Obligation Snamprogetti 1.25% ( XS1555402145 ) en EUR

Société émettrice Snamprogetti
Prix sur le marché 100 %  ▲ 
Pays  Italie
Code ISIN  XS1555402145 ( en EUR )
Coupon 1.25% par an ( paiement annuel )
Echéance 25/01/2025 - Obligation échue



Prospectus brochure de l'obligation Snam S.p.A XS1555402145 en EUR 1.25%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée Snam S.p.A. est une société italienne d'énergie opérant dans le transport et le stockage de gaz naturel, ainsi que dans les énergies renouvelables.

L'Obligation émise par Snamprogetti ( Italie ) , en EUR, avec le code ISIN XS1555402145, paye un coupon de 1.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/01/2025










FINAL

Snam S.p.A.
(incorporated with limited liability in the Republic of Italy)
13,000,000,000 Euro Medium Term Note Programme
Under this 13,000,000,000 Euro Medium Term Note Programme (the "Programme"), Snam S.p.A. (the "Issuer" or "Snam") may from time-to-time issue notes (the
"Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed euro 13,000,000,000 (or its equivalent in other
currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under
the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis.
References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all
Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
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 on prospectuses for securities (the "Prospectus Act 2019") to approve this document as a base prospectus. The CSSF assumes no responsibility for the
economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 6(4) of the
Prospectus Act 2019 and only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU)
2017/1129, as amended (the "Prospectus Regulation"). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to
be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange during the period
of 12 months after the date hereof.
References in this Base Prospectus to Notes being "listed" (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 admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive, as amended (Directive 2014/65/EU) (the "MiFID II").
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the European
Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 1(4) of the
Prospectus Regulation.
This Base Prospectus has been approved by the CSSF, as competent authority under the Prospectus Regulation. The CSSF assumes no responsibility for the economic
and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 6(4) of the Prospectus
Act 2019 and only approves this Base 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 the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should
make their own assessment as to the suitability of investing in the Notes.
This Base Prospectus shall be valid for admission to trading of Notes on a regulated market for the purposes of MiFID II for 12 months after the approval by the CSSF
and shall expire on 16 November 2024, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation, following the occurrence
of a significant new factor, a material mistake or a material inaccuracy relating to the information included (including incorporated by reference) in this Base Prospectus
which may affect the assessment of the Notes. After such date, the Base Prospectus will expire and the obligation to supplement this Base Prospectus in the event of
significant new factors, material mistakes or material inaccuracies will no longer apply.
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 (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, with respect to
Notes to be listed, will be filed with the CSSF. 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.luxse.com).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed
between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplement
to the Base Prospectus, a new Base Prospectus or a drawdown prospectus, in the case of listed Notes only, if appropriate, will be made available which will describe the
effect of the agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in
relation to relevant Series of Notes will be issued by a credit rating agency established in (i) the European Union (the "EU") and registered under Regulation (EC) No.
1060/2009 (as amended) (the "EU CRA Regulation"), and included in the list of credit rating agencies published by the European Securities and Markets Authority
("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) or (ii) the United Kingdom (the "UK") and registered under Regulation
(EC) No 1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK CRA Regulation" and, together with
the EU CRA Regulation, the relevant "CRA Regulation"), and included in the list of credit rating agencies published by the Financial Conduct Authority (the "FCA")
on its website (at https://www.fca.org.uk/firms/financial-services-register), each in accordance with the relevant CRA Regulation, will be disclosed in the Final Terms.



A security 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. Please also refer to "Risks related to the market" in the section of this Base Prospectus.
Amounts payable under the Notes may be calculated by reference to either EURIBOR, CMS Rate, Constant Maturity BTP Rate or such other Inflation Index as specified
in the relevant Final Terms. As at the date of this Base Prospectus, the administrator of CMS Rate, EURIBOR and Constant Maturity BTP Rate are included on the
register of administrators and benchmarks established and maintained by the ESMA pursuant to article 36 of Regulation (EU) no. 2016/1011, as amended (the "EU
Benchmarks Regulation"). Amounts payable on Inflation Linked Notes will be calculated by reference to CPI-ITL or HICP (each as defined below). As at the date of
this Base Prospectus, the administrators of CPI-ITL and HICP are not included in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation.
As far as the Issuer is aware, the relevant Index Sponsor (as defined below) of CPI-ITL and HICP are not required to be registered for the purposes of the EU Benchmarks
Regulation by virtue of Article 2 of that Regulation.

