Obligation Daimler Group 1% ( XS2315673058 ) en AUD

Daimler Group

100 % ▲

Allemagne

XS2315673058 ( en AUD )

1% par an ( paiement annuel )

15/03/2024 - Obligation échue

Prospectus brochure de l'obligation Daimler AG XS2315673058 en AUD 1%, échue

2 000 AUD

100 000 000 AUD

Daimler AG est un constructeur automobile allemand, principalement connu pour ses marques Mercedes-Benz, Freightliner et Western Star, produisant des voitures de tourisme, des camions, des autobus et des moteurs.

L'Obligation émise par Daimler Group ( Allemagne ) , en AUD, avec le code ISIN XS2315673058, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/03/2024

This document constitutes (a) six base prospectuses for the purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market,
and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"), each in respect of non-equity securities within the meaning of
Article 2(c) of the Prospectus Regulation: (i) the base prospectus of Daimler AG, (ii) the base prospectus of Mercedes-Benz Australia/Pacific Pty Ltd
(ABN 23 004 411 410), (iii) the base prospectus of Daimler International Finance B.V., (iv) the base prospectus of Daimler Canada Finance Inc., (v)
the base prospectus of Daimler Finance North America LLC, and (vi) the base prospectus of Mercedes-Benz Finance Co., Ltd. (each a "Base
Prospectus" and, together, the "Base Prospectuses"), and (b) six alleviated base prospectuses for the purposes of Article 22 of the Luxembourg Law
on Prospectuses for Securities (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières; the "Luxembourg Prospectus Act"), each in
respect of non-equity securities with a maturity at issue of less than twelve months which qualify as money market instruments within the meaning of
Article 17(1) and Part III Chapter 1 of the Luxembourg Prospectus Act: (i) the alleviated base prospectus of Daimler AG, (ii) the alleviated base
prospectus of Mercedes-Benz Australia/Pacific Pty Ltd (ABN 23 004 411 410), (iii) the alleviated base prospectus of Daimler International Finance
B.V., (iv) the alleviated base prospectus of Daimler Canada Finance Inc., (v) the alleviated base prospectus of Daimler Finance North America LLC,
and (vi) the alleviated base prospectus of Mercedes-Benz Finance Co., Ltd. (each an "Alleviated Base Prospectus" and, together, the "Alleviated
Base Prospectuses" and, together with the Base Prospectuses, the "Prospectus").

Daimler AG
Stuttgart, Federal Republic of Germany
Mercedes-Benz Australia/Pacific Pty Ltd
(ABN 23 004 411 410)
Mulgrave, Victoria, Australia
Daimler International Finance B.V.
Nieuwegein, the Netherlands
Daimler Canada Finance Inc.
Montréal, Quebec, Canada
Daimler Finance North America LLC
Delaware, USA
Mercedes-Benz Finance Co., Ltd.
Tokyo, Japan
EUR 70,000,000,000
Euro Medium Term Note Programme (the "Programme")
unconditionally and irrevocably guaranteed by
Daimler AG
Stuttgart, Federal Republic of Germany
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Prospectus Regulation and the Luxembourg Prospectus Act. The CSSF only
approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation and the Luxembourg Prospectus Act. Approval by the CSSF should not be considered as an
endorsement of the Issuers (as defined below) or the quality of the Notes (as defined below) that are the subject of this
Prospectus. In accordance with Article 6 (4) of the Luxembourg Prospectus Act (with regard to the Base Prospectuses)
and in accordance with Article 34 (3) of the Luxembourg Prospectus Act (with regard to the Alleviated Base
Prospectuses), by approving this Prospectus, the CSSF assumes no responsibility for the economic or financial
soundness of the transactions contemplated by this Prospectus or the quality and solvency of any of the Issuers.
Investors should make their own assessment as to the suitability of investing in the Notes.
In addition, the Issuers have requested the CSSF to provide (i) the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) in its capacity as competent authority in the Federal Republic of
Germany under the Prospectus Regulation, and (ii) the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten) in its capacity as competent authority in the Netherlands under the Prospectus
Regulation with certificates of approval in accordance with Article 25 (1) of the Prospectus Regulation attesting that the
Base Prospectuses have been drawn up in accordance with the Prospectus Regulation (each, a "Notification"). The
Issuers may request the CSSF to provide competent authorities in additional Member States of the European Economic
Area (the "EEA") with similar Notifications.

