Bond Vodafone Group Ltd 5.35% ( XS1569814863 ) in USD

Vodafone Group Ltd

100 % ⇌

United Kingdom

XS1569814863 ( in USD )

5.35% per year ( payment 1 time a year)

09/03/2047

Prospectus brochure of the bond Vodafone Group PLC XS1569814863 en USD 5.35%, maturity 09/03/2047

250 000 USD

370 000 000 USD

09/03/2026 ( In 29 days )

Vodafone Group Plc is a British multinational telecommunications company headquartered in London, providing mobile and fixed-line telephony, broadband, and digital television services in many countries across Europe, Africa, Asia, and Oceania.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code XS1569814863, pays a coupon of 5.35% per year.
The coupons are paid 1 time per year and the Bond maturity is 09/03/2047

LISTING PARTICULARS

Vodafone Group Plc
(incorporated with limited liability in England and Wales)

Listing of

1,750,000,000 1.000 per cent. Callable Notes due 11 September 2020 (XS1109802303)
750,000,000 0.875 per cent. Notes due 17 November 2020 (XS1323028479)
USD60,000,000 Floating Rate Notes due March 2021 (XS1386298563)
1,250,000,000 1.250 per cent. Notes due 25 August 2021 (XS1372838240)
1,000,000,000 0.375 per cent. Notes due 22 November 2021 (XS1574681620)
1,250,000,000 4.650 per cent. Notes due 20 January 2022 (XS0479869744)
500,000,000 5.375 per cent. Notes due 6 June 2022 (XS0304458051)
1,250,000,000 1.750 per cent. Notes due 25 August 2023 (XS1372838679)
750,000,000 0.500 per cent. Notes due 30 January 2024 (XS1499604905)
1,000,000,000 1.875 per cent. Callable Notes due 11 September 2025 (XS1109802568)
1,000,000,000 1.125 per cent. Notes due 20 November 2025 (XS1721423462)
NOK850,000,000 3.215 per cent. Notes due 27 November 2025 (XS1325859897)
£250,000,000 5.625 per cent. Notes due 4 December 2025 (XS0181816652)
1,750,000,000 2.200 per cent. Notes due 25 August 2026 (XS1372839214)
750,000,000 0.900 per cent. Notes due 24 November 2026 (XS2002017361)
NOK850,000,000 3.115 per cent. Notes due 1 March 2027 (XS1572749023)
HKD455,000,000 2.850 per cent. Notes due 28 June 2027 (XS1634541574)
NOK500,000,000 2.925 per cent. Notes due 6 July 2027 (XS1643462002)
500,000,000 1.500 per cent. Notes due 24 July 2027 (XS1652855815)
HKD1,115,000,000 2.640 per cent. Notes due 13 September 2027 (XS1684379602)
186,350,000 Zero Coupon Notes due 1 December 2028 (XS0401837280)
750,000,000 1.875 per cent. Notes due 20 November 2029 (XS1721422068)
1,000,000,000 1.625 per cent. Notes due 24 November 2030 (XS2002018500)
1,000,000,000 1.600 per cent. Notes due 29 July 2031 (XS1463101680)
HKD550,000,000 3.020 per cent. Notes due 16 June 2032 (XS1629149524)
£450,000,000 5.900 per cent. Notes 26 November 2032 (XS0158715713)
331,500,000 2.750 per cent. Notes due 1 December 2034 (XS1143270343)
JPY10,000,000,000 1.200 per cent. Notes due 10 July 2037 (XS1641105918)
750,000,000 2.875 per cent. Notes 20 November 2037 (XS1721422902)
750,000,000 2.500 per cent. Notes due 24 May 2039 (XS2002019060)
USD186,000,000 5.350 per cent. Notes due 3 December 2045 (XS1325769716)
USD45,000,000 4.600 per cent. Notes due 9 August 2046 (XS1463155348)
USD370,000,000 5.350 per cent. Notes due 9 March 2047 (XS1569814863)
£800,000,000 3.375 per cent. Notes due 8 August 2049 (XS1468494239)
£1,000,000,000 3.000 per cent. Notes due 12 August 2056 (XS1472483772)
USD1,300,000,000 Capital Securities due 3 October 2078 (XS1888180640)
500,000,000 Capital Securities due 3 October 2078 (XS1888179550)
£500,000,000 Capital Securities due 3 October 2078 (XS1888180996)
2,000,000,000 Capital Securities due 3 January 2079 (XS1888179477)
(each a "Series" and together, the "Notes")
These listing particulars (the "Listing Particulars") have been prepared in connection with the listing of each Series of Notes as listed above by
Vodafone Group Plc (the "Issuer") on the Irish Stock Exchange plc (trading as Euronext Dublin) ("Euronext Dublin").
Application has been made to Euronext Dublin for the approval of these Listing Particulars as a listing particulars and for the Notes to be admitted to
the Official List (the "Official List") and to trading on the Global Exchange Market of Euronext Dublin (the "GEM"), which is the exchange-regulated
market of Euronext Dublin. These Listing Particulars constitute listing particulars in respect of the admission of the Notes to the Official List and to
trading on the GEM. The GEM is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). Reference in these Listing
Particulars to Notes being "listed" shall mean that such Notes have been admitted to the Official List and to trading on the GEM.
The Notes have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"). The Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, United States persons (as defined in Regulation S of the
Securities Act) except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act.
The Issuer has a long term/short term debt rating of "Baa2"/"P-2" by Moody's Investors Service España S.A. ("Moody's"), "BBB+"/"A-2" by S&P Global
Ratings Europe Limited ("S&P") and "BBB+"/"F-2" by Fitch Ratings Ltd. ("Fitch"). Each of Moody's, S&P and Fitch is established in the European
Union and is registered under Regulation (EC) No. 1060/2009 (as amended, the "CRA Regulation"). In general, European regulated investors are
restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency
established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). An
investment in the Notes involves certain risks. For a discussion of such risks, see the section headed "Risk Factors" in these Listing
Particulars.

