Obligation ABB 0.75% ( XS1613121422 ) en EUR

Société émettrice ABB
Prix sur le marché refresh price now   96.47 %  ⇌ 
Pays  Suisse
Code ISIN  XS1613121422 ( en EUR )
Coupon 0.75% par an ( paiement annuel )
Echéance 16/05/2024



Prospectus brochure de l'obligation ABB XS1613121422 en EUR 0.75%, échéance 16/05/2024


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Prochain Coupon 16/05/2024 ( Dans 24 jours )
Description détaillée L'Obligation émise par ABB ( Suisse ) , en EUR, avec le code ISIN XS1613121422, paye un coupon de 0.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/05/2024








INFORMATION MEMORANDUM

ABB FINANCE B.V.
(incorporated with limited liability in The Netherlands and having its corporate seat in Rotterdam)
as Issuer
PROGRAMME FOR THE
ISSUANCE OF UP TO U.S.$8,000,000,000 DEBT INSTRUMENTS
Guaranteed by
ABB LTD
(incorporated with limited liability in Switzerland)
as Guarantor
Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF market (the
"Euro MTF Market") under the Luxembourg law on prospectuses for securities dated July 10, 2005 (the "Prospectus Act 2005")
for instruments (the "Instruments") issued under the programme for the issuance of debt instruments (the "Programme") during
the period of twelve months from the date of this Information Memorandum to be admitted to trading on the Euro MTF Market and
admitted to listing on the Official List of the Luxembourg Stock Exchange. The Euro MTF Market is not a regulated market for the
purposes of Directive 2004/39/EC on markets in financial instruments (the "Markets in Financial Instruments Directive"). This
Information Memorandum is a prospectus for the purposes of the Prospectus Act 2005 and for the purposes of the admission to
trading of the Instruments on the Euro MTF Market in accordance with the rules and regulations of the Luxembourg Stock
Exchange. This document does not constitute a prospectus for the purposes of Article 3 of Directive 2003/71/EC of the European
Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or
admitted to trading and amending Directive 2001/34/EC.
Application has been made to the SIX Swiss Exchange Ltd ("SIX Swiss Exchange") for the Programme to be approved as an
"issuance programme" for the listing and trading of bonds in accordance with the listing rules of the SIX Swiss Exchange.
Application may be made to list Instruments issued under the Programme on the SIX Swiss Exchange during the period of twelve
months after the date of approval by SIX Swiss Exchange of this Information Memorandum as an "issuance programme" for the
listing of bonds. Instruments may also be issued under the Programme which will not be listed on any exchange.
Instruments issued by ABB Finance B.V. ("ABB Finance" or the "Issuer") benefit from a Guarantee ("Guarantee") entered into by
ABB Ltd ("ABB Ltd" or the "Guarantor") effective as of March 15, 2017. The text of the Guarantee is reproduced in full in
Schedule 1 of this Information Memorandum.
The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act")
and may not be offered, sold or delivered in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S)
except in certain transactions exempt from the registration requirements of the Securities Act.
This Information Memorandum replaces the Information Memorandum dated March 1, 2016 in respect of the Programme.
Investing in Instruments issued under the Programme involves certain risks. The principal risk factors that may affect the ability of
the Issuer and the Guarantor to fulfil their obligations under the Instruments issued under the Programme are discussed under
"Risk Factors" below.
ARRANGER FOR THE PROGRAMME
BNP PARIBAS
DEALERS
BARCLAYS
BOFA MERRILL LYNCH
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
HSBC
J.P. MORGAN
MORGAN STANLEY
SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT
BANKING
UBS INVESTMENT BANK