Application has been made to list notes to be issued under the Programme (the "Notes") on the official list of the
Luxembourg Stock Exchange and to admit them to trading on the regulated market "Bourse de Luxembourg" of the
Luxembourg Stock Exchange or on the professional segment of the regulated market of the Luxembourg Stock
Exchange. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive
2014/65/EU of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and
amending Directive 2002/92/EC and Directive 2011/61/EU, as amended ("MiFID II"). Notes to be issued under the
Programme may also be listed on an alternative stock exchange or may not be listed at all. The payments of all amounts
due in respect of Notes (other than Notes to be issued by Daimler AG) will be unconditionally and irrevocably
guaranteed by Daimler AG.
This Prospectus, any document incorporated by reference in this Prospectus and any supplement hereto will be
published
in
electronic
form
on
the
website
of
the
Luxembourg
Stock
Exchange
(www.bourse.lu/programme/Programme-Daimler/2370) and will be viewable on, and obtainable free of charge from,
such website. For the avoidance of doubt, any information contained in the aforementioned website (other than the
information incorporated by reference in this Prospectus (as described in the section entitled "Table of Documents
Incorporated by Reference")), does not form part of this Prospectus and has not been scrutinized or approved by the
CSSF.
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for a period of twelve months
from its Date of Approval (in relation to Notes which are to be admitted to trading on a regulated market in 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 Article 3(2) of the Prospectus Regulation) i.e. until (and including) May 12, 2022. The
obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material
inaccuracy shall not apply once this Prospectus is no longer valid. During its time of validity the Issuer shall not
be obliged to supplement this Prospectus in case it is not being used in connection with an issue of Notes which
shall be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA in
circumstances where no exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus
Regulation.
An investment in Notes to be issued under the Programme involves certain risks which should be considered by
prospective investors. A discussion of these risks is set out in the section entitled "Risk Factors".

Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Deutsche Bank
HSBC
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit

Prospectus dated May 12, 2021

(the Date of Approval)

IMPORTANT NOTICE
The purpose of this Prospectus is to give information with regard to Daimler AG ("DAG" or the
"Guarantor" and, together with its subsidiaries, the "Daimler Group", the "Group" or "Daimler"),
Mercedes-Benz Australia/Pacific Pty Ltd (ABN 23 004 411 410) ("MBAP"), Daimler International Finance
B.V. ("DIF"), Daimler Canada Finance Inc. ("DCFI"), Daimler Finance North America LLC ("DFNA") and
Mercedes-Benz Finance Co., Ltd. ("MBFJ") (each an "Issuer" and together, the "Issuers") and the EUR
70,000,000,000 Euro Medium Term Note Programme of the Issuers.
This Prospectus is to be read and construed in conjunction with any supplement hereto and all documents
which are incorporated by reference herein (see the section entitled "Documents Incorporated by Reference")
and, in relation to any Tranches (as defined below) of Notes, together with the relevant Final Terms (as
defined below). This Prospectus shall be read and construed on the basis that such documents are
incorporated by reference in and form part of this Prospectus.
The binding language of this Prospectus is English (with the exception of the section entitled "Form of the
Guarantee", whose binding language is German). Each of the sections entitled "Form of the Final Terms"
and "Terms and Conditions of the Notes" is accompanied by a German language translation. The binding
language of the Final Terms and the Conditions (as defined below) prepared in relation to Notes to be issued
under the Programme may be German or English as set out in the relevant Final Terms and/or the relevant
Conditions.
The Dealers (as defined below) have not separately verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by
the Dealers as to the accuracy or completeness of the information contained in, or incorporated by reference
in, this Prospectus or any other information provided by the Issuers in connection with the Programme or the
Notes to be issued under the Programme. The Dealers accept no liability in relation to the information
contained in, or incorporated by reference in, this Prospectus or any other information provided by the
Issuers in connection with the Programme or the Notes to be issued under the Programme or their
distribution. The statements made in this paragraph are without prejudice to the respective responsibilities of
the Issuers and the Guarantor under the Programme.
Neither this Prospectus nor any Final Terms nor any other information supplied in connection with the
Programme or any Notes constitutes an offer or an invitation to subscribe for or purchase any Notes or is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by either the Issuers, the Guarantor, the Dealers or any of them that any recipient of this
Prospectus or any Final Terms or any other information supplied in connection with the Programme or the
Notes should subscribe for or purchase any of the Notes. Each investor contemplating subscribing for or
purchasing Notes should make its own independent investigation of the financial condition and affairs and its
own appraisal of the creditworthiness of the relevant Issuer and the Guarantor and each recipient of this
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the relevant Issuer and the Guarantor.
No person has been authorized by any of the Issuers or the Guarantor to give any information or to make any
representations not contained in or not consistent with the information and the representations set out in this
Prospectus or any other document entered into in connection with the issue or sale of any Notes under the
Programme, and, if given or made, such information or representations must not be relied upon as having
been authorized by the Issuers, the Guarantor or the Dealers.
Neither the delivery of this Prospectus nor the offering, sale, issue or delivery of any Notes shall, in any
circumstances, imply that the information contained herein 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

