Obligation Airbus Industrie 2.125% ( XS1128224703 ) en EUR

Airbus Industrie

100 % ▲

Pays-bas

XS1128224703 ( en EUR )

2.125% par an ( paiement annuel )

29/10/2029 - Obligation échue

Prospectus brochure de l'obligation Airbus XS1128224703 en EUR 2.125%, échue

Airbus est un constructeur aéronautique international fabricant d'avions commerciaux, militaires et hélicoptères.

L'Obligation émise par Airbus Industrie ( Pays-bas ) , en EUR, avec le code ISIN XS1128224703, paye un coupon de 2.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 29/10/2029

Debt Issuance Programme Prospectus
dated 5 August 2020

AIRBUS SE
(incorporated with limited liability in The Netherlands)
and
AIRBUS FINANCE B.V.
(incorporated with limited liability in The Netherlands)
Euro 12,000,000,000
Euro Medium Term Note Programme
due from one month to 30 years from the date of original issue
Guaranteed (in the case of Notes issued by Airbus Finance B.V.) by
AIRBUS SE
Under the Euro 12,000,000,000 Euro Medium Term Note Programme described in this Debt Issuance Programme Prospectus (the "Programme"), each of Airbus SE (formerly known as
Airbus Group SE) ("Airbus") and Airbus Finance B.V. (formerly known as Airbus Group Finance B.V.) ("Airbus Finance") (each an "Issuer" or a "Relevant Issuer"), subject to compliance
with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant
Dealers (as defined herein). Payments of all amounts due in respect of Notes issued by Airbus Finance (the "Guaranteed Notes") will be guaranteed by Airbus (in such capacity, the
"Guarantor"). The aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in other currencies). References herein to "the Issuer" or
"the Relevant Issuer" shall mean the issuer of the relevant Series (as defined on page 2) of Notes.
Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes, the issue price of the Notes and any final terms not contained herein and which are
applicable to such Notes will be set out in the Final Terms relating to such Notes (each, "Final Terms").
This Debt Issuance Programme Prospectus (hereinafter referred to as "Debt Issuance Programme Prospectus"), constitutes two base prospectuses for the purpose of Regulation (EU)
2017/1129 (the "Prospectus Regulation"): (i) a base prospectus for Notes issued under the Programme by Airbus and (ii) a base prospectus for Notes issued under the Programme by Airbus
Finance.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the Luxembourg Act dated 16 July 2019, as
amended, on prospectuses for securities (the "Luxembourg Prospectus Law"), for the approval of this Debt Issuance Programme Prospectus as a base prospectus for the purposes of the
Prospectus Regulation. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Regulated Market (as defined below) of the Luxembourg Stock Exchange. References in this Document to the "Luxembourg
Stock Exchange" (and all related references) shall mean the Regulated Market. In addition, references in this Debt Issuance Programme Prospectus to Notes being "listed" (and all related
references) shall mean that such Notes have been, or are intended to be, admitted to the Official List and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange or, as
the case may be, a MiFID Regulated Market (as defined below). The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of Directive 2014/65/EU of the
European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II") (each such regulated market being a "MiFID Regulated Market"). This Debt Issuance
Programme Prospectus may be used to list Notes on the Official List of the Luxembourg Stock Exchange and to trade notes on the Regulated Market of the Luxembourg Stock Exchange,
pursuant to the Programme. The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The
Issuer may also issue unlisted Notes.
This Debt Issuance Programme Prospectus has been approved by the CSSF, as competent authority under the Luxembourg Prospectus Law and the Prospectus Regulation. The CSSF only
approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of either of the Issuers or the quality of the Notes that are the subject of this Debt Issuance Programme Prospectus and investors should make their own assessment as to the
suitability of investing in the Notes.
By approving this Debt Issuance Programme Prospectus, the CSSF gives no undertakings as to the economic and financial characteristics of the Notes to be issued hereunder or the quality or
solvency of the Issuers. Furthermore, pursuant to the Luxembourg Prospectus Act, the CSSF is not competent to approve prospectuses for the offering to the public or for the admission to
trading on regulated markets of money market instruments having a maturity at issue of less than 12 months.
As of the date of this Debt Issuance Programme Prospectus, Airbus' long-term credit rating by S&P Global Ratings Europe Limited ("S&P") is A (negative outlook) and by Moody's
Deutschland GmbH ("Moody's") is A2 (negative outlook). Each of S&P and Moody's is established in the European Union (the "EU") and registered under Regulation (EC) No. 1060/2009 on
credit rating agencies, as amended (the "CRA Regulation"). As such each of S&P and Moody's is included in the list of credit rating agencies registered in accordance with the CRA
Regulation published on the website of the European Securities and Markets Authority (www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of the date of this Debt Issuance
Programme Prospectus. Tranches of Notes (as defined in "General Description of the Programme") will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not
necessarily be the same as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating
agency established in the EU or the United Kingdom and registered under the CRA Regulation will be disclosed in the relevant Final Terms.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Each Series of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a "temporary Global Note" and a "Global Note") or a permanent global note
in bearer form (each a "permanent Global Note" and a "Global Note"). Each Series of Notes in registered form will be represented on issue by a registered global certificate ("Global
Certificate"). If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form or the Global Certificate is held under the New Safekeeping Structure
(the "NSS"), the Global Notes or, as applicable, the Global Certificate will be delivered on or prior to the original issue date of the 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") and Global Certificates which are not held under the NSS will be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream,
Luxembourg (the "Common Depositary").
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer and the Relevant Dealer based on prevailing market conditions at the time of
issue of such Notes and will be set out in the relevant Final Terms.
In the case of any Notes which are to be admitted to trading on a regulated market within the United Kingdom or the European Economic Area ("EEA") or offered to the public in the United
Kingdom or a Member State of the EEA in circumstances which require the publication of a prospectus under the Prospectus Regulation, the minimum denomination shall be 100,000 (or its
equivalent in any other currency). The minimum denomination of Notes issued by Airbus shall be 100,000. Prospective investors should have regard to the factors described under the section
headed "Risk Factors" in this Debt Issuance Programme Prospectus.
This Debt Issuance Programme Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from its date of publication (i.e. until 5 August 2021). The
obligation to supplement this Debt Issuance Programme Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that
period.
Arranger for the Programme
Barclays
Dealers
Barclays
BBVA
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
MUFG
Natixis
Santander Corporate and Investment Banking
Société Générale Corporate & Investment Banking
NatWest Markets
UniCredit Bank

