Bond UniCred 2.2% ( DE000A1HPCZ2 ) in EUR

UniCred

100 % ▼

Italy

DE000A1HPCZ2 ( in EUR )

2.2% per year ( payment 1 time a year)

17/09/2018 - Bond has expired

Prospectus brochure of the bond UniCredit DE000A1HPCZ2 in EUR 2.2%, expired

1 000 EUR

100 000 000 EUR

UniCredit is a major Italian banking group offering a wide range of financial services including commercial banking, investment banking, and wealth management across Europe, Central and Eastern Europe, and the Middle East.

The Bond issued by UniCred ( Italy ) , in EUR, with the ISIN code DE000A1HPCZ2, pays a coupon of 2.2% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/09/2018

BASE PROSPECTUS

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
and
UNICREDIT BANK IRELAND p.l.c.
(incorporated with limited liability in Ireland under registered number 240551)
and
UNICREDIT INTERNATIONAL BANK (LUXEMBOURG) S.A.
(incorporated as a public limited liability company (société anonyme) under the laws of the Grand Duchy of Luxembourg and
registered with the Luxembourg trade and companies register under number B.103.341)
unconditionally and irrevocably guaranteed by
UNICREDIT S.p.A.
in the case of Notes issued by UniCredit Bank Ireland p.l.c. and UniCredit International Bank
(Luxembourg) S.A.
60,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME
Under the 60,000,000,000 Euro Medium Term Note Programme (the Programme) described in this document
(the Base Prospectus), UniCredit S.p.A. (UniCredit or the Parent), UniCredit Bank Ireland p.l.c. (UniCredit
Ireland) and UniCredit International Bank (Luxembourg) S.A. (UniCredit International Luxembourg) (each
an Issuer and together the Issuers) may from time to time issue notes (the Notes) denominated in any currency
agreed between the relevant Issuer and the relevant Dealer (as defined below). The payment of all amounts due
in respect of Notes issued by UniCredit Ireland and by UniCredit International Luxembourg (the Guaranteed
Notes) will be unconditionally and irrevocably guaranteed by UniCredit (in such capacity, the Guarantor).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The
maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not
exceed 60,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase
as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the
Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a
Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis.
References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe for such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks
see "Risk Factors".
Applications have been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the laws of Luxembourg, for the approval of this document as three base
prospectuses in accordance with Article 5.4 of Directive 2003/71/EC (the Prospectus Directive) as amended
(which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the
extent that such amendments have been implemented in a relevant Member State of the European Economic
Area) and Article 8.4 of the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the Prospectus

Act 2005). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions
contemplated by this Base Prospectus or the quality or solvency of the Issuers in accordance with Article 7.7 of
the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued
under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market (as
contemplated by Directive 2004/39/EC) and to be listed on the Official List of the Luxembourg Stock
Exchange. Application may also be made for notification to be given to competent authorities in other Member
States of the European Economic Area in order to permit Notes issued under the Programme to be offered to the
public and admitted to trading on regulated markets in such other Member States in accordance with the
procedures under Article 18 of the Prospectus Directive.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes
have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to
the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a
regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the
Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to
Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive.
The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a
final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to
Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of
Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which
is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchange(s) or markets as may be agreed between the Issuers, the Guarantor and the relevant
Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The
CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Notes.
As more fully set out in "Terms and Conditions of the Notes Taxation", in the case of payments by UniCredit
as Issuer or (in the case of Guaranteed Notes) as Guarantor, additional amounts will not be payable to holders of
the Notes or of the interest coupons appertaining to the Notes (the Coupons) with respect to any withholding or
deduction pursuant to Italian Legislative Decree No. 239 of 1 April 1996 (as amended or supplemented) and
related regulations of implementation which have been or may subsequently be enacted (Decree 239). In
addition, certain other (more customary) exceptions to the obligation of the relevant Issuer and (in the case of
Guaranteed Notes) the Guarantor to pay additional amounts to holders of the Notes with respect to the
imposition of withholding or deduction from payments relating to the Notes also apply, also as more fully set
out in "Terms and Conditions of the Notes Taxation".
Except with respect to the information set out in this Base Prospectus under the heading "Book Entry Clearance
Systems", each of UniCredit and (insofar as the contents of this Base Prospectus relate to it) UniCredit Ireland
and UniCredit International Luxembourg, having made all reasonable enquiries, confirms that this Base
Prospectus contains or incorporates all information which is material in the context of the issuance and offering
of Notes, that the information contained or incorporated in this Base Prospectus is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed in this Base Prospectus are
honestly held and that there are no other facts the omission of which would make this Base Prospectus or any of
such information or the expression of any such opinions or intentions misleading. UniCredit, UniCredit Ireland
and UniCredit International Luxembourg accept responsibility accordingly.
The information relating to each of the Depository Trust Company (DTC), Euroclear Bank S.A./N.V.
(Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg) has been accurately