1

undertake to review the financial condition or affairs of the Issuers and the Guarantor during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention. Investors
should review, inter alia, the most recently published financial statements of the relevant Issuer and the
Guarantor (if applicable) when deciding whether or not to subscribe for or purchase any Notes.
Each Issuer and the Guarantor have undertaken with the Dealers to supplement this Prospectus in accordance
with Article 23 of the Prospectus Regulation or publish a new Prospectus in the event that any significant
new factor, material mistake or material inaccuracy relating to the information included in this Prospectus
which is capable of affecting the assessment of the Notes to be issued under the Programme arises or is noted
between the time when this Prospectus is approved and the final closing of any Tranche of Notes offered to
the public or, as the case may be, trading of any Tranche of Notes on a regulated market begins, whichever
occurs later. Such supplement or new Prospectus will be viewable on, and obtainable free of charge from, the
website of the Luxembourg Stock Exchange (www.bourse.lu/programme/Programme-Daimler/2370).
The Notes and the unconditional and irrevocable guarantee (the "Guarantee") given by DAG for the
due payment of amounts due on any Notes (issued by any Issuer other than DAG under the
Programme) have not been and wil not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act"). The Notes may be subject to U.S. tax law requirements. The Notes
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act. See the section entitled "Selling Restrictions".
This document may not be passed on to any person in the United Kingdom except to investment
professionals or other persons in circumstances in which Section 21(1) of the Financial Services and
Markets Act 2000 (the "FSMA") does not apply.
The Notes have not been and will not be qualified for sale under the securities laws of Canada or any
province or territory thereof and may not be offered or sold, directly or indirectly, in Canada, or to, or
for the benefit of, any resident thereof, in contravention of any such laws.
The Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws or regulations.
Prohibition of Sales to Retail Investors in the European Economic Area If the relevant Final Terms
include a legend entitled "Prohibition of Sales to Retail Investors in the European Economic Area", 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 any member state of 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; (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of
the Council of January 20, 2016 on insurance distribution, as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. If the relevant Final
Terms include the above-mentioned legend, 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.
If the relevant Final Terms specify "Prohibition of Sales to Retail Investors in the European Economic Area"
as "Not Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to each Member
State of the EEA (each, a "Relevant Member State"), any offer of Notes will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.

