Obligation Asia Infrastructure Bank 4.25% ( XS2436568690 ) en PHP

Asia Infrastructure Bank

100 % ▲

Chine

XS2436568690 ( en PHP )

4.25% par an ( paiement annuel )

26/01/2027

Prospectus brochure de l'obligation Asian Infrastructure Investment Bank (AIIB) XS2436568690 en PHP 4.25%, échéance 26/01/2027

100 000 PHP

4 900 000 000 PHP

27/01/2026 ( Dans 271 jours )

La Banque asiatique d'investissement dans les infrastructures (AIIB) est une banque multilatérale de développement créée en 2016 pour financer des projets d'infrastructure en Asie et au-delà, visant à améliorer la connectivité et le développement économique régional.

L'Obligation émise par Asia Infrastructure Bank ( Chine ) , en PHP, avec le code ISIN XS2436568690, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/01/2027

BASE PROSPECTUS

ASIAN INFRASTRUCTURE INVESTMENT BANK
Global Medium Term Note Programme
Under the global medium term note programme described herein (the "Programme"), Asian Infrastructure Investment Bank (the "Issuer", "AIIB" or
the "Bank"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes"). Notes will be sold
through one or more Dealers (as defined under "Subscription and Sale" below) appointed by the Issuer or directly by the Issuer itself.
Application has been made for Notes issued under the Programme to be admitted to the official list (the "Official List") of the Luxembourg Stock
Exchange (the "Stock Exchange") and to trading on the regulated market of the Stock Exchange. Unless the context otherwise requires, references in
this base prospectus (this "Base Prospectus") to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the
Official List and admitted to trading on the Stock Exchange's regulated market. 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) in relation to each issue. Unlisted Notes may also be issued pursuant
to the Programme. The applicable Pricing Supplement (as defined below) in respect of the issue of any Notes will specify whether and on which exchange
such Notes will be listed or whether such Notes will be unlisted.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other terms and
conditions not contained herein as well as any information which is applicable to each Tranche (as defined below) of Notes will be set out in a pricing
supplement (the "Pricing Supplement") which, with respect to Notes to be listed on the Stock Exchange, will be filed with the Stock Exchange. Copies
of Pricing Supplements in relation to Notes to be listed on the Stock Exchange will also be published on the website of the Stock Exchange
(www.luxse.com).
Notes of any particular issue will be in bearer form ("Bearer Notes") or registered form ("Registered Notes"), as specified in the applicable Pricing
Supplement. Notes will be issued in the denomination(s) specified in the applicable Pricing Supplement.
References in this Base Prospectus to "CMU Notes" are to Notes denominated in any lawful currency which the Central Moneymarkets Unit Service
(the "CMU Service" or the "CMU") accepts for settlement from time to time that are, or are intended to be, cleared through the CMU Service.
Each tranche (a "Tranche") of Bearer Notes will initially be in the form of either a temporary global note (the "Temporary Global Note") or a permanent
global note (the "Permanent Global Note") in each case as specified in the relevant Pricing Supplement. Each Temporary Global Note or, as the case
may be, Permanent Global Note (each a "Bearer Global Note") may be issued in new global note ("NGN") form if they are intended to be eligible
collateral for Eurosystem monetary policy, or otherwise in classic global note ("CGN") form, as specified in the relevant Pricing Supplement. Each
Bearer Global Note which is issued in CGN form may be deposited on or around the issue date of the relevant Tranche of the Notes with (a) a depositary
or a common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or any other
relevant clearing system and each Bearer Global Note which is issued in NGN form will be deposited on or around the issue date of the relevant Tranche
of the Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg; or (b) in respect of CMU Notes, a sub-custodian for the CMU
Service operated by the Hong Kong Monetary Authority (the "HKMA").
Each Tranche of Registered Notes will initially be represented by a registered global note ("Registered Global Note") and will either be: (a) in the case
of a Registered Global Note which is not to be held under the new safekeeping structure ("NSS") with a view to being considered as eligible collateral
for Eurosystem monetary policy, 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 Registered Global Note will be deposited on or about the issue date with the common depositary
and/or deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company ("DTC"); or (b) in the case of a
Registered Global Note to be held under the NSS with a view to being considered as eligible collateral for Eurosystem monetary policy, be registered in
the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the
relevant Registered Global Note will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg
and (c) in respect of CMU Notes, a sub-custodian for the CMU Service operated by the HKMA.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration
requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act ("Regulation
S").
The Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions
or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to
them by the United States Internal Revenue Code and regulations thereunder.
Each Dealer has agreed that, except as permitted by the Dealer Agreement, it will not offer, sell or deliver Notes, (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the completion of the distribution of the Notes comprising the relevant Tranche within the United States or to,
or for the account or benefit of, U.S. persons, and such Dealer will have sent to each dealer to which it sells Notes during the distribution compliance
period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for
the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering of Notes comprising any Tranche, any offer or sale of Notes within the United States
by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made
otherwise than in accordance with Rule 144A under the Securities Act ("Rule 144A").
The Notes may be offered and sold in registered form, and, in certain transactions permitted by U.S. Treasury regulations, in bearer form within the
United States to persons who are "qualified institutional buyers" ("QIBs") in reliance on Rule 144A. Prospective purchasers who are QIBs are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
The Programme has been rated, and the Notes are, on issue, expected to be rated AAA by Fitch (Hong Kong) Limited ("Fitch"), Aaa by Moody's
Investors Service Limited ("Moody's") and AAA by S&P Global Ratings, acting through Standard & Poor's Financial Services LLC ("S&P").
Fitch, Moody's and S&P are not established in the EEA but the ratings they have given to the Notes to be issued under the Programme are endorsed by
Fitch Ratings Ireland Limited ("Fitch Ireland"), Moody's Deutschland GmbH ("Moody's Deutschland") and S&P Global Ratings Europe Limited
("S&P Europe") respectively, which are established in the EEA and registered under Regulation (EU) No 1060/2009 on credit rating agencies, as
amended (the "EU CRA Regulation"). Moody's is established in the UK and registered under Regulation (EC) No 1060/2009 on credit rating agencies
as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). Fitch and
S&P are not established in the UK but the ratings they have given the Notes to be issued under the Programme are endorsed by Fitch Ratings Limited