March 15, 2017







CONTENTS

Page
IMPORTANT NOTICE ............................................................................................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................... 4
SUMMARY OF THE PROGRAMME ........................................................................................................ 6
RISK FACTORS ........................................................................................................................................ 11
FINAL TERMS AND DRAWDOWN INFORMATION MEMORANDUMS ......................................... 25
FORMS OF THE INSTRUMENTS ........................................................................................................... 26
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 33
FORM OF FINAL TERMS ........................................................................................................................ 60
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL FORM 72
GOVERNING LAW AND PLACE OF JURISDICTION ......................................................................... 74
USE OF PROCEEDS ................................................................................................................................. 75
RELATIONSHIP WITH ABB LTD .......................................................................................................... 76
DESCRIPTION OF ABB LTD AND THE ABB GROUP ........................................................................ 77
SELECTED CONSOLIDATED FINANCIAL DATA OF THE ABB GROUP ....................................... 84
DESCRIPTION OF ABB FINANCE B.V. ................................................................................................ 86
INDEPENDENT AUDITOR'S REPORT .................................................................................................. 97
SUBSCRIPTION AND SALE ................................................................................................................. 100
TAXATION ............................................................................................................................................. 103
GENERAL INFORMATION .................................................................................................................. 109
SCHEDULE 1 GUARANTEE ................................................................................................................. 111
INDEX OF DEFINED TERMS ............................................................................................................... 115








IMPORTANT NOTICE
Each of the Issuer and ABB Ltd accepts responsibility for the information contained in this Information
Memorandum. The Issuer declares that, having taken all reasonable care to ensure that such is the case,
the information contained herein relating to the Issuer and the Instruments is, to the best of its knowledge,
in accordance with the facts and contains no omission likely to affect its import. ABB Ltd declares that,
having taken all reasonable care to ensure that such is the case, the information contained herein relating
to ABB Ltd, its consolidated subsidiaries, including the Issuer (together, the "ABB Group", "ABB" or
the "Group") and the Guarantee is, to the best of its knowledge, in accordance with the facts and contains
no omission likely to affect its import. In this Information Memorandum, references to "the ABB
Group", "ABB", "we", "our" and "us" refer to ABB Ltd and its consolidated subsidiaries, including the
Issuer, unless the context otherwise requires.
Each Tranche (as defined herein) of Instruments will be issued on the terms set out herein under "Terms
and Conditions of the Instruments" (the "Conditions") as amended and/or supplemented by a document
specific to such Tranche called final terms (the "Final Terms") or in a separate information memorandum
specific to such Tranche (the "Drawdown Information Memorandum") as described under "Final
Terms and Drawdown Information Memorandum" below. In the case of a Tranche of Instruments which
is the subject of a Drawdown Information Memorandum, each reference in this Information
Memorandum to information being specified or identified in the relevant final terms shall be read and
construed as a reference to such information being specified or identified in the relevant Drawdown
Information Memorandum unless the context requires otherwise. This Information Memorandum must be
read and construed together with any amendments or supplements hereto and with the information
incorporated by reference herein and, in relation to any Tranche of Instruments which is the subject of
Final Terms, must be read and construed together with the relevant Final Terms.
No person has been authorised to give any information or to make any representation regarding the Issuer,
the Guarantor or the ABB Group or the Instruments other than as contained in or extracted from or
incorporated by reference in this Information Memorandum, the Dealership Agreement, the Fiscal
Agency Agreement, the Deed of Covenant, the Guarantee or any Final Terms (as defined herein) or in
any public information or as approved in writing for such purpose by the Issuer and, if given or made, any
such representation or information should not be relied upon as having been authorised by the Issuer, the
Guarantor or any member of the ABB Group or the Dealers or any of them.
None of the Dealers has separately verified the information contained in this Information Memorandum.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty, as to the
accuracy or completeness of the information contained herein. The Dealers assume no responsibility for
this Information Memorandum.
Neither the delivery of this Information Memorandum or any Final Terms nor the offering, sale or
delivery of any Instruments shall, in any circumstances, create any implication that the information
contained in this Information Memorandum is true subsequent to the date hereof or the date upon which
this Information Memorandum has been most recently amended or supplemented or that there has been
no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or
financial or trading position of the Issuer, the Guarantor or the ABB 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 at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
This Information Memorandum may be used in connection with the listing and admission to trading of
not more than U.S.$8,000,000,000 in aggregate principal amount of Instruments outstanding at any time
(or the equivalent in any other currency at the date of the agreement for the issue of such Instruments).
This Information Memorandum may only be used for the purpose for which it has been published. This
document must be read in conjunction with all documents incorporated by reference in and forming part
of this Information Memorandum (see under "Documents Incorporated by Reference") and shall be
construed accordingly.
The distribution of this Information Memorandum and any Final Terms and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose
possession this Information Memorandum or any Final Terms comes are required by the Issuer, the