2

reproduced from information published by each of DTC, Euroclear and Clearstream, Luxembourg respectively.
So far as each of UniCredit, UniCredit Ireland and UniCredit International Luxembourg is aware and is able to
ascertain from information published by the Clearing Systems, no facts have been omitted which would render
the reproduced information misleading.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final
Terms. Whether or not each credit rating applied for in relation to a relevant Series of Notes will be issued by a
credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (as
amended) (the CRA Regulation), and whether such credit rating agency is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation,
will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes). Please also refer to
"Credit ratings assigned to the Issuers, the Guarantor or any Notes may not reflect all the risks associated with
an investment in those Notes" in the "Risk Factors" section of this Base Prospectus.

Arranger
UBS INVESTMENT BANK
Co-Arranger
UNICREDIT BANK
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Morgan Stanley
The Royal Bank of Scotland
Société Générale Corporate
UBS Investment Bank
& Investment Banking

UniCredit Bank
The date of this Base Prospectus is 5 July 2013.

3

IMPORTANT INFORMATION
This document constitutes three base prospectuses in respect of all Notes other than Exempt Notes issued
under the Programme: (a) the base prospectus for UniCredit in respect of non-equity securities within the
meaning of Article 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as
amended (Non-Equity Securities); (b) the base prospectus for UniCredit Ireland in respect of Non-Equity
Securities; and (c) the base prospectus for UniCredit International Luxembourg in respect of Non-Equity
Securities (together, the Prospectus).
The Issuers and the Guarantor (the Responsible Persons) accept responsibility for the information
contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the
Programme. To the best of the knowledge of the Responsible Persons, each having taken all reasonable
care to ensure that such is the case, the information contained in this Base Prospectus is in accordance
with the facts and contains no omissions likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this Base
Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Dealers or any of
their respective affiliates or the Trustee and no responsibility or liability is accepted by any of the Dealers
or by any of their respective affiliates or the Trustee as to the accuracy or completeness of the
information contained or incorporated in this Base Prospectus or of any other information provided by
the Issuers or the Guarantor in connection with the Programme. No Dealer or any of their respective
affiliates or the Trustee accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuers or the Guarantor in
connection with the Programme.
This Base Prospectus contains industry and customer-related data as well as calculations taken from
industry reports, market research reports, publicly available information and commercial publications. It
is hereby confirmed that (a) to the extent that information reproduced herein derives from a third party,
such information has been accurately reproduced and (b) insofar as the Issuers are aware and are able to
ascertain from information derived from a third party, no facts have been omitted which would render
the information reproduced inaccurate or misleading.
Commercial publications generally state that the information they contain originates from sources
assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed,
and that the calculations contained therein are based on a series of assumptions. External data have not
been independently verified by the Issuers.
No person is or has been authorised by the Issuers, the Guarantor or the Trustee to give any information
or to make any representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantor, the Dealers or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
with any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuers, the Guarantor, any of the Dealers or the Trustee that any
recipient of this Base Prospectus or of any other information supplied in connection with the Programme
or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make
its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer and/or the Guarantor. Neither this Base Prospectus nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer or
invitation by or on behalf of the Issuers, the Guarantor, any of the Dealers or the Trustee to any person to
subscribe for or to purchase any Notes.

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Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuers and the Guarantor 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 and the Trustee expressly do not undertake to review the financial condition or
affairs of the Issuers or 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 documents incorporated by reference into this Base Prospectus when deciding whether or not
to purchase any Notes.