These Listing Particulars are dated 19 July 2019

The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of
the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case)
the information contained in these Listing Particulars is in accordance with the facts and does not omit
anything likely to affect the import of such information.
No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with these Listing Particulars or any other information supplied in
connection with the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer.
Neither these Listing Particulars nor any other information supplied in connection with the Notes (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer that any recipient of these Listing Particulars or any other information
supplied in connection with the Notes should purchase any Notes. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial and business condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither these Listing Particulars nor any other information supplied in connection with any Notes
constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase
any Notes. The Issuer makes no representation to any investor in the Notes regarding the legality of its
investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk
of an investment in the Notes for an indefinite period of time.
Neither the delivery of these Listing Particulars nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Notes is correct
as of any time subsequent to the date indicated in the document containing the same. Investors should
review all documents which are deemed to be incorporated by reference (see "Documents Incorporated
by Reference") when reading these Listing Particulars.
The Notes have not been and will not be registered under 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 pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In
connection with the original offering of each Series of Notes prior to the relevant issue date, such Notes
were offered and sold outside of the United States in reliance on Regulation S of the Securities Act. Notes
issued in bearer form may also be subject to U.S. tax law requirements.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive 2002/92/EC (as amended or superseded), 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 Directive 2003/71/EC (as amended or superseded).
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.
Each potential investor in any Notes must determine the suitability of the investment in light of its own
circumstances. In particular, each potential investor should:
ii

