Obligation Airbus 1.625% ( XS2152795709 ) en EUR

Airbus

100 % ▼

Pays-bas

XS2152795709 ( en EUR )

1.625% par an ( paiement annuel )

07/04/2025 - Obligation échue

Prospectus brochure de l'obligation Airbus XS2152795709 en EUR 1.625%, échue

100 000 EUR

750 000 000 EUR

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

L'Obligation émise par Airbus ( Pays-bas ) , en EUR, avec le code ISIN XS2152795709, paye un coupon de 1.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/04/2025

Debt Issuance Programme Prospectus
dated 8 August 2019

AIRBUS SE (FORMERLY KNOWN AS AIRBUS GROUP SE)
(incorporated with limited liability in The Netherlands)
and
AIRBUS FINANCE B.V. (FORMERLY KNOWN AS AIRBUS GROUP FINANCE B.V.)
(incorporated with limited liability in The Netherlands)
Euro 5,000,000,000
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 5,000,000,000 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 al 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 wil not at any time exceed 5,000,000,000 (or the equivalent in other currencies).
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", "Base Prospectus" or "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 (i ) 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 Prospectus Regulation, for the approval of
this 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 al 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 Prospectus has been approved by the CSSF, as competent authority under 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 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 Issuer. 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 Base Prospectus, Airbus' long-term credit rating by S&P Global Ratings Europe Limited ("S&P") is A+ (stable outlook) and by Moody's Deutschland GmbH
("Moody's") is A2 (stable outlook). Each of S&P and Moody's is established in the European Union 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 Base 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 wil 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 European Union and registered under the CRA
Regulation will be disclosed in the relevant Final Terms.
A rating is not a recommendation to buy, sel or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Each Series (as defined on page 2) 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 European Economic Area or offered to the public in a Member State of the European Economic
Area 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 shal be 100,000. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Debt
Issuance Programme Prospectus.
Arranger for the Programme
Barclays
Dealers
Banco Bilbao Vizcaya Argentaria, S.A.
Banco Santander, S.A.
Barclays
Commerzbank
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
MUFG
Natixis
Société Générale Corporate & Investment Banking
NatWest Markets
UniCredit Bank

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
Regulation (EU) 2017/1129 (the "Prospectus Regulation") and for the purpose of giving necessary
information with regard to Airbus and Airbus subsidiaries (as defined in the Notes) taken as a whole
(the "Group") and the Notes which, according to the particular nature and circumstances of the Issuer
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 and the Group, the rights
attaching to the Notes, and the reasons for the issuance and its impact on Airbus and the Group (as
defined in the Terms and Conditions of the Notes (the "Conditions")).
This Debt Issuance Programme Prospectus (together with any Supplements hereto) comprises a base
prospectus for the purposes of the Prospectus Regulation and for the purpose of giving necessary
information with regard to Airbus Finance, Airbus and the Notes which, according to the particular
nature and circumstances of the Issuer 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
any Member State of the European Economic Area which has implemented the Prospectus Regulation
(each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Regulation, as implemented in that Relevant Member 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 Member State of Notes which are the subject of an offering contemplated in this Debt
Issuance Programme Prospectus as completed by 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
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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 in the case of Notes in bearer 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;
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(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
(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 RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii)
a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive" or
"IMD"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (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 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.
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
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European Money Markets Institute ("EMMI") and the ICE Benchmark Administration Limited
("IBA") respectively. As at the date of this 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).

In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) will act as a stabilising agent (the "Stabilising Manager(s)"). The identity of the Stabilising
Manager(s) will be disclosed in the relevant Final Terms. References in the next paragraph to "the issue
of any Tranche" are to each Tranche in relation to which a Stabilising Manager is appointed.
In connection with the issue of any Tranche, (as defined in "General Description of the Programme 
Method of Issue") the Stabilising Manager(s) (or any person acting on behalf of any Stabilising
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 Stabilising Manager(s) (or any person acting on behalf of any
Stabilising 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 Stabilising Manager(s) (or
any person acting on behalf of any Stabilising 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 United Kingdom. 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.
The Debt Issuance Programme Prospectus will expire 12 months from its date in relation to Notes
which are to be admitted to trading on a regulated market in the European Economic Area (the
"EEA") and/or offered to the public in the EEA other than in circumstances where an exemption is
available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement a
prospectus in the event of significant new factors, material mistakes or material inaccuracies does not
apply when a prospectus is no longer valid.

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
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or current expectations concerning, among other things, the Group's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
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.
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 ............................................................................ 15
TERMS AND CONDITIONS OF THE NOTES ...................................................................................... 26
USE OF PROCEEDS ............................................................................................................................... 65
DESCRIPTION OF AIRBUS AND AIRBUS FINANCE ........................................................................ 66
INDEPENDENT AUDITORS .................................................................................................................. 67
RECENT DEVELOPMENTS .................................................................................................................. 68
TAXATION .............................................................................................................................................. 69
SUBSCRIPTION AND SALE .................................................................................................................. 72
FORM OF FINAL TERMS ...................................................................................................................... 77
GENERAL INFORMATION ................................................................................................................... 87
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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 and the applicable Final Terms. Words
and expressions defined under "Terms and Conditions of the Notes" shall have the same meanings in this
section.
Description of the Issuers:
Airbus SE (formerly known as "Airbus Group SE")
("Airbus") or Airbus Finance B.V. (formerly known as
"Airbus Group 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 5,000,000,000 (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 PLC
Barclays Bank Ireland 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.
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 the
D Rules (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.
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
Notes or Exchangeable Bearer Notes or the Global Certificate
representing Registered Notes may (or, in the case of Notes
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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 European Economic Area or offered to the public in
a Member State of the European Economic Area 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 United Kingdom or
whose issue otherwise constitutes a contravention of section 19
of the Financial Services and Markets Act 2000 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

(ii) by reference to LIBOR or EURIBOR as adjusted for
any applicable margin.
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