5

IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other currency)
may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive
to publish a prospectus. Any such offer is referred to as a Non-exempt Offer. This Base Prospectus has been
prepared on a basis that permits Non-exempt Offers of Notes. However, any person making or intending to
make a Non-exempt Offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State) may only do so if this Base Prospectus
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
published in accordance with the Prospectus Directive, provided that the Issuers have consented to the use of
this Base Prospectus in connection with such offer as provided under "Consent given in accordance with Article
3.2 of the Prospectus Directive (Retail Cascades)" and the conditions specified in or attached to that consent are
complied with by the person making the Non-exempt Offer of such Notes.
Save as provided above, none of the Issuers, the Guarantor and any Dealer have authorised, nor do they
authorise, the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for the
Issuers or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer of such Notes, the Issuers and the Guarantor accept responsibility, in the
jurisdictions to which the consent to use the Base Prospectus extends, for the content of this Base Prospectus
under Article 6 of the Prospectus Directive in relation to any person (an Investor) who acquires any Notes in a
Non-exempt Offer made by any person to whom the relevant Issuer has given consent to the use of this Base
Prospectus (an Authorised Offeror) in that connection, provided that the conditions attached to that consent are
complied with by the Authorised Offeror. The consent and conditions attached to it are set out under "Consent"
and "Common Conditions to Consent" below.
None of the Issuers, the Guarantor or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities law
requirements in relation to any Non-exempt Offer and none of the Issuers or any Dealer has any responsibility
or liability for the actions of that Authorised Offeror.
Save as provided below, none of the Issuers, the Guarantor and any Dealer has authorised the making of
any Non-exempt Offer by any offeror and the Issuers have not consented to the use of this Base
Prospectus by any other person in connection with any Non-exempt Offer of Notes. Any Non-exempt
Offer made without the consent of the relevant Issuer is unauthorised and none of the relevant Issuer,
and, if the Notes are Guaranteed Notes, the Guarantor and each and any Dealer accepts any
responsibility or liability for the actions of the persons making any such unauthorised offer. If, in the
context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the
Investor should check with that person whether anyone is responsible for this Base Prospectus for the purposes
of Article 6 of the Prospectus Directive in the context of the Non-Exempt Offer and, if so, who that person is. If
the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its
contents it should take legal advice.
Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
(a)
the relevant Issuer and, if the Notes are Guaranteed Notes, the Guarantor, each consent to the use of
this Base Prospectus (as supplemented as at the relevant time, if applicable) in connection with a Non-
exempt Offer of such Notes by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in the applicable Final
Terms; and

6

(ii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the Issuers' website (www.unicreditgroup.eu) and identified as an
Authorised Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", the
relevant Issuer and, if the Notes are Guaranteed Notes, the Guarantor, each hereby offer to grant their
consent to the use of this Base Prospectus (as supplemented as at the relevant time, if applicable) in
connection with a Non-exempt Offer of Notes by any financial intermediary which satisfies the
following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts such offer by publishing on its website the following statement (with the
information in square brackets completed with the relevant information) (the Acceptance
Statement):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes] (the
Notes) described in the Final Terms dated [insert date] (the Final Terms) published by [UniCredit
S.p.A./UniCredit Bank Ireland p.l.c./UniCredit International Bank (Luxembourg) S.A.] (the
Issuer)[and unconditionally and irrevocably guaranteed by UniCredit S.p.A. (the Guarantor)]. We
hereby accept the offer by the Issuer of its consent to our use of the Base Prospectus (as defined in the
Final Terms) in connection with the offer of the Notes in accordance with the Authorised Offeror
Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and we
are using the Base Prospectus accordingly."
The consent referred to above relates to Non-exempt offers occurring within 12 months from the date
of this Base Prospectus.
The Authorised Offeror Terms are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of the Issuers, the
Guarantor and the relevant Dealer that it will, at all times in connection with the relevant Non-
exempt Offer:
(I)
act in accordance with, and be solely responsible for complying with, all applicable
laws, rules, regulations and guidance of any applicable regulatory bodies (the Rules)
from time to time including, without limitation and in each case, Rules relating to
both the appropriateness or suitability of any investment in the Notes by any person
and disclosure to any potential Investor, and will immediately inform the relevant
Issuer, and if the Notes are Guaranteed Notes, the Guarantor, and the relevant Dealer
if at any time such financial intermediary becomes aware or suspects that it is or may
be in violation of any Rules and take all appropriate steps to remedy such violation
and comply with such Rules in all respects;
(II)
comply with the restrictions set out under "Subscription and Sale" in this Base
Prospectus which would apply as if it were a Dealer;
(III)
ensure that any fee (and any other commissions or benefits of any kind) received or
paid by that financial intermediary in relation to the offer or sale of the Notes does
not violate the Rules and, to the extent required by the Rules, is fully and clearly
disclosed to Investors or potential Investors;
(IV)
hold all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
(V)
comply with applicable anti-money laundering, anti-bribery, anti-corruption and
"know your client" Rules (including, without limitation, taking appropriate steps, in
compliance with such Rules, to establish and document the identity of each potential
Investor prior to initial investment in any Notes by the Investor), and will not permit