Arranger
BNP PARIBAS

Dealers
Banca Akros S.p.A. ­ Gruppo Banco BPM
BBVA
Barclays
BNP PARIBAS
BofA Securities
CaixaBank
Citigroup
Crédit Agricole CIB
Goldman Sachs
HSBC
ICBC
IMI ­ Intesa Sanpaolo
ING
J.P. Morgan
Mediobanca
Mizuho
Morgan Stanley
MUFG
SMBC
Société Générale Corporate & Investment Banking
UniCredit

The date of this Base Prospectus is 16 November 2023.



2



IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes issued under the
Programme for the purposes of Article 8 of the Prospectus Regulation. For the avoidance of doubt,
when used in this Base Prospectus, references to "Prospectus Regulation" means Regulation (EU)
2017/1129, as amended, and "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA. For the avoidance of doubt, this Base
Prospectus has been approved by the CSSF, as competent authority under the Prospectus
Regulation and not as competent authority under the UK Prospectus Regulation.
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
Base Prospectus and the Final Terms 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 does not omit anything likely to affect the import of such
information.
Copies of Final Terms will be available from the registered office of the Issuer and the specified
office set out below of each of the Paying Agents (as defined below).
This Base Prospectus is to be read in conjunction with any supplements hereto and with all
documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that
such documents are incorporated by reference and form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Dealers or any other member of their group (including parent
companies) as to the accuracy or completeness of the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme. No Dealer nor any other member of their group (including parent
companies) accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme.
This Base Prospectus contains industry and customer related data as well as calculations taken
from industry reports, market research reports, publicly available information and commercial
publications. It is hereby confirmed that (a) to the extent that information reproduced herein
derives from a third party, such information has been accurately reproduced and (b) insofar as
the Issuer is aware and is able to ascertain from information derived from a third party, no facts
have been omitted which would render the information reproduced inaccurate or misleading.
No person is or has been authorised by the Issuer or any Dealer or any other member of their
group (including parent companies) to give any information or to make any representation not
contained in or not consistent with this Base Prospectus or any other information supplied in
connection with the Programme or 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 or any other member of their group (including parent companies).

3



Neither this Base Prospectus nor any other information supplied in connection with the
Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or
(ii) should be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any
other information supplied in connection with the Programme or the issue of any Notes constitutes
an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS
AND OFFERS OF NOTES GENERALLY
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at
any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
SINGAPORE SFA PRODUCT CLASSIFICATION: In connection with Section 309B of the
Securities and Futures Act 2001 of Singapore (as amended, the "SFA") and the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
`prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
IMPORTANT ­ 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 (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
MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), as amended, where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. 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.
PROHIBITION OF 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

4



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 UK domestic law by virtue of the 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 UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it
forms part of UK 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.
MiFID II product governance / target market ­ The Final Terms in respect of any Notes may
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
Product Governance rules under EU Delegated Directive 2017/593, as amended (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 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 distributor 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.
The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended, (the "Securities Act") and 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 (see "Subscription and Sale").

5



This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in
such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this
Base Prospectus may be lawfully distributed, or that any 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, no action has been taken by the Issuer or the Dealers
which is intended to permit a public offering of any Notes or distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Notes may 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. Persons
into whose possession this Base Prospectus or any Notes may come must inform themselves about,
and observe, any such restrictions on the distribution of this Base Prospectus and the offering and
sale of Notes. None of the Issuer, the Dealers or the Arranger represents that this Base Prospectus
may be lawfully distributed, or that any 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 assumes any responsibility for facilitating any such
distribution or offering. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Notes in the United States, the European Economic Area
(including the Republic of Italy (Italy), Belgium and France), the UK, Singapore and Japan, see
"Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area (each, a "Member State") will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes
and any offer of Notes in the UK will be made pursuant to an exemption under Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus
Regulation") from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer in that Member State or the UK of Notes which are
the subject of an offering contemplated in this Base Prospectus as completed by applicable Final
Terms in relation to the offer of those Notes may only do so in circumstances in which no obligation
arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation (or the UK Prospectus Regulation, as the case may be) or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation (or the UK Prospectus Regulation, as the case
may be), in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any 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.
One or more independent credit rating agencies may assign credit ratings to the Issuer or the
Notes. The ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed above, and other factors that may affect the value of the Notes. A
credit rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the rating agency at any time. Notwithstanding the above, any adverse change in
an applicable credit rating could adversely affect the trading price for the Notes issued under the