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Guarantor and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of
this Information Memorandum or any Final Terms and other offering material relating to the Instruments,
see "Subscription and Sale". In particular, Instruments have not been and will not be registered under the
Securities Act and may include Instruments in bearer form which are subject to U.S. tax law
requirements. Subject to certain exceptions, Instruments may not be offered, sold or, in the case of
Instruments in bearer form, delivered within the United States or to U.S. persons. This Information
Memorandum and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation.
This Information Memorandum and any Final Terms do not constitute an offer or an invitation to
subscribe for or purchase any Instruments and should not be considered as a recommendation by the
Issuer, the Guarantor or any Dealer that any recipient of this Information Memorandum or any Final
Terms should subscribe for or purchase any Instruments. Each recipient shall be taken to have made its
own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
In this Information Memorandum, all references to "Euro", "euro" and "" are to the currency introduced
at the start of the third stage of European economic and monetary union, and as defined in Article 2 of
Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, all
references to "dollars", "U.S. dollars", "$", "USD" and "U.S.$" are to the lawful currency of the United
States of America, all references to "Swiss Francs", "CHF" and "SFr" are to the lawful currency of
Switzerland, all references to "£", "Pounds Sterling" and "GBP" are to the lawful currency of the United
Kingdom and references to a "Member State" are references to a Member State of the European
Economic Area or European Union, as applicable.
Certain figures included in this Information Memorandum have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede
them.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS ­ If the Final Terms in respect of any
Instruments includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are
not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect
from such date, 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 Directive 2014/65/EU ("MiFID II");
or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), 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 (the "PRIIPs Regulation") for offering
or selling the Instruments or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Instruments or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPS Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS UNDER THE
PROGRAMME, THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S))
IN THE APPLICABLE FINAL TERMS IN RELATION TO THE RELEVANT INSTRUMENTS
MAY OVER-ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS 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 INSTRUMENTS 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 INSTRUMENTS AND 60 DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF THE STABILISING
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

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DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(i)
the audited consolidated financial statements (including the auditors' report thereon and notes
thereto) of ABB Ltd, in respect of the year ended December 31, 2016 as set out on pages 135 to
205 of The ABB Group Annual Report 2016 and in respect of the year ended December 31, 2015
as set out on pages 108 to 159 of The ABB Group Annual Report 2015;
(ii)
the audited statutory financial statements of ABB Ltd, in respect of the years ended December 31,
2016 and December 31, 2015, included in The ABB Group Annual Reports for 2016 and 2015;
(iii)
the Annual Reports on Form 20-F of ABB Ltd for the years ended December 31, 2016 and
December 31, 2015 filed by ABB Ltd to the U.S. Securities and Exchange Commission (the
"SEC"); and
(iv)
the audited financial statements (including the independent auditors' report thereon and notes
thereto) of ABB Finance B.V., in respect of the years ended December 31, 2016, December 31,
2015, December 31, 2014, December 31, 2013 and December 31, 2012.
The following table sets out the relevant page numbers of some of the financial information in the audited
consolidated financial statements of ABB Ltd in respect of the financial years ended December 31, 2016
and December 31, 2015.
Consolidated
Consolidated
Financial
Financial
Statements 2016
Statements 2015
(as set out in
(as set out in
The ABB Group
The ABB Group
2016 Annual
2015 Annual

Report)
Report)
Consolidated Income Statements ......................................................................................
144
108
Consolidated Balance Sheets.............................................................................................
146
110
Consolidated Statements of Cash Flows............................................................................
147
111
Report of the Statutory Auditor on the Consolidated Financial Statements .......................
137
159
Notes to the Consolidated Financial Statements including significant accounting policies
150-205
114-157