7

any application for Notes in circumstances where the financial intermediary has any
suspicions as to the source of the application monies;
(VI)
retain Investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the
relevant Dealer, the relevant Issuer and, if the Notes are Guaranteed Notes, the
Guarantor or directly to the appropriate authorities with jurisdiction over the relevant
Issuers, if the Notes are Guaranteed Notes, the Guarantor and/or the relevant Dealer
in order to enable the relevant Issuer, if the Notes are Guaranteed Notes, the
Guarantor and/or the relevant Dealer to comply with anti-money laundering, anti-
bribery, anti-corruption and "know your client" Rules applying to the relevant Issuer,
if the Notes are Guaranteed Notes, the Guarantor and/or the relevant Dealer;
(VII)
ensure that no holder of Notes or potential Investor in Notes shall become an indirect
or direct client of the relevant Issuer, if the Notes are Guaranteed Notes, the
Guarantor or the relevant Dealer for the purposes of any applicable Rules from time
to time, and to the extent that any client obligations are created by the relevant
financial intermediary under any applicable Rules, then such financial intermediary
shall perform any such obligations so arising;
(VIII) co-operate with the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor
and the relevant Dealer in providing such information (including, without limitation,
documents and records maintained pursuant to paragraph ((VI)) above) upon written
request from the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor or
the relevant Dealer as is available to such financial intermediary or which is within
its power and control from time to time, together with such further assistance as is
reasonably requested by the relevant Issuer, if the Notes are Guaranteed Notes, the
Guarantor or the relevant Dealer:
(i)
in connection with any request or investigation by any regulator in relation
to the Notes, the relevant Issuer, the if the Notes are Guaranteed Notes,
Guarantor or the relevant Dealer; and/or
(ii)
in connection with any complaints received by the relevant Issuer, if the
Notes are Guaranteed Notes, the Guarantor and/or the relevant Dealer
relating to the relevant Issuer, if the Notes are Guaranteed Notes, the
Guarantor and/or the relevant Dealer or another Authorised Offeror
including, without limitation, complaints as defined in rules published by
any regulator of competent jurisdiction from time to time; and/or
(iii)
which the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor
or the relevant Dealer may reasonably require from time to time in relation
to the Notes and/or as to allow the relevant Issuer, if the Notes are
Guaranteed Notes, the Guarantor or the relevant Dealer fully to comply with
its own legal, tax and regulatory requirements,
in each case, as soon as is reasonably practicable and, in any event, within any time
frame set by any such regulator or regulatory process;
(IX)
during the primary distribution period of the Notes: (i) only sell the Notes at the Issue
Price specified in the applicable Final Terms (unless otherwise agreed with the
relevant Dealer); (ii) only sell the Notes for settlement on the Issue Date specified in
the relevant Final Terms; (iii) not appoint any sub-distributors (unless otherwise
agreed with the relevant Dealer); (iv) not pay any fee or remuneration or
commissions or benefits to any third parties in relation to the offering or sale of the
Notes (unless otherwise agreed with the relevant Dealer); and (v) comply with such
other rules of conduct as may be reasonably required and specified by the relevant
Dealer;