6



Programme. Tranches of Notes issued under the Programme may be rated or unrated. Where a
tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) assigned to
the Issuer at the date of this Base Prospectus or to other Notes issued under the Programme.
Certain information with respect to the credit rating agencies and ratings is set out on the cover
of this Base Prospectus. In general, European regulated investors are restricted under the EU
CRA Regulation and UK regulated investors are restricted under the UK CRA Regulation from
using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating
agency established in the EU or the UK and registered under the relevant CRA Regulation (and
such registration has not been withdrawn or suspended), subject to transitional provisions that
apply in certain circumstances. Such general restriction will also apply in the case of credit ratings
issued by non-EU or non-UK credit rating agencies, unless the relevant credit ratings are endorsed
by an EU or UK registered credit rating agency or the relevant non-EU (or non-UK) rating agency
is certified in accordance with the relevant CRA Regulation (and such endorsement action or
certification, as the case may be, has not been withdrawn or suspended, subject to transitional
provisions that apply in certain circumstances). The list of registered and certified rating agencies
published by the ESMA or the FCA, as the case may be, on their respective websites in accordance
with the relevant CRA Regulation is not conclusive evidence of the status of the relevant rating
agency included in such list, as there may be delays between certain supervisory measures being
taken against a relevant rating agency and the publication of the updated ESMA or FCA list. If
the status of the rating agency rating the Notes changes, European and UK regulated investors
may no longer be able to use the rating for regulatory purposes and the Notes may have a different
regulatory treatment. This may result in European and UK regulated investors selling the Notes
which may have an impact on the value of the Notes. Certain information with respect to the credit
rating agencies and ratings is set out on the cover of this Base Prospectus. See also "Risk Factors
­ Risks relating to the market ­ Credit ratings assigned to the Issuer or any Notes may not reflect all
the risks associated with an investment in those Notes".
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor may wish to consider, either on its own or with the help of its financial and
other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated
by reference in this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Notes and the impact the Notes will
have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in
the Notes, including Notes with principal or interest payable in one or more currencies, or
where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and financial markets; and

7



(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Floating Rate Notes: The Issuer may issue Notes with principal or interest determined by
reference to an index, in the case of Inflation Linked Notes (subject to the amount of principal
payable on such Notes being equal to at least 100% of the nominal value of the Notes), or with
interest determined by reference to the CMS Rate, in the case of CMS Linked Interest Notes or
the Constant Maturity BTP Rate, in the case of Constant Maturity BTP Linked Interest Notes
(each, a "Relevant Factor") (subject to the amount of principal payable on such Notes being equal
to at least 100% of the nominal value of the Notes). Potential investors should be aware that:
(a)
the market price of such Notes may be volatile;
(b)
they may receive no interest;
(c)
in the case of Inflation Linked Notes, payment of principal or interest may occur at a
different time than expected;
(d)
a Relevant Factor may be subject to significant fluctuations that may not correlate with
changes in interest rates or other indices;
(e)
if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one
or contains some other leverage factor, the effect of changes in the Relevant Factor on
principal or interest payable likely will be magnified; and
(f)
the timing of changes in a Relevant Factor may affect the actual yield to investors, even if
the average level is consistent with their expectations. In general, the earlier the change in
the Relevant Factor, the greater the effect on yield.
The historical experience of a Relevant Factor should not be viewed as an indication of the future
performance of such Relevant Factor during the term of any Notes. Accordingly, each potential
investor should consult its own financial and legal advisers about the risk entailed by an
investment in any Notes linked to a Relevant Factor and the suitability of such Notes in light of its
particular circumstances.
Legal investment considerations may restrict certain investments. 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.
All references in this document to euro and refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the functioning
of the EU, as amended and all references to U.S. dollars, U.S.$ and $ refer to United States dollars.
This Base Prospectus and, in the case of Notes admitted to trading on the regulated market of the
Luxembourg Stock Exchange, the Final Terms will also be published on the website of the
Luxembourg Stock Exchange (www.luxse.com).
Any websites included in this Base Prospectus are for information purposes only and do not form
part of the Base Prospectus unless specifically incorporated by reference and have not been
scrutinised or approved by the CSSF.