IMPORTANT NOTICES
This Debt Issuance Programme Prospectus (together with any Supplements hereto, each a
"Supplement" and together the "Supplements") comprises a base prospectus for the purposes of Article
8 of the Prospectus Regulation and for the purpose of giving necessary information with regard to
Airbus and its Subsidiaries (as defined in the Notes) taken as a whole (the "Group"), Airbus Finance
and the Notes which, according to the particular nature and circumstances of Airbus and Airbus
Finance and the type of Notes, is material to investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of Airbus Finance and Airbus, the rights
attaching to the Notes, and the reasons for the issuance and its impact on Airbus Finance and Airbus.
This Debt Issuance Programme Prospectus has been prepared on the basis that any offer of Notes in the
United Kingdom or any Member State of the EEA (each, a "Relevant State") will be made pursuant to
an exemption under the Prospectus Regulation, as implemented in that Relevant State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant State of Notes which are the subject of an offering contemplated in this
Debt Issuance Programme Prospectus as completed by the Final Terms in relation to the offer of those
Notes may only do so in circumstances in which no obligation arises for Airbus, Airbus Finance or any
Dealer to publish a prospectus pursuant to the Prospectus Regulation or supplement a prospectus
pursuant to the Prospectus Regulation, in each case, in relation to such offer. Neither Airbus, Airbus
Finance nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for Airbus, Airbus Finance or any Dealer to publish or
supplement a prospectus for such offer.
No person has been authorised to give any information or to make any representation other than those
contained in this Debt Issuance Programme Prospectus in connection with the Programme and the
issue or sale of the Notes thereunder and, if given or made, such information or representation must not
be relied upon as having been authorised by Airbus, Airbus Finance, the Trustee (as defined herein) or
any of the Dealers or the Arranger (as defined in "General Description of the Programme"). Neither the
delivery of this Debt Issuance Programme Prospectus nor any offering, sale or delivery of Notes made
in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of Airbus, Airbus Finance, or the Group since the date hereof or the date upon
which this Debt Issuance Programme Prospectus has been most recently amended or supplemented or
that there has been no adverse change in the financial position of Airbus, Airbus Finance, or the Group
since the date hereof or the date upon which this Debt Issuance Programme Prospectus 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.
The distribution of this Debt Issuance Programme Prospectus and any Final Terms and the offering or
sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Debt Issuance Programme Prospectus comes are required by Airbus, Airbus Finance, the Dealers and
the Arranger to inform themselves about and to observe any such restriction. Neither the Notes nor the
Guarantee (as defined below) has been or will 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 the Programme includes Notes in bearer form that are
subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in
the case of bearer notes, delivered within the United States or to, or for the account or benefit of, U.S.
persons as defined in Regulation S under the Securities Act in the case of Notes in registered form and
in the U.S. Internal Revenue Code of 1986, as amended (the "Code") in the case of Notes in bearer
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form. For a description of certain restrictions on offers and sales of Notes and on distribution of this
Debt Issuance Programme Prospectus, see "Subscription and Sale".
This Debt Issuance Programme Prospectus does not constitute an offer of, or an invitation by or on
behalf of Airbus, Airbus Finance or the Dealers to subscribe for, or purchase, any Notes.
The Debt Issuance Programme Prospectus is to be read in conjunction with all documents incorporated
by reference - see "Documents Incorporated by Reference". This Debt Issuance Programme Prospectus
shall be read and construed on the basis that such documents are incorporated by reference into, and
form part of, this Debt Issuance Programme Prospectus. Each potential purchaser of Notes should
inform themselves of the contents of the Debt Issuance Programme Prospectus and the documents
incorporated by reference therein when deciding to purchase Notes.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Debt Issuance Programme Prospectus or for any other statement, made or
purported to be made by the Arranger or a Dealer or on its behalf in connection with Airbus, Airbus
Finance or the issue and offering of the Notes. The Arranger and each Dealer 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 Debt Issuance Programme Prospectus or any such statement.
The Arranger and the Dealers have not independently verified the information contained in this Debt
Issuance Programme Prospectus. None of the Dealers or the Arranger makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of
the information in this Debt Issuance Programme Prospectus. Neither this Debt Issuance Programme
Prospectus nor any other 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 Airbus, Airbus Finance, the
Arranger or the Dealers that any recipient of this Debt Issuance Programme Prospectus or any other
financial statements should purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this Debt Issuance Programme Prospectus and its
purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers
or the Arranger undertakes to review the financial condition or affairs of Airbus, Airbus Finance or the
Group during the life of the arrangements contemplated by this Debt Issuance Programme Prospectus
nor to advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Dealers or the Arranger.
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:
(i) 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 Debt Issuance Programme Prospectus or any applicable supplement;
(ii) 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;
(iii) 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;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
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(v) 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.
IMPORTANT EEA AND UK RETAIL INVESTORS - If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA and 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 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 MiFID II; (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance
Distribution Directive"), 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 in 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 in the UK may be unlawful under
the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a
legend entitled "MiFID II PRODUCT GOVERNANCE" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or 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 any Dealer nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR") or the London Interbank Offered Rate ("LIBOR") which are administered by the
European Money Markets Institute ("EMMI") and the ICE Benchmark Administration Limited
("IBA") respectively. As at the date of this Debt Issuance Programme Prospectus, IBA and EMMI
appear on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority pursuant to Article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011, as amended).
In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) will act as a stabilisation agent (the "Stabilisation Manager(s)"). The identity of the
Stabilisation Manager(s) will be disclosed in the relevant Final Terms. References in the next paragraph
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to "the issue of any Tranche" are to each Tranche in relation to which a Stabilisation Manager is
appointed.
In connection with the issue of any Tranche, (as defined in "General Description of the Programme 
Method of Issue") the Stabilisation Manager(s) (or any person 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, there is no assurance that the Stabilisation Manager(s) (or any person acting on behalf of any
Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche 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 and 60 days after the date of the allotment of the relevant
Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or any person acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.
In this Debt Issuance Programme Prospectus, unless otherwise specified or the context otherwise
requires, references to "", "EUR" or "euro" are to the single currency introduced at the start of the
third stage of the European Economic and Monetary Union, pursuant to the Treaty Establishing the
European Community as amended. References to "£", "sterling" and "GBP" are to the lawful currency
of the UK. References to "U.S. Dollars", "USD" and "U.S.$" are to the lawful currency of the United
States of America and references to "yen" are to the lawful currency of Japan.
FORWARD-LOOKING STATEMENTS
This Debt Issuance Programme Prospectus includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "target", "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking statements include all matters that are not
historical facts. These forward-looking statements appear in this Debt Issuance Programme Prospectus
and include, but are not limited to, statements regarding the Issuers' or the Group's intentions, beliefs
or current expectations concerning, among other things, market expectations and the introduction of
new products and services by the Group and the Group's business, results of operations, financial
position, liquidity, prospects, growth, strategies, production plans and delivery schedules.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances. Forward-looking statements are not guarantees of future performance and
the actual results of the Group's operations, financial position and liquidity, and the development of the
markets in which the Group operate, may differ materially from those described in, or suggested by,
the forward-looking statements contained in this Debt Issuance Programme Prospectus. In addition,
even if the Group's results of operations, financial position and liquidity, and the development of the
markets and the industries in which the Group operates, are consistent with the forward-looking
statements contained in this Debt Issuance Programme Prospectus, those results or developments may
not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and
other factors could cause results and developments to differ materially from those expressed or implied
by the forward-looking statements.
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Forward-looking statements may and often do differ materially from actual results. Any forward-
looking statements in this Debt Issuance Programme Prospectus reflect the Issuers' and the Group's
current view with respect to future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Investors should specifically consider the factors
identified in this Debt Issuance Programme Prospectus, which could cause actual results to differ,
before making an investment decision. Subject to all relevant laws, regulations or listing rules, the
Issuers undertake no obligation publicly to release the result of any revisions to any forward-looking
statements in this Debt Issuance Programme Prospectus that may occur due to any change in the
Issuers' expectations or to reflect events or circumstances after the date of this Debt Issuance
Programme Prospectus.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME..............................................................................1
RISK FACTORS.........................................................................................................................................7
DOCUMENTS INCORPORATED BY REFERENCE............................................................................17
TERMS AND CONDITIONS OF THE NOTES......................................................................................28
USE OF PROCEEDS ...............................................................................................................................67
DESCRIPTION OF AIRBUS AND AIRBUS FINANCE........................................................................68
INDEPENDENT AUDITORS..................................................................................................................69
RECENT DEVELOPMENTS ..................................................................................................................70
TAXATION ..............................................................................................................................................78
SUBSCRIPTION AND SALE..................................................................................................................82
FORM OF FINAL TERMS ......................................................................................................................87
GENERAL INFORMATION ...................................................................................................................98
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GENERAL DESCRIPTION OF THE PROGRAMME
The following description of the Programme does not purport to be complete and is qualified by the
remainder of this Debt Issuance Programme Prospectus and, in relation to the terms and conditions of any