("Fitch UK") and S&P Global Ratings UK Limited ("S&P UK") respectively, which are established in the UK and registered under the UK CRA
Regulation.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time
by the assigning rating agency.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its
obligations under the Notes are discussed under "Risk Factors" below.
Arrangers
BofA Securities
Barclays
Goldman Sachs International
HSBC

Dealers

BofA Securities
BMO Capital Markets
Barclays
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Deutsche Bank
Goldman Sachs International
HSBC
JP Morgan Securities
Morgan Stanley & Co
NatWest Markets Plc
Nomura
RBC Capital Markets
Standard Chartered Bank

TD Securities

This date of this Base Prospectus is 2 March 2023

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Pricing
Supplement for each Tranche of Notes issued under the Programme and declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Base Prospectus and the
Pricing Supplement for each Tranche of Notes issued under the Programme is, to the best of its knowledge,
in accordance with the facts and makes no omission likely to affect its import.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes"
(the "Conditions") as amended and/or supplemented by the relevant Pricing Supplement or in a separate
prospectus specific to such Tranche (the "Drawdown Prospectus").
This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject
of a Pricing Supplement, must be read and construed together with the relevant Pricing Supplement. In the
case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base
Prospectus to information being specified or identified in the relevant Pricing Supplement shall be read and
construed as a reference to such information being specified or identified in the relevant Drawdown
Prospectus unless the context requires otherwise.
The Issuer has confirmed to the Dealers that this Base Prospectus contains all information which is (in the
context of the Programme and the issue, offering and sale of the Notes) material (including all such
information as is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profits and losses of the Issuer and of the rights attaching to the Notes); and that any
opinions, predictions or intentions expressed herein are honestly held or made.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer and, if given or made, such information or representation should
not be relied upon as having been authorised by the Issuer or any Dealer.
None of the Dealers have separately verified the information contained in this Base Prospectus. To the
fullest extent permitted by law, neither the Dealers nor any of their respective affiliates have authorised the
whole or any part of this Base Prospectus and none of them makes any representation or warranty, express
or implied, or accepts any responsibility as to the accuracy or completeness of the information contained in
this Base Prospectus or for any other statement, made or purported to be made by a Dealer or on its behalf
in connection with the Issuer or the issue and offering of the Notes. Each Dealer accordingly disclaims all
and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect
of this Base Prospectus or any such statement. Neither the delivery of this Base Prospectus or any Pricing
Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication
that the information contained in this Base Prospectus is true subsequent to the date hereof or the date upon
which this Base Prospectus 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 since the date thereof or, if later, the date upon which this Base Prospectus
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. None of the Dealers undertakes to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus
nor to advise any investor or potential investor in the Notes of any information coming to the attention of
any of the Dealers.
The distribution of this Base Prospectus and any Pricing Supplement and the offering, sale and delivery of
the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Pricing Supplement comes are required by the Issuer 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 the Notes and on the distribution of this Base Prospectus or any Pricing Supplement
and other offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes have
not been and will not be registered under the Securities Act and Bearer Notes are subject to United States
tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold or, in the case of
Bearer Notes, delivered within the United States.