8



In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Final Terms may overallot 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 cease 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 overallotment must be conducted by the
relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
INFORMATION RELATING TO EU TAXONOMY-ALIGNED TRANSITION BONDS AND
SUSTAINABILITY-LINKED NOTES ISSUED UNDER THE PROGRAMME
The Final Terms relating to any specific Tranche of Notes may provide that it will be the Issuer's
intention to apply the proceeds from an offer of those Notes specifically to finance or refinance
projects and activities that promote climate-friendly and other environmental purposes (as
defined in the "Use of Proceeds" section). Prospective investors should determine for themselves
the relevance of such information for the purpose of any investment in such Notes together with
any other investigation such investor deems necessary. Furthermore, no assurance or
representation is given by the Dealers as to the suitability or reliability for any purpose whatsoever
of any opinion or certification of any third party (whether or not solicited by the Issuer) which
may or may not be made available in connection with the issue of any Notes and in particular with
any Eligible Projects (as defined in the section "Use of Proceeds") to fulfil any environmental
and/or other criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall
be deemed to be, incorporated in and/or form part of this Base Prospectus. Any such opinion or
certification is not, nor should be deemed to be, a recommendation by the Issuer, the Dealers or
any other person to buy, sell or hold any such Notes. Any such opinion or certification is only
current as of the date that opinion was initially issued. Prospective investors must determine for
themselves the relevance of any such opinion or certification and/or the information contained
therein and/or the provider of such opinion or certification for the purpose of any investment in
such Notes. Currently, the providers of such opinions and certifications are not subject to any
specific regulatory or other regime or oversight.
While it is the intention of the Issuer to apply an amount equivalent to the proceeds of any Notes
so specified to Eligible Projects in, or substantially in, the manner described in the Final Terms
relating to any specific Tranche of Notes, there can be no assurance that the relevant project(s) or
use(s) the subject of, or related to, any Eligible Projects will be capable of being implemented in
or substantially in such manner and/or in accordance with any timing schedule and that
accordingly such amount equivalent to the proceeds of the Notes will be totally or partially
disbursed for the specified Eligible Projects. Nor can there be any assurance that such Eligible
Projects will be completed within any specified period or at all or with the results or outcome
(whether or not related to the environment) as originally expected or anticipated by the Issuer.
Any such event or failure by the Issuer will not constitute an Event of Default under the Notes.
Any such event or failure to apply an amount equivalent to the proceeds of any Notes of any issue

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of Notes for any Eligible Projects as aforesaid and/or withdrawal of any such opinion or
certification or any such opinion or certification attesting that the Issuer is not complying in whole
or in part with any matters for which such opinion or certification is opining or certifying on
and/or any such Notes no longer being listed or admitted to trading on any stock exchange or
securities market as aforesaid may have a material adverse effect on the value of such Notes and
also potentially the value of any other Notes which are intended to finance Eligible Projects and/or
result in adverse consequences for certain investors with portfolio mandates to invest in securities
to be used for a particular purpose.
No Dealer makes any representation as to the suitability of `EU Taxonomy-aligned Transition
Bonds' or Sustainability-Linked Notes to fulfil environmental and sustainability criteria required
by prospective investors. In the case of `EU Taxonomy-aligned Transition Bonds, the Dealers have
not undertaken to monitor, nor are responsible for the monitoring of, the use of proceeds. See
"Risk Factors ­ Risks related to the structure of a particular issue of Notes which may be issued
under the Programme ­ In respect of any Notes issued as `EU Taxonomy-aligned Transition Bonds',
there can be no assurance that such use of proceeds will be suitable for the investment criteria of an
investor". In addition, no assurance or representation is given by the Issuer, any other member of
the Group, the Dealers or any other member of their group (including parent companies) or the
External Verifier (as defined in the Terms and Conditions of the Notes) as to the suitability or
reliability for any purpose whatsoever of any opinion, report or certification of any third party in
connection with the offering of `EU Taxonomy-aligned Transition Bonds' or any Sustainability-
Linked Notes issued under the Programme. Any such opinion, report or certification and any
other document related thereto is not, nor shall it be deemed to be, incorporated in and/or form
part of this Base Prospectus. In connection with the issue of Sustainability-Linked Notes under
the Programme, the Issuer has requested a Second-party Opinion (as defined in the Risk Factor:
"Sustainability-Linked Notes may not be a suitable investment for all investors seeking exposure to
assets with sustainability characteristics"). The Second-party Opinion is available on the Issuer's
website. However any information on, or accessible through, the Issuer's website and the
information in such opinions will not constitute or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe for, any securities, is not part of this
Base Prospectus and should not be relied upon in connection with making any investment decision
with respect to any Sustainability-Linked Notes issued under the Programme. In addition, no
assurance or representation is given by the Issuer, any other member of the Group, the Dealers or
any other member of their group (including parent companies) or the External Verifier (as defined
in the Terms and Conditions of the Notes) as to the suitability or reliability for any purpose
whatsoever of any opinion, report or certification of any third party in connection with the offering
of the Sustainability-Linked Notes. Any such opinion, report or certification and any other
document related thereto is not, nor shall it be deemed to be, incorporated in and/or form part of
this Base Prospectus. None of the Dealers makes any representation as to the suitability of any
Sustainability-Linked Notes (as defined herein), including the listing or admission to trading
thereof on any dedicated "green", "environmental", "sustainable", "climate action", "transition"
or other equivalently-labelled segment of any stock exchange or securities market, to fulfil any
transition, green, environmental or sustainability criteria required by any prospective investors.
The Dealers are not responsible for the monitoring of any Sustainability-Linked Notes. None of

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