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference in these Listing Particulars;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where the currency for any payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Notes are complex financial instruments and such instruments would generally be purchased by
investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Notes unless it has the expertise
(either alone or with the help of a financial adviser) to evaluate how the Notes would generally perform
under changing conditions, the resulting effects on the value of such Notes and the impact that this
investment wil have on the potential investor's overall investment portfolio.
EACH PROSPECTIVE INVESTOR IS ADVISED TO CONSULT ITS OWN TAX ADVISER, LEGAL
ADVISER AND FINANCIAL ADVISER AS TO TAX, LEGAL, FINANCIAL AND RELATED MATTERS
CONCERNING THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES.
Except as described in these Listing Particulars, beneficial interests in the relevant Note in global form will
be presented through accounts of financial institutions acting on behalf of beneficial owners as direct and
indirect participants in Euroclear Bank SA/NV and Clearstream Banking S.A. Except as described in these
Listing Particulars, owners of beneficial interests in the relevant Note in global form will not be entitled to
have the relevant Notes registered in their names, will not receive or be entitled to receive physical delivery
of definitive Notes and will not be considered holders of the relevant Notes under such Notes or the relevant
Trust Deed.
The credit ratings assigned to the Notes may not reflect the potential impact of all risks related to structure,
market, additional factors discussed above, and other factors that may affect the value of the Notes. A
credit rating is not a recommendation to buy, sell or hold Notes and may be revised or withdrawn by the
rating agency at any time.
The investment activities of certain investors are subject to local investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for
various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
In these Listing Particulars, unless otherwise specified or the context otherwise requires, references to "£",
and "GBP" are to the lawful currency of the United Kingdom, to "euro" and "" are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
on the Functioning of the European Union, as amended, to "HKD" are to the lawful currency of the Hong
Kong Special Administrative Region of the People's Republic of China, to "JPY" are to the lawful currency
iii

of Japan, to "NOK" are to the lawful currency of the Kingdom of Norway, and to "USD" are to the lawful
currency of the United States of America.
In these Listing Particulars, references to websites or uniform resource locators ("URLs") are inactive
textual references. The contents of any such website or URL shall not form part of these Listing Particulars.
iv

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 1
RISK FACTORS .......................................................................................................................................... 5
DESCRIPTION OF THE ISSUER ............................................................................................................. 12
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 13
TAXATION ................................................................................................................................................ 15
GENERAL INFORMATION ....................................................................................................................... 17
v

DOCUMENTS INCORPORATED BY REFERENCE
The following documents (the "Documents Incorporated by Reference"), which have previously been
published and filed with Euronext Dublin, shall be incorporated in, and form part of, these Listing
Particulars:
(a)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31
March 2019, including the auditors' report thereon, as set out on pages 102-199, the section on
alternative performance measures, as set out on page 231-245, and the definitions section set out
on pages 250-252 of the Issuer's Annual Report for the year ended 31 March 2019;
(b)
the audited consolidated annual financial statements of the Issuer for the financial year ended 31
March 2018, including the auditors' report thereon, as set out on pages 93-177, the section on
alternative performance measures, as set out on pages 207-217, and the definitions section set out
on pages 222-224 of the Issuer's Annual Report for the year ended 31 March 2018;
(c)
the following sections of the prospectus of the Issuer's 30,000,000,000 Euro Medium Term Note
Programme dated 5 July 2019 (the "EMTN Prospectus"):
(i)
"Risk Factors" on pages 8 to 16;
(ii)
"Description of the Issuer" on pages 89 to 94; and
(iii)
"General Information Legal Proceedings" on pages 113 to 115;
(d)
the section entitled "Terms and Conditions of the Notes" of each of the following offering circulars
or base prospectuses:
(i)
pages 19-33 of the offering circular dated 6 June 2002 in connection with the Issuer's
12,000,000,000 Euro Medium Term Note Programme (the "2002 Conditions");
(ii)
pages 19-33 of the offering circular dated 6 June 2003 in connection with the Issuer's
15,000,000,000 Euro Medium Term Note Programme (the "2003 Conditions");
(iii)
pages 31-50 of the prospectus dated 19 July 2006 in connection with the Issuer's
25,000,000,000 Euro Medium Term Note Programme (the "2006 Conditions");
(iv)
pages 32-50 of the prospectus dated 14 July 2008 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "2008 Conditions");
(v)
pages 45-63 of the prospectus dated 10 July 2009 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "2009 Conditions");
(vi)
pages 38-63 of the prospectus dated 4 August 2014 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "2014 Conditions");
(vii)
pages 37-62 of the prospectus dated 4 August 2015 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "2015 Conditions");
(viii) pages 37-63 of the prospectus dated 12 January 2016 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "January 2016 Conditions");
(ix)
pages 35-61 of the prospectus dated 16 December 2016 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "December 2016 Conditions");
and
(x)
pages 47-76 of the prospectus dated 31 August 2018 in connection with the Issuer's
30,000,000,000 Euro Medium Term Note Programme (the "2018 Conditions");
1