- i -

Neither this Base Prospectus nor any Pricing Supplement constitutes an offer or an invitation to subscribe
for or purchase any Notes and should not be considered a recommendation by the Issuer, the Dealers or any
of them that any recipient of this Base Prospectus or any Pricing Supplement should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Pricing Supplement shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
In this Base Prospectus, unless otherwise specified, references to "EUR", "" and "euro" are to the single
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, references to "GBP", "£" or "Sterling" are to the lawful currency of the United Kingdom,
references to "USD", "U.S.$" or "U.S. dollars" are to the lawful currency of the United States of America
and references to "Renminbi", "RMB" or "CNY" are to the lawful currency of the People's Republic of
China ("China"), excluding in Hong Kong, China, Macau, China and Taiwan, China.
Certain figures included in this Base Prospectus 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.
Product Governance under EU MiFID II
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 "EU MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
EU MiFID Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "EU 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 Directive 2014/65/EU (as amended, "EU 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.
Product Governance under UK MiFIR
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any distributor should take into consideration the target market
assessment; however, a distributor subject to the 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.
AIIB does not qualify as an "investment firm", "manufacturer" or "distributor" for the purposes of the EU
MiFID II and UK MiFIR.
As used above, the expression "UK MiFIR" means Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA.
EU PRIIPs / UK PRIIPs As a result of the Issuer's status as a public international body of which one or
more European Union Member States are members, Regulation (EU) 1286/2014 (as amended, the "EU
PRIIPs Regulation") and Regulation (EU) 1286/2014 as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") will not apply to any Notes issued under the Programme.
Accordingly, the Issuer will not prepare a key information document (within the meaning of the EU PRIIPs
Regulation and/or the UK PRIIPs Regulation, as applicable) in respect of any Notes issued under the
Programme.