8

(X)
either (i) obtain from each potential Investor an executed application for the Notes, or
(ii) keep a record of all requests such financial intermediary (x) makes for its
discretionary management clients, (y) receives from its advisory clients and (z)
receives from its execution-only clients, in each case prior to making any order for
the Notes on their behalf, and in each case maintain the same on its files for so long
as is required by any applicable Rules;
(XI)
ensure that it does not, directly or indirectly, cause the relevant Issuer, if the Notes
are Guaranteed Notes, the Guarantor or the relevant Dealer to breach any Rule or
subject the relevant Issuer, if the Notes are Guaranteed Notes, Guarantor or the
relevant Dealer to any requirement to obtain or make any filing, authorisation or
consent in any jurisdiction;
(XII)
comply with the conditions to the consent referred to under "Common conditions to
consent" below and any further requirements relevant to the Non-exempt Offer as
specified in the applicable Final Terms;
(XIII) make available to each potential Investor in the Notes the Base Prospectus (as
supplemented as at the relevant time, if applicable), the applicable Final Terms and
any applicable information booklet provided by the Issuer for such purpose, and not
convey or publish any information that is not contained in or entirely consistent with
the Base Prospectus; and
(XIV) if it conveys or publishes any communication (other than the Base Prospectus or any
other materials provided to such financial intermediary by or on behalf of the
relevant Issuer for the purposes of the relevant Non-exempt Offer) in connection with
the relevant Non-exempt Offer, it will ensure that such communication (A) is fair,
clear and not misleading and complies with the Rules, (B) states that such financial
intermediary has provided such communication independently of the relevant Issuer,
that such financial intermediary is solely responsible for such communication and
that none of the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor and
the relevant Dealer accepts any responsibility for such communication and (C) does
not, without the prior written consent of the relevant Issuer, if the Notes are
Guaranteed Notes, the Guarantor or the relevant Dealer (as applicable), use the legal
or publicity names of the relevant Issuer, if the Notes are Guaranteed Notes, the
Guarantor or the relevant Dealer or any other name, brand or logo registered by an
entity within their respective groups or any material over which any such entity
retains a proprietary interest, except to describe the relevant Issuer as issuer of the
relevant Notes and the Guarantor as the guarantor of the relevant Notes on the basis
set out in the Base Prospectus;
(B)
agrees and undertakes to indemnify each of the relevant Issuer, if the Notes are Guaranteed
Notes, the Guarantor and the relevant Dealer (in each case on behalf of such entity and its
respective directors, officers, employees, agents, affiliates and controlling persons) against any
losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable
costs of investigation and any defence raised thereto and counsel's fees and disbursements
associated with any such investigation or defence) which any of them may incur or which may
be made against any of them arising out of or in relation to, or in connection with, any breach
of any of the foregoing agreements, representations, warranties or undertakings by such
financial intermediary, including (without limitation) any unauthorised action by such
financial intermediary or failure by such financial intermediary to observe any of the above
restrictions or requirements or the making by such financial intermediary of any unauthorised
representation or the giving or use by it of any information which has not been authorised for
such purposes by the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor or the
relevant Dealer; and
(C)
agrees and accepts that:
(I)
the contract between the relevant Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the relevant Issuer's offer to use the Base

9

Prospectus with its consent in connection with the relevant Exempt Offer (the
Authorised Offeror Contract), and any non-contractual obligations arising out of or
in connection with the Authorised Offeror Contract, shall be governed by, and
construed in accordance with, English law;
(II)
subject to (IV) below, the English courts have exclusive jurisdiction to settle any
dispute arising out of or in connection with the Authorised Offeror Contract
(including any dispute relating to any non-contractual obligations arising out of or in
connection with the Authorised Offeror Contract) (a Dispute) and the relevant Issuer
and the financial intermediary submit to the exclusive jurisdiction of the English
courts;
(III)
for the purposes of (C)(II) and (IV), the relevant Issuer and the financial intermediary
waive any objection to the English courts on the grounds that they are an
inconvenient or inappropriate forum to settle any dispute;
(IV)
this paragraph (IV) is for the benefit of the relevant Issuer, if the Notes are
Guaranteed Notes, the Guarantor and each relevant Dealer. To the extent allowed by
law, the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor and each
relevant Dealer may, in respect of any Dispute or Disputes, take (i) proceedings in
any other court with jurisdiction; and (ii) concurrent proceedings in any number of
jurisdictions; and
(V)
the relevant Issuer, if the Notes are Guaranteed Notes, the Guarantor and each
relevant Dealer will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be
entitled to enforce those provisions of the Authorised Offeror Contract which are, or
are expressed to be, for their benefit, including the agreements, representations,
warranties, undertakings and indemnity given by the financial intermediary pursuant
to the Authorised Offeror Terms.
Any financial intermediary who is an Authorised Offeror falling within (b) above who
meets all of the conditions set out in (b) and the other conditions stated in "Common
Conditions to Consent" below and who wishes to use this Base Prospectus in connection
with a Non-exempt Offer is required, for the duration of the relevant Offer Period, to
publish on its website the Acceptance Statement (duly completed) specified at paragraph
(b)(ii) above.
Common Conditions to Consent
The conditions to the relevant Issuer's, and if the Notes are Guaranteed Notes, the Guarantor's consent are (in
addition to the conditions described in paragraph (b) above if Part B of the applicable Final Terms specifies
"General Consent" as "Applicable") that such consent:
(i)
is only valid during the Offer Period specified in the applicable Final Terms;
(ii)
only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche of
Notes in the Republic of Italy, Ireland, Luxembourg, the Federal Republic of Germany and Austria as
specified in the applicable Final Terms; and
(iii)
the consent is subject to any other conditions set out in Part B of the applicable Final Terms.
Each Tranche of Notes may only be offered to Investors as part of a Non-exempt Offer in each Relevant
Member States specified in the applicable Final Terms, or otherwise in circumstances in which no obligation
arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A NON-EXEMPT
OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN

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