The following table sets out the relevant page numbers of some of the financial information in the audited
statutory financial statements of ABB Ltd in respect of the financial years ended December 31, 2016 and
December 31, 2015.
Statutory
Statutory
Financial
Financial
Statements 2016
Statements 2015
(as set out in
(as set out in
The ABB Group
The ABB Group
2016 Annual
2015 Annual

Report)
Report)
Income Statement ..............................................................................................................
211
165
Balance Sheet ....................................................................................................................
211
165
Report of the Statutory Auditor on the Statutory Financial Statements .............................
224
179
Notes to the Statutory Financial Statements ......................................................................
213-222
167-177

The following table sets out the relevant page numbers of some of the financial information in the audited
financial statements of ABB Finance B.V. in respect of the financial years ended December 31, 2016 and
December 31, 2015.
Financial
Financial

Statements 2016
Statements 2015
Income Statement ...............................................................................................................
6
6
Balance Sheet .....................................................................................................................
5
5
Report of the Auditor on the Financial Statements .............................................................
18-19
18-19
Notes to the Financial Statements including significant accounting policies ......................
7-16
7-16


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The Issuer will, at the specified offices of the Fiscal Agent and the Swiss Paying Agent, provide, free of
charge, upon the oral or written request therefor, a copy of this Information Memorandum, and
supplements or amendments to the Information Memorandum and any or all of the documents
incorporated by reference herein and therein. Written or oral requests for such documents should be
directed to the specified office of any Paying Agent. The reports filed by ABB Ltd with the SEC may also
be inspected and copied at prescribed rates at the SEC's public reference room at 450 Fifth Street N.W.,
Washington, D.C. 20549 or accessed via the internet at http://www.sec.gov. Documents incorporated by
reference will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Any information contained in any of the documents specified above which is not incorporated by
reference in this Information Memorandum is either not relevant to investors or is covered elsewhere in
this Information Memorandum.

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SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read, in relation to any Instruments, in conjunction
with the relevant Final Terms and, to the extent applicable, the Terms and Conditions of the Instruments
set out on pages 32 to 58 hereof. Words and expressions defined in the "Terms and Conditions of the
Instruments" below or elsewhere in this Information Memorandum have the same meanings in this
summary.
"Issuer":
ABB Finance B.V.
"Guarantor":
ABB Ltd.
"Guarantee":
Holders of the Instruments issued under the Programme have the
benefit of a Guarantee entered into by ABB Ltd effective as of March
15, 2017.
"Status of Instruments":
The Instruments will constitute (subject to Condition 4.01 (Negative
Pledge)) unsecured and unsubordinated obligations of the Issuer and
will at all times rank pari passu in right of payment and without any
preference among themselves.
"Status of Guarantee":
The guarantee of the Instruments will constitute direct, unsecured and
unsubordinated obligations of the Guarantor and will at all times rank
pari passu with all other present and future direct, unsecured and
unsubordinated obligations of the Guarantor, save for such obligations
as may be mandatorily preferred by law.
"Risk Factors":
Investing in Instruments under the Programme involves certain risks.
The principal risk factors that may affect the ability of the Issuer and
the Guarantor to fulfil their obligations under the Instruments issued
under the Programme are discussed under "Risk Factors" below.
"Arranger":
BNP Paribas
"Dealers":
Barclays Bank PLC

BNP Paribas

Citigroup Global Markets Limited

Crédit Agricole Corporate and Investment Bank

Credit Suisse Securities (Europe) Limited

Deutsche Bank AG, London Branch

Goldman Sachs International

HSBC Bank plc

J.P. Morgan Securities plc

Merrill Lynch International

Morgan Stanley & Co. International plc

Société Générale

UBS Limited

and any other dealer appointed from time to time by the Issuer and the
Guarantor. The Issuer may be appointed as a Dealer in respect of a
particular Tranche (as defined below) of Instruments.
"Fiscal Agent":
BNP Paribas Securities Services, Luxembourg Branch.
"Luxembourg Listing Agent": BNP Paribas Securities Services, Luxembourg Branch.
"Swiss Listing Agent":
The recognised representative according to article 43 of the listing
rules of the SIX Swiss Exchange as specified in the relevant Final
Terms.
"Swiss Paying Agent":
BNP Paribas Securities Services, Zurich Branch or any other Swiss
paying agent named in any Final Terms