- ii -

IMPORTANT NOTICE TO INVESTORS IN BELGIUM
If the 'Prohibition of Sales to Belgian Consumers' is specified as applicable in the applicable Pricing
Supplement, the Notes are not intended to be offered, sold or resold, transferred or delivered or otherwise
made available to and should not be offered, sold or resold, transferred or delivered or otherwise made
available to any individual in Belgium qualifying as a consumer (consumment/consommateur) within the
meaning of Article I.1 of the Belgian Code of Economic Law (Wetboek van economisch recht / Code de
droit économique), as amended from time to time.
BENCHMARKS REGULATION
EU Benchmarks Regulation and UK Benchmarks Regulation
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "EU Benchmarks Regulation") or Regulation (EU) 2016/1011 as it forms part of domestic law of the
United Kingdom by virtue of the EUWA (the "UK Benchmarks Regulation"). If any such reference rate
does constitute such a benchmark, the Pricing Supplement will indicate whether or not the benchmark is
provided by an administrator included in the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the EU
Benchmark Regulation and/or the FCA pursuant to article 36 of the UK Benchmarks Regulation. The
registration status of any administrator under the EU Benchmark Regulation and/or the UK Benchmark
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not
intend to update the Pricing Supplement to reflect any change in the registration status of the administrator.
Ratings
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to
Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the
relevant Pricing Supplement. Whether or not each credit rating applied for in relation to a relevant Tranche
of Notes will be (1) issued or endorsed by a credit rating agency established in the EEA and registered
under the EU CRA Regulation, or by a credit rating agency which is certified under the EU CRA Regulation
and/or (2) issued or endorsed by a credit rating agency established in the UK and registered under the UK
CRA Regulation, or by a credit rating agency which is certified under the UK CRA Regulation will be
disclosed in the Pricing Supplement. In general, European regulated investors are restricted from using a
rating for regulatory purposes if such rating is not (1) issued by a credit rating agency established in the
EEA and registered under the EU CRA Regulation or (2) provided by a credit rating agency not established
in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the EU
CRA Regulation or (3) provided by a credit rating agency not established in the EEA which is certified
under the EU CRA Regulation. In general, UK regulated investors are restricted from using a rating for
regulatory purposes if such rating is not (1) issued by a credit rating agency established in the UK and
registered under the UK CRA Regulation or (2) provided by a credit rating agency not established in the
UK but is endorsed by a credit rating agency established in the UK and registered under the UK CRA
Regulation or (3) provided by a credit rating agency not established in the UK which is certified under the
UK CRA Regulation.
The Notes have not been approved or disapproved by the United States Securities and Exchange
Commission or any other securities commission or other regulatory authority in the United States,
nor have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or
determined the adequacy of the information contained in this Base Prospectus. Any representation
to the contrary is unlawful.
Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore:
Unless otherwise stated in the Pricing Supplement in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) 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).

- iii -

Certain of the Dealers and their respective affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the
Issuer or any of its affiliates in the ordinary course of business.
No comment is made, and no advice is given by the Issuer or any Dealer in respect of taxation matters
relating to the Notes and each investor is advised to consult its own professional adviser(s).
The distribution of this Base Prospectus and any offering or sale of the Notes is not a waiver,
renunciation or other modification by the Issuer or by any of its Governors, Directors, Alternate
Governors, Alternate Directors, the President, Vice-Presidents and other officers or employees of
any of the rights, status, immunities, privileges or exemptions conferred upon any of them by the
Issuer's articles of agreement (the "Articles of Agreement"), all of the Issuer's basic documents, any
applicable law or international practice, all of which are hereby expressly reserved.
THE NOTES ARE NOT OBLIGATIONS OF ANY GOVERNMENT.
STABILISATION
In connection with the issue of any Tranche of Notes, a Dealer or Dealers (if any) acting as the stabilisation
manager(s) (the "Stabilisation Manager(s)") (or persons acting on behalf of any Stabilisation Manager(s))
may over allot the Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, stabilisation may not 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 Stabilisation Manager(s) (or persons acting on behalf of the Stabilisation Manager(s)) in
accordance with all applicable laws and rules.
NOTICE TO U.S. INVESTORS
This Base Prospectus may be submitted on a confidential basis in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of certain Notes
which may be issued under the Programme. Its use for any other purpose in the United States is not
authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its
contents disclosed to anyone other than the prospective investors to whom it is originally submitted.
Any Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by
the U.S. Internal Revenue Code of 1986 and the Treasury regulations promulgated thereunder (the "Code").
Registered Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption. Each U.S.
purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it may
be being made in reliance upon the exemption from the registration requirements of Section 5 of the
Securities Act provided by Rule 144A.
Each purchaser or holder of Notes represented by a Restricted Registered Global Note (as defined below)
or any Notes issued in registered form in exchange or substitution therefor (together "Legended Notes")
will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain
representations and agreements intended to restrict the resale or other transfer of such Notes as set out in
"Subscription and Sale" and "Forms of the Notes and Transfer Restrictions Relating to U.S. Sales".
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resale or other transfers of Notes that are
"restricted securities" (as defined in Rule 144(a)(3) of the Securities Act), the Issuer will furnish, upon the
request of a holder of such Notes or of a beneficial owner of an interest therein, to such holder or beneficial
owner or to a prospective purchaser designated by such holder or beneficial owner, the information required
to be delivered under Rule 144A(d)(4) under the Securities Act and will otherwise comply with the
requirements of Rule 144A(d)(4) under the Securities Act, if, at the time of such request, any of the relevant