(e)
the section entitled "Terms and Conditions of the NC5.25 Securities" and "Terms and Conditions of
the NC10 Securities" of the prospectus dated 1 October 2018 in connection with the issue of the
2,000,000,000 Capital Securities due 3 January 2079 and the 500,000,000 Capital Securities due
3 October 2078, respectively (the "NC5.25 Conditions" and the "NC10 Conditions", respectively);
(f)
the section entitled "Terms and Conditions of the Securities" of the prospectus dated 1 October
2018 in connection with the issue of the USD1,300,000,000 Capital Securities due 3 October 2078
(the "USD Capital Securities Conditions");
(g)
the section entitled "Terms and Conditions of the Securities" of the prospectus dated 1 October
2018 in connection with the issue of the £500,000,000 Capital Securities due 3 October 2078 (the
"GBP Capital Securities Conditions");
(h)
the following final terms with respect to each Series of Notes (except for the Capital Securities (as
defined below in the section "Risk Factors")):
(i)
in respect of the 1,750,000,000 1.000 per cent. Notes due 11 September 2020, the final
terms dated 10 September 2014 in connection with the Notes;
(ii)
in respect of the 750,000,000 0.875 per cent. Notes due 17 November 2020, the final terms
dated 16 November 2015 in connection with the Notes;
(iii)
in respect of the USD60,000,000 Floating Rate Notes due March 2021, the final terms dated
24 March 2016 in connection with the Notes;
(iv)
in respect of the 1,250,000,000 1.250 per cent. Notes due 25 August 2021, the final terms
dated 24 February 2016 in connection with the Notes;
(v)
in respect of the 1,000,000,000 0.375 per cent. Notes due 22 November 2021, the final
terms dated 2 March 2017 in connection with the Notes;
(vi)
in respect of the 1,250,000,000 4.65 per cent. Notes due 20 January 2022, the final terms
dated 18 January 2010 in connection with the Notes;
(vii)
in respect of the 500,000,000 5.375 per cent. Notes due 6 June 2022, the final terms dated
4 June 2007 in connection with the Notes;
(viii) in respect of the 1,250,000,000 1.750 per cent. Notes due 25 August 2023, the final terms
dated 24 February 2016 in connection with the Notes;
(ix)
in respect of the 750,000,000 0.500 per cent. Notes due 30 January 2024, the final terms
dated 29 September 2016 in connection with the Notes;
(x)
in respect of the 1,000,000,000 1.875 per cent. Notes due 11 September 2025, the final
terms dated 10 September 2014 in connection with the Notes;
(xi)
in respect of the 1,000,000,000 1.125 per cent. Notes due 20 November 2025, the final
terms dated 17 November 2017 in connection with the Notes;
(xii)
in respect of the NOK850,000,000 3.2150 per cent. Notes due 27 November 2025, the final
terms dated 23 November 2015 in connection with the Notes;
(xiii) in respect of the £250,000,000 5.625 per cent. Notes due 4 December 2025, the final terms
dated 3 December 2003 in connection with the Notes;
(xiv) in respect of the 1,750,000,000 2.200 per cent. Notes due 25 August 2026, the final terms
dated 24 February 2016 in connection with the Notes;
2

