither the Issuer nor any Dealer has authorised the making of any
Non-exempt Offer by any Offeror or consented to the use of this Base Prospectus by any other person in
connection with any Non-exempt Offer of Notes. Any Non-exempt Offer made without the consent of the
Issuer is unauthorised and neither the Issuer nor any Dealer accepts any responsibility or liability for the
actions of the persons making any such unauthorised offer. If the Issuer has not consented to the use of this
Base Prospectus by an Offeror, the Investor should check with the Offeror whether anyone is responsible for this
Base Prospectus for the purposes of Article 6 of the Prospectus Directive in the context of the Non-exempt Offer
and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus
and/or who is responsible for its contents it should take legal advice.
In connection with each Tranche of Notes, and provided that the applicable Final Terms specifies an Offer
Period, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of such
Notes subject to the following conditions:
(i)
the consent is only valid during the Offer Period so specified in the applicable Final Terms;
(ii) the only Offerors authorised to use this Base Prospectus to make the Non-exempt Offer of the relevant
Tranche of Notes are the relevant Dealer and either:
(a)
(1) if the applicable Final Terms names financial intermediaries authorised to offer the Notes, the
financial intermediaries so named and/or (2) if the Issuer appoints additional financial intermediaries
after the date of the applicable Final Terms and publishes details of them on its website
(http://www.fcebank.com/), each financial intermediary whose details are so published; or
(b)
if specified in the applicable Final Terms, any financial intermediary which is authorised to make such
offers under the Markets in Financial Instruments Directive and which has been duly appointed
directly or indirectly by the Issuer to make such offers, provided that such financial intermediary
states on its website: (1) that it is relying on this Base Prospectus to offer the relevant Tranche of
Notes during the Offer Period (provided such financial intermediary has in fact been so appointed);
(2) that it is relying on this Base Prospectus for such Non-Exempt Offer with the consent of the Issuer;
and (3) the conditions attached to that consent;

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(iii) the consent only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant
Tranche of Notes in Luxembourg (the "Public Offer Jurisdiction"); and
(iv) the consent is subject to any other clear and objective conditions set out in Part B of the applicable Final
Terms.
Any Offeror falling within sub-paragraph (ii)(b) above who meets all of the other conditions stated above
and wishes to use this Base Prospectus in connection with a Non-exempt Offer is required, for the
duration of the relevant Offer Period, to publish on its website (i) that it has been duly appointed as a
financial intermediary to offer the relevant Tranche of Notes during the Offer Period (provided such
financial intermediary has in fact been so appointed), (ii) that it is relying on this Base Prospectus for such
Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent.
IN THE EVENT OF AN OFFER BEING MADE BY A FINANCIAL INTERMEDIARY, THE
FINANCIAL INTERMEDIARY WILL PROVIDE INFORMATION TO INVESTORS ON THE TERMS
AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADE.
The Issuer accepts responsibility, in the jurisdictions to which the consent to use this Base Prospectus extends,
for the content of this Base Prospectus in relation to any Investor who acquires any Notes in a Non-exempt Offer
made, including as part of a subsequent re-sale or final placement of such Notes, by any person to whom consent
has been given to use this Base Prospectus in that connection in accordance with the preceding paragraph,
provided that such Non-exempt Offer has been made in accordance with all the conditions attached to that
consent.
The consent referred to above relates to Offer Periods occurring within 12 months from the date of this Base
Prospectus.
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT
OFFER FROM AN OFFEROR OTHER THAN THE ISSUER WILL DO SO, AND OFFERS AND
SALES OF SUCH NOTES TO AN INVESTOR BY SUCH OFFEROR WILL BE MADE, IN
ACCORDANCE WITH ANY TERMS AND 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 SUCH INVESTORS IN CONNECTION WITH THE NON-EXEMPT
OFFER OR SALE OF THE NOTES CONCERNED AND, ACCORDINGLY, THIS BASE
PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE
INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE
PROVISION OF SUCH INFORMATION AND THE OFFEROR WILL BE RESPONSIBLE FOR SUCH
INFORMATION. NEITHER THE ISSUER NOR ANY DEALER (OTHER THAN A DEALER WHICH
IS THE RELEVANT OFFEROR) HAS ANY RESPONSIBILITY OR LIABILITY TO AN INVESTOR
IN RESPECT OF SUCH INFORMATION.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger nor any of their directors,
affiliates, advisers or agents accept any responsibility for the contents of this Base Prospectus or for any
other statement, made or purported to be made by the Arranger or a Dealer or any of their directors,
affiliates, advisers or agents, or on their behalf in connection with the Issuer or the issue and offering of
the Notes. The Arranger and each Dealer and each of their directors, affiliates, advisers or agents
accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Base Prospectus or any such statement.
Neither this Base Prospectus nor any related financial statements are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by any of the Issuer or the
Dealers or any of their directors, affiliates, advisers or agents that any recipient of this Base Prospectus or
any related financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of
Notes should be based upon such investigation as it deems necessary. None of the Dealers or any of their
directors, affiliates, advisers or agents undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or

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potential investor in the Notes of any information coming to the attention of any of the Dealers or any of
their directors, affiliates, advisers or agents.
PRESENTATION OF INFORMATION
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to
"dollars", "U.S. dollars", "U.S. $" and "$" are to the lawful currency of the United States, references to
"£", "pounds" and "sterling" are to the lawful currency of the United Kingdom and references to
"euros", "EUR" and "" each means the lawful currency of the Member States of the EU that adopt the
single currency in accordance with the Treaty establishing the European Community, as amended by the
Treaty on EU, as amended. Unless otherwise specified, where financial information in relation to the
Issuer or the Ford Group has been translated into U.S. dollars, it has been so translated at rates of
exchange prevailing in the relevant periods, or on the relevant dates, shown.

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STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Agent(s) (or persons acting on behalf of any Stabilising Agent(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 terms of
the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must
end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilising Agent(s) (or person(s) acting on behalf of any Stabilising
Agent(s)) in accordance with all applicable laws and rules.