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"Programme Amount":
The aggregate principal amount of Instruments which may be issued
under the Programme is U.S.$8,000,000,000 ("Programme Limit")
(or, in any case, its approximate equivalent in any other currency at the
date of the agreement to issue any Tranche of Instruments), as
outstanding at any time. The Programme Limit may be increased from
time to time, subject to compliance with the relevant provisions of the
Dealership Agreement as defined under "Subscription and Sale".
"Final Terms" or "Drawdown
Instruments issued under the Programme may be issued either (1)
Information Memorandum":
pursuant to this Information Memorandum and associated Final Terms
or (2) pursuant to a Drawdown Information Memorandum. The terms
and conditions applicable to any particular Tranche of Instruments will
be the Conditions as supplemented, amended and/or replaced to the
extent described in the relevant Final Terms or, as the case may be the
relevant Drawdown Information Memorandum.
"Issuance in Series":
Instruments will be issued in series (each a "Series"). Each Series may
comprise one or more tranches ("Tranches" and each a "Tranche")
issued on different issue dates. The Instruments of each Series will all
be subject to identical terms, whether as to currency, interest, maturity
or otherwise, or terms which are identical except that the issue date,
the first payment of interest and/or the denomination thereof may be
different and save that a Series may comprise Instruments in bearer
form and Instruments in registered form. The Instruments of each
Tranche will all be subject to identical terms in all respects save that a
Tranche may comprise Instruments in bearer form and Instruments in
registered form.
"Form of Instruments":
Instruments may be issued in bearer form or in registered form.

Each Tranche of Bearer Instruments will initially be in the form of
either a Temporary Global Instrument or a Permanent Global
Instrument, in each case as specified in the relevant Final Terms. Each
global Instrument which is not intended to be issued in new global
note form (a "Classic Global Note" or "CGN"), as specified in the
relevant Final Terms, will be deposited on or around the relevant issue
date with a depositary or a common depositary for Euroclear Bank
SA/NV ("Euroclear") and/or Clearstream Banking, société anonyme,
Luxembourg ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each global Instrument which is intended
to be issued in new global note form (a "New Global Note" or
"NGN"), as specified in the relevant Final Terms, will be deposited on
or around the relevant issue date with a common safekeeper for
Euroclear and/or Clearstream, Luxembourg. Such Temporary Global
Instrument will be exchangeable for a Permanent Global Instrument,
or, if so specified in the relevant Final Terms, for Definitive
Instruments. If the TEFRA D Rules are specified in the relevant Final
Terms as applicable, certification as to non-U.S. beneficial ownership
will be a condition precedent to any exchange of an interest in a
Temporary Global Instrument or receipt of any payment of interest in
respect of a Temporary Global Instrument. Each Permanent Global
Instrument will be exchangeable for Definitive Instruments in
accordance with its terms. Definitive Instruments will, if interest
bearing, have Coupons attached and, if appropriate, a Talon for further
Coupons.

Each Tranche of Registered Instruments will be in the form of either
Individual Certificates or a global Instrument in registered form, in
each case as specified in the relevant Final Terms.

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Each Tranche of Instruments represented by a Global Registered
Instrument will either be: (a) in the case of an Instrument which is not
to be held under the new safekeeping structure ("New Safekeeping
Structure" or "NSS"), registered in the name of a common depositary
(or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or
any other relevant clearing system and the relevant Global Registered
Instrument will be deposited on or about the issue date with the
common depositary; or (b) in the case of an Instrument to be held
under the New Safekeeping Structure, be registered in the name of a
common safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and the relevant Global Registered Instrument will be
deposited on or about the issue date with the common safekeeper for
Euroclear and/or Clearstream, Luxembourg. Each Global Registered
Instrument will be exchangeable for Individual Certificates in
accordance with its terms.