2

Accordingly, any person making or intending to make an offer in that Relevant Member State of Notes
which are the subject of an offering/placement contemplated in this Prospectus as completed by Final Terms
in relation to the offer of those Notes may only do so (i) 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
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such
offer, or (ii) if a prospectus for such offer has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Regulation, provided that any such prospectus has subsequently been completed by Final Terms
which specify that offers may be made other than pursuant to Article 1(4) of the Prospectus Regulation in
that Relevant Member State and such offer is made in the period beginning and ending on the dates specified
for such purpose in such prospectus or relevant Final Terms, as applicable, and the Issuer has consented in
writing to the use of such prospectus for the purpose of such offer. Except to the extent sub-paragraph (ii)
above may apply, neither the Issuers nor the Guarantor nor any Dealer have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation arises for the Issuers or the
Guarantor or any Dealer to publish or supplement a prospectus for such offer.
Prohibition of Sales to Retail Investors in the United Kingdom  If the relevant Final Terms include a
legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", 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 United Kingdom. For these purposes, a retail investor means a person
who 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 the domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the UK
Financial Services and Markets Act 2000 (as amended, 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 the domestic law of the United Kingdom by virtue of the EUWA; or (iii) if so specified in the relevant
Final Terms, not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of
the domestic law of the United Kingdom by virtue of the EUWA (the "UK Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it
forms part of the domestic law of the United Kingdom 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
United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
If the relevant Final Terms specify "Prohibition of Sales to Retail Investors in the United Kingdom" as "Not
Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to the United Kingdom, any
offer of Notes will be made pursuant to an exemption under 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 the United Kingdom of Notes which are the subject of an offering/placement contemplated
in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation,
in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in the United Kingdom and published, all in accordance with the UK Prospectus
Regulation, provided that any such prospectus has subsequently been completed by Final Terms which
specify that offers may be made other than pursuant to Article 1(4) of the UK Prospectus Regulation and
such offer is made in the period beginning and ending on the dates specified for such purpose in such
prospectus or relevant Final Terms, as applicable, and the Issuer has consented in writing to the use of such
prospectus for the purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the
Issuers nor the Guarantor nor any Dealer have authorized, nor do they authorize, the making of any offer of

3

Notes in circumstances in which an obligation arises for the Issuers or the Guarantor or any Dealer to publish
or supplement a prospectus for such offer.
Each Dealer and/or further financial intermediary subsequently reselling or finally placing Notes to be issued
under the Programme may be entitled to use this Prospectus as set out in the section entitled "Consent to the
Use of this Prospectus".
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such credit rating and the
respective rating agency will be specified in the relevant Final Terms. Any credit ratings assigned to the
Notes are not recommendations to purchase, hold or sell the Notes inasmuch as such ratings do not comment
as to market price or suitability for a particular investor. There is no assurance that these ratings will remain
in effect for any given period of time or that the ratings will not be revised or withdrawn entirely in the future
by the respective rating organizations if in their judgment circumstances so warrant.
Any credit ratings assigned to the Notes may not reflect the potential impact of all risks related to structure
and other factors on the value of the Notes. In addition, real or anticipated changes in any credit ratings
assigned to the Notes will generally affect the market value of the Notes.
Any credit ratings in respect of the Notes or an Issuer are, in respect of an offer or invitation for the issue,
sale or purchase of Notes in Australia (including an offer or invitation which is received by a person in
Australia), for disclosure or distribution only to a person who is not a "retail client" within the meaning of
section 761G of the Corporations Act 2001 of Australia (the "Corporations Act") but is a sophisticated
investor, professional investor or other investor in respect of whom disclosure is not required under Part
6D.2 or Chapter 7 of the Corporations Act and, in all cases, who is otherwise permitted to receive credit
ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone
who is not such a person is not entitled to receive this Prospectus and anyone who receives this Prospectus
must not distribute it to any person who is not entitled to receive it.
Prospective investors should not construe anything in this Prospectus as "financial product" advice
for the purposes of Chapter 7 of the Corporations Act.
Product Classification pursuant to Section 309B of the Securities and Futures Act (Chapter 289 of
Singapore) (the "SFA"): In connection with Section 309B of the SFA and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations"), each Issuer has
determined and hereby notifies all relevant persons (as defined in Section 309(A)(1) of the SFA), that the
Notes are "prescribed capital markets products" (as defined in the CMP Regulations) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Where Notes (other than Fixed Rate Notes which bear an interest rate of zero per cent.) are issued by (a)
MBFJ or (b) DAG, MBAP, DIF or DCFI, in circumstances where any interest on the Notes is attributable to
a business conducted by such Issuer of the Notes through its permanent establishment in Japan in the manner
provided for in the Special Taxation Measures Law of Japan, interest payments on the Notes will generally
be subject to Japanese withholding tax, unless the Holder establishes that the Notes are held by or for the
account of (i) a Holder that is not an individual resident of Japan or a Japanese corporation for Japanese tax
purposes and that is not a person having a special relationship with the Issuer as described in article 6,
paragraph 4 of the Special Taxation Measures Law of Japan ("Special y-related Person of the Issuer"), (ii)
a designated Japanese financial institution described in article 6, paragraph 11 of the Special Taxation
Measures Law of Japan which complies with the requirement for tax exemption under that paragraph or (iii)
a public corporation, a financial institution, a financial instruments business operator or certain other entity
which has complied with the requirement for tax exemption under Article 3-3, Paragraph 6 of the Special
Taxation Measures Law of Japan which has received such payments through a Japanese payment handling
agent as provided in Article 3-3, Paragraph 6 of the Special Taxation Measures Law of Japan.