particular Tranche of Notes, the Terms and Conditions set out herein (the "Conditions") and the applicable
Final Terms. Words and expressions defined under "Terms and Conditions of the Notes" shall have the same
meanings in this section. The following description constitutes a general description of the Programme for the
purposes of Article 25 (1) of the Commission Delegated Regulation (EU) 2019/980.
Description of the Issuers:
Airbus SE ("Airbus") or Airbus Finance B.V. ("Airbus
Finance")
Issuer Legal Entity Identifier (LEI)
Airbus SE: MINO79WLOO247M1IL051
AIRBUS FINANCE B.V.: 529900M7QSB704RUUT95
Website:
Airbus: https://www.airbus.com/
Airbus Finance: https://www.airbus.com/
Guarantor:
Airbus in the case of Notes issued by Airbus Finance
Description:
Euro Medium Term Note Programme
Size:
Up to 12,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate nominal amount of Notes
outstanding at any one time. The Issuers may increase the size
of the Programme in accordance with the Dealer Agreement.
Arranger:
Barclays Bank PLC
Dealers under the Programme:
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Barclays Bank Ireland PLC
Barclays Bank PLC
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities plc
MUFG Securities (Europe) N.V.
Natixis
NatWest Markets N.V.
NatWest Markets Plc
Société Générale
UniCredit Bank AG
The Issuers may from time to time terminate the appointment
of any dealer under the Programme or appoint additional
dealers either in respect of one or more Tranches or in respect
of the whole Programme. References in this Debt Issuance
Programme Prospectus to "Permanent Dealers" are to the
persons listed above as Dealers and to such additional persons
that are appointed as dealers in respect of the whole Programme
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(and whose appointment has not been terminated) and to
"Dealers" are to all Permanent Dealers and all persons
appointed as a dealer in respect of one or more Tranches.
Trustee:
BNY Mellon Corporate Trustee Services Limited
Issuing and Paying Agent:
The Bank of New York Mellon, London Branch
Luxembourg Listing Agent:
The Bank of New York Mellon SA/NV, Luxembourg Branch
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated
basis. The Notes will be issued in series (each a "Series")
having one or more issue dates and on terms otherwise identical
(or on terms identical other than in respect of the first payment
of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates.
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. The Issue Price will be
specified in the relevant Final Terms for each Series.
Form of Notes:
The Notes may be issued in bearer form only ("Bearer Notes"),
in bearer form exchangeable for Registered Notes
("Exchangeable Bearer Notes") or in registered form only
("Registered Notes"). Each Tranche of Bearer Notes and
Exchangeable Bearer Notes will be represented on issue by a
temporary Global Note if (i) definitive Notes are to be made
available to Noteholders following the expiry of 40 days after
their issue date or (ii) such Notes have an initial maturity of
more than one year and are being issued in compliance with
TEFRA D (as defined in "General Description of the
Programme U.S. TEFRA Compliance"), otherwise such
Tranche will be represented by a permanent Global Note.
Registered Notes will be represented by Certificates, one
Certificate being issued in respect of each Noteholder's entire
holding of Registered Notes of one Series. Certificates
representing Registered Notes that are registered in the name of
a nominee for one or more clearing systems are referred to as
"Global Certificates".
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any
Tranche, such other clearing system as may be agreed between
the Issuer, the Issuing and Paying Agent, the Trustee and the
relevant Dealer(s).
Initial Delivery of Notes:
On or before the issue date for each Tranche, if the Global Note
is a NGN or the Global Certificate is held under NSS, the
Global Note or Global Certificate, as applicable, will be
delivered to a Common Safekeeper for Euroclear and
Clearstream, Luxembourg. On or before the issue date for each
Tranche, if the Global Note is a CGN or the Global Certificate
is not held under NSS, the Global Note representing Bearer
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Notes or Exchangeable Bearer Notes or the Global Certificate
representing Registered Notes may (or, in the case of Notes
listed on the Luxembourg Stock Exchange, shall) be deposited
with a common depositary for Euroclear and Clearstream,
Luxembourg. Global Notes or Global Certificates relating to
Notes that are not listed on the Luxembourg Stock Exchange
may also be deposited with any other clearing system or may be
delivered outside any clearing system provided that the method
of such delivery has been agreed in advance by the Issuer, the
Issuing and Paying Agent, the Trustee and the relevant Dealer.
Registered Notes that are to be credited to one or more clearing
systems on issue will be registered in the name of nominees or
a common nominee for such clearing systems.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between
the Issuer and the relevant Dealers.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity between one month and 30 years.
Denomination:
Definitive Notes will be issued in such denominations as may
be specified in the relevant Final Terms, save that (i) Notes
which are to be admitted to trading on a regulated market
within the United Kingdom or the European Economic Area or
offered to the public in a Relevant State in circumstances which
require the publication of a prospectus under the Prospectus
Regulation will be issued with a minimum denomination of
100,000 (or its equivalent in other currencies); and (ii) unless
otherwise permitted by then current laws and regulations, Notes
(including Notes denominated in sterling) which have a
maturity of less than one year from the date of their issue and in
respect of which the issue proceeds are to be accepted by the
Issuer in the UK or whose issue otherwise constitutes a
contravention of section 19 of the Financial Services and
Markets Act 2000, as amended ("FSMA") will have a
minimum denomination of £100,000 (or its equivalent in other
currencies). Subject to compliance with the foregoing, Notes
issued by Airbus will have a minimum denomination of
100,000.
Fixed Rate Notes:
Fixed interest will be payable in arrear on the date or dates in
each year specified in the relevant Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for
each Series as follows:
(i) on the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the
2006 ISDA Definitions, as published by the International
Swaps and Derivatives Association, Inc. or
11/63089067_3
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