- iv -

Notes remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of the Securities
Act and the Issuer is not subject to Section 13 or Section 15(d) of the United States Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act.
FORWARD-LOOKING STATEMENTS
This Base Prospectus includes "forward-looking statements". All statements other than statements of
historical facts included in this Base Prospectus, including, without limitation, those regarding the Issuer's
financial position, strategy, plans and objectives for future operations, are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Issuer to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements. Such
forward-looking statements are based on numerous assumptions regarding the Issuer's present and future
strategies and the environment in which the Issuer will operate in the future. Among the important factors
that could cause the Issuer's actual results, performance or achievements to differ materially from those in
the forward-looking statements include, among others, macro-economic conditions and non-performance
by borrowers. Additional factors that could cause actual results, performance or achievements to differ
materially include, but are not limited to, those discussed under "Risk Factors". These forward-looking
statements speak only as of the date of this Base Prospectus. The Issuer expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Issuer's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

- v -

CONTENTS

Page

SUPPLEMENT TO BASE PROSPECTUS ................................................................................................. 2
PRICING SUPPLEMENT AND DRAWDOWN PROSPECTUS ............................................................... 3
OVERVIEW ................................................................................................................................................. 4
RISK FACTORS .......................................................................................................................................... 9
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 20
USE OF PROCEEDS ................................................................................................................................. 21
DESCRIPTION OF THE ISSUER............................................................................................................. 22
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 31
FORM OF PRICING SUPPLEMENT ....................................................................................................... 76
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 90
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES .............. 93
TAXATION ............................................................................................................................................. 104
SUBSCRIPTION AND SALE ................................................................................................................. 105
GENERAL INFORMATION .................................................................................................................. 111

SUPPLEMENT TO BASE PROSPECTUS
The Issuer has given an undertaking to the Dealers that, unless the Issuer has notified the Dealers in writing
that it does not intend to issue Notes under the Programme for the time being, in the event that a material
new factor, mistake or inaccuracy relating to the information included in this Base Prospectus arises or is
noted which is capable of affecting the assessment by prospective investors of any Notes which may be
issued under the Programme, the Issuer shall update or amend the Base Prospectus by the publication of a
supplement thereto or a new base prospectus and shall deliver to the Dealers, without charge, from time to
time such number of copies of such supplement hereto or new base prospectus as such Dealer may
reasonably request.

- 2 -

PRICING SUPPLEMENT AND DRAWDOWN PROSPECTUS
In the following paragraphs, the expression "necessary information" means, in relation to any Tranche of
Notes, the information necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the
Notes. In relation to the different types of Notes which may be issued under the Programme, the Issuer has
endeavoured to include in this Base Prospectus all of the necessary information except for information
relating to the Notes which is not known at the date of this Base Prospectus and which can only be
determined at the time of an individual issue of a Tranche of Notes.
Any information relating to the Notes which is not included in this Base Prospectus and which is required
in order to complete the necessary information in relation to a Tranche of Notes will be contained in the
relevant Pricing Supplement or in a Drawdown Prospectus.
For a Tranche of Notes which is the subject of a Pricing Supplement, that Pricing Supplement will, for the
purposes of that Tranche only, complete and/or amend this Base Prospectus and must be read in conjunction
with this Base Prospectus. The terms and conditions applicable to any particular Tranche of Notes which
is the subject of a Pricing Supplement are the Conditions described in the relevant Pricing Supplement as
amended and/or supplemented to the extent described in the relevant Pricing Supplement.
The terms and conditions applicable to any particular Tranche of Notes which is the subject of a Drawdown
Prospectus will be the Conditions as amended and/or supplemented to the extent described in the relevant
Drawdown Prospectus. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information being specified or identified in the relevant Pricing
Supplement shall be read and construed as a reference to such information being specified or identified in
the relevant Drawdown Prospectus unless the context requires otherwise.
Each Drawdown Prospectus will be constituted either: (1) by a single document containing the necessary
information relating to the Issuer and the relevant Notes; or (2) by an offering document containing the
necessary information relating to the Issuer, a securities note containing the necessary information relating
to the relevant Notes and, if necessary, a summary note.

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