4

Interest payments on such Notes to an individual resident of Japan or a Japanese corporation (except for the
designated Japanese financial institution and the public corporation, the financial institution, the financial
instruments business operator and certain other entity described in the preceding paragraph) or to an
individual non-resident of Japan or a non-Japanese corporation that is a Specially-related Person of the Issuer
will be subject to deduction in respect of Japanese income tax at a rate of 15 per cent. (from, and including,
January 1, 2013 to, and including, December 31, 2037, at a rate of 15.315 per cent.) of the amount of such
interest.
MiFID II Product Governance / Target Market  The relevant Final Terms 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 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
relevant Issuer, the Guarantor, the Arranger, any of the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK MIFIR Product Governance / Target Market The relevant Final Terms 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 Issuer nor the Arranger nor the other Dealers nor any of their respective affiliates
will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Interest amounts payable on Notes with a fluctuating rate of interest ("Floating Rate Notes") will be
calculated by reference to a specific benchmark which will be provided by an administrator.
As at the date of this Prospectus, the specific benchmark applicable to an issue of Floating Rate Notes has
not yet been determined. However, amounts payable under Floating Rate Notes may be calculated by
reference to (i) BBSW (Australian Bank Bill Swap Rate) which is administered by ASX Benchmarks Pty
Limited ("ASX Benchmarks"), (ii) CDOR (Canadian Dollar Offered Rate) which is provided by Refinitiv
Benchmark Services (UK) Limited ("RBSL"), (iii) EURIBOR (Euro Interbank Offered Rate) which is
provided by the European Money Markets Institute ("EMMI"), (iv) LIBOR (London Interbank Offered Rate)
which is provided by the ICE Benchmark Administration Limited ("IBA"), (v) SIBOR (Singapore Interbank
Offered Rate) which is provided by ABS Benchmarks Administration Co Pte Ltd ("ABS Co."), (vi) SONIA
(Sterling Overnight Index Average) which is provided by the Bank of England ("BoE"), (vii) STIBOR
(Stockholm Interbank Offered Rate) which is provided by the Swedish Financial Benchmark Facility
("SFBF"), or (viii) another benchmark.
As at the date of this Prospectus, only ABS Co., ASX Benchmarks and EMMI appear on the register (the
"ESMA Register") of administrators and benchmarks established and maintained by the European Securities
and Markets Authority (the "ESMA") pursuant to Article 36 of the Regulation (EU) 2016/1011 of the