Instruments that are intended to be deposited with SIX SIS Ltd ("SIX
SIS") in Olten, Switzerland ("SIS Instruments") will be represented
exclusively by a Permanent Global Instrument (without coupons
attached) which shall be deposited with SIX SIS. Neither the Issuer
nor any holder of SIS Instruments will at any time have the right to
effect or demand the conversion of the Permanent Global Instrument
representing such SIS Instruments into, or the delivery of, Instruments
in definitive or uncertificated form. If the Swiss Paying Agent deems
(i) the printing of Definitive Instruments and Coupons to be necessary
or useful or (ii) the presentation of Definitive Instruments and
Coupons to be required by Swiss or foreign laws in connection with
the enforcement of the rights of the holders, the Swiss Paying Agent
will provide for such printing. The Issuer has irrevocably authorised
the Swiss Paying Agent to provide for such printing on its behalf. The
Definitive Instruments will be printed and issued to the holders free of
charge in exchange for their interests in the respective global
instrument.

Neither the Issuer nor the holders of interests in Instruments listed on
the SIX Swiss Exchange have the right to request the printing and
delivery of Definitive Instruments. If the Swiss Paying Agent deems
(i) the printing of Definitive Instruments and Coupons to be necessary
or useful or (ii) the presentation of Definitive Instruments and
Coupons to be required by Swiss or foreign laws in connection with
the enforcement of the rights of the holders, the Swiss Paying Agent
will provide for such printing. The Issuer has irrevocably authorised
the Swiss Paying Agent to provide for such printing on its behalf. The
Definitive Instruments will be printed and issued to the holders free of
charge in exchange for their interests in the respective global
instrument.
"Currencies":
Instruments may be denominated in any currency or currencies,
subject to compliance with all applicable legal or regulatory
requirements. Payments in respect of Instruments may, subject to
compliance as aforesaid, be made in and/or linked to, any currency or
currencies other than the currency in which such Instruments are
denominated in accordance with the relevant Final Terms.
"Negative Pledge":
The Instruments will have the benefit of a negative pledge, as more
fully described in "Terms and Conditions of the Instruments--Negative
Pledge".

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"Cross Default":
The Instruments will have the benefit of a cross default provision, as
more fully described in "Terms and Conditions of the Instruments--
Events of Default--Cross Default".
"Issue Price":
Instruments may be issued at any price whether at par or at a discount
or premium to par, and either on a fully or partly paid basis, as
specified in the relevant Final Terms. The price and amount of
Instruments to be issued under the Programme will be determined by
the Issuer, the Guarantor and the relevant Dealer(s) at the time of issue
in accordance with prevailing market conditions.
"Maturities":
Any maturity, subject, in relation to specific currencies, to compliance
with all applicable legal and/or regulatory requirements.

Any Instruments which have a maturity of less than one year from
their Issue Date and in respect of which (i) the issue proceeds are
received by the Issuer in the United Kingdom or (ii) the activity of
issuing the Instruments is carried on from an establishment maintained
by the Issuer in the United Kingdom must (a) have a minimum
redemption value of £100,000 (or its equivalent in other currencies)
and be issued only to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or who it is
reasonable to expect will acquire, hold, manage or dispose of
investments (as principal or agent) for the purposes of their businesses
or (b) be issued in other circumstances which do not constitute a
contravention of Section 19 of the Financial Services and Markets Act
2000 (the "FSMA") by the Issuer.
"Redemption":
Instruments may be redeemable at par or at such other Redemption
Amount (detailed in a formula or otherwise) as may be specified in the
relevant Final Terms.
"Early Redemption":
Early redemption will be permitted for taxation reasons as mentioned
in "Terms and Conditions of the Instruments--Redemption and
Purchase--Early Redemption for Taxation Reasons", but will
otherwise be permitted only to the extent specified in the relevant
Final Terms.
"Interest":
Instruments may be interest bearing or non-interest bearing.
"Denominations":
No Instruments may be issued under the Programme which have a
minimum denomination of less than Euro 100,000 (or its equivalent in
other currencies). Subject thereto, Instruments will be issued in such
denominations as may be specified in the relevant Final Terms, subject
to compliance with all applicable legal and/or regulatory requirements
as of the date of issuance.

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