5

European Parliament and of the Council of June 8, 2016 on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds and amending
Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (the "Benchmarks Regulation").
As at the date of this Prospectus, none of BoE, IBA, RBSL or SFBF appear in the ESMA Register. As far as
the Issuers are aware, (i) the transitional provisions in Article 51 of the Benchmarks Regulation apply to IBA
and RBSL and the transitional provisions in Article 51 of the Benchmarks Regulation in connection with
Article 19 (d) no. 9 (a) of the Regulation (EU) 2019/2089 of the European Parliament and the Council of 27
November 2019 amending Regulation (EU) 2016/1011 as regards EU Climate Transition Benchmarks, EU
Paris-aligned Benchmarks and sustainability-related disclosures for benchmarks apply to SFBF, so that
neither IBA, RBSL nor SFBF are currently required to obtain authorisation or registration (or, if located
outside the European Union, recognition, endorsement or equivalence), and (ii) the BoE is not required to
obtain recognition, endorsement or equivalence pursuant to the exemption set out in Article 2 (2) (a) of the
Benchmarks Regulation.
The Final Terms will specify the name of the specific benchmark and the relevant administrator. In such case
the Final Terms will further specify if the relevant administrator is included in the ESMA Register or
whether the transitional provisions in Article 51 of the Benchmarks Regulation apply (in which case the
relevant administrator would not be required to obtain authorisation or registration (or, if the relevant
administrator is located outside the EEA, recognition, endorsement or equivalence)) or whether the relevant
benchmark does not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of the
Benchmarks Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) IN THE APPLICABLE
FINAL TERMS (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S))
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS (IN EACH CASE OUTSIDE
AUSTRALIA AND NOT ON A FINANCIAL MARKET OPERATED IN AUSTRALIA) 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
OVER-ALLOTMENT 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.
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements that
do not relate to historical facts and events. They are based on the analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earnings capacity,
plans and expectations regarding each of the relevant Issuer's business and management, its growth and
profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
relevant Issuer makes to the best of its present knowledge. These forward-looking statements are subject to
risks, uncertainties and other factors which could cause actual results, including each of the relevant Issuer's
financial condition and results of operations, to differ materially from and be worse than results that have

6

expressly or implicitly been assumed or described in these forward-looking statements. Each of the relevant
Issuer's business is also subject to a number of risks and uncertainties that could cause a forward-looking
statement, estimate or prediction in this Prospectus to become inaccurate. Accordingly, potential investors
are strongly advised to read the following sections of this Prospectus: "Risk Factors", "Description of DAG",
"Description of MBAP", "Description of DIF", "Description of DCFI", "Description of DFNA" and
"Description of MBFJ". These sections include more detailed descriptions of factors that might have an
impact on each of the relevant Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, none of the Issuers assumes any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.
In this Prospectus, unless otherwise specified or the context otherwise requires, the terms "AUD", "AU $" or
"Australian dollars" denote the currency of the Commonwealth of Australia, "CAD", "CAD $" or
"Canadian dol ars" the currency of Canada, "US $", "$" or "U.S. dollars" the currency of the United States
of America and "¥", "Yen" or "Japanese yen" the currency of Japan. References to "", "EUR" or "Euro"
are to the single currency introduced at the start of the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European Community, as amended.

7

TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
General Description of the Programme .............................................................................................................. 9
Risk Factors ...................................................................................................................................................... 11
Risk Factors Relating to DAG, MBAP, DIF, DCFI, DFNA and MBFJ ............................................. 11
Risk Factors Relating to the Notes ...................................................................................................... 28
Responsibility Statement .................................................................................................................................. 43
Consent to the Use of this Prospectus .............................................................................................................. 43
Form of the Notes ............................................................................................................................................. 45
Issue Procedures ............................................................................................................................................... 47
Form of the Final Terms ................................................................................................................................... 49
Terms and Conditions of the Notes .................................................................................................................. 82
Option I Terms and Conditions of the Notes for Notes with a Fixed Interest Rate.......................... 83
Option II Terms and Conditions of the Notes for Notes with a Floating Interest Rate .................. 121
Form of the Guarantee .................................................................................................................................... 169
Description of DAG ....................................................................................................................................... 171
Description of MBAP ..................................................................................................................................... 199
Description of DIF .......................................................................................................................................... 207
Description of DCFI ....................................................................................................................................... 214
Description of DFNA ..................................................................................................................................... 222
Description of MBFJ ...................................................................................................................................... 230
Use of Proceeds .............................................................................................................................................. 236
Taxation Warning ........................................................................................................................................... 237
Selling Restrictions ......................................................................................................................................... 238
Documents Incorporated by Reference .......................................................................................................... 249
General Information ....................................................................................................................................... 256

8