(xv)
in respect of the 750,000,000 0.900 per cent. Notes due 24 November 2026, the final terms
dated 22 May 2019 in connection with the Notes;
(xvi) in respect of the NOK850,000,000 3.115 per cent. Notes due 1 March 2027, the final terms
dated 27 February 2017 in connection with the Notes;
(xvii) in respect of the HKD455,000,000 2.85 per cent. Notes due 28 June 2027, the final terms
dated 26 June 2017 in connection with the Notes;
(xviii) in respect of the NOK500,000,000 2.925 per cent. Notes due 6 July 2027, the final terms
dated 5 July 2017 in connection with the Notes;
(xix) in respect of the 500,000,000 1.500 per cent. Notes due 24 July 2027, the final terms dated
21 July 2017 in connection with the Notes;
(xx)
in respect of the HKD1,115,000,000 2.64 per cent. Notes due 13 September 2027, the final
terms dated 14 September 2017 in connection with the Notes;
(xxi) in respect of the 186,350,000 Zero Coupon Notes due 1 December 2028, the final terms
dated 28 November 2008 in connection with the Notes;
(xxii) in respect of the 750,000,000 1.875 per cent. Notes due 20 November 2029, the final terms
dated 17 November 2017 in connection with the Notes;
(xxiii) in respect of the 1,000,000,000 1.625 per cent. Notes due 24 November 2030, the final
terms dated 22 May 2019 in connection with the Notes;
(xxiv) in respect of the 1,000,000,000 1.600 per cent. Notes due 29 July 2031, the final terms
dated 28 July 2016 in connection with the Notes;
(xxv) in respect of the HKD550,000,000 3.020 per cent. Notes due 16 June 2032, the final terms
dated 14 June 2017 in connection with the Notes;
(xxvi) in respect of the £450,000,000 5.90 per cent. Notes 26 November 2032, the final terms dated
21 November 2002 in connection with the Notes;
(xxvii) in respect of the 331,500,000 2.750 per cent. Notes due 1 December 2034, the final terms
dated 27 November 2014 in connection with the Notes;
(xxviii) in respect of the JPY10,000,000,000 1.200 per cent. Notes due 10 July 2037, the final terms
dated 7 July 2017 in connection with the Notes;
(xxix) in respect of the 750,000,000 2.875 per cent. Notes 20 November 2037, the final terms
dated 17 November 2017 in connection with the Notes;
(xxx) in respect of the 750,000,000 2.500 per cent. Notes due 24 May 2039, the final terms dated
22 May 2019 in connection with the Notes;
(xxxi) in respect of the USD186,000,000 5.35 per cent. Notes due 3 December 2045, the final terms
dated 19 November 2015 in connection with the Notes;
(xxxii) in respect of the USD45,000,000 4.600 per cent. Notes due 9 August 2046, the final terms
dated 4 August 2016 in connection with the Notes;
(xxxiii) in respect of the USD370,000,000 5.35 per cent. Notes due 9 March 2047, the final terms
dated 16 February 2017 in connection with the Notes;
(xxxiv) in respect of the £800,000,000 3.375 per cent. Notes due 8 August 2049, the final terms
dated 4 August 2016 in connection with the Notes; and
3

(xxxv) in respect of the £1,000,000,000 3.000 per cent. Notes due 12 August 2056, the final terms
dated 11 August 2016 in connection with the Notes,
save that any statement contained in a document which is incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of these Listing Particulars to the extent that a
statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of these Listing Particulars.
Any documents themselves incorporated by reference in the Documents Incorporated by Reference in
these Listing Particulars shall not form part of these Listing Particulars.
Any non-incorporated parts of a document referred to herein are either not relevant for an investor or are
otherwise covered elsewhere in these Listing Particulars.
Copies of Documents Incorporated by Reference in these Listing Particulars will be available for physical
inspection as described in the section headed "General Information Documents available for inspection"
below. They are also available for viewing on the website of the Regulatory News Service operated by the
London Stock Exchange at https://www.londonstockexchange.com/exchange/news/market-news/market-
news-home.html and/or at https://www.vodafone.com/content/index/investors.html.

4

RISK FACTORS
The Issuer believes that the risks described in the section entitled "Risk Factors" on pages 8 to 16 of the
EMTN Prospectus, which is incorporated by reference in these Listing Particulars (the "Risk Factors")
may affect its ability to fulfil its obligations under the Notes. All of these factors are contingencies which
may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
The Issuer believes that the factors described in the Risk Factors and those set out below represent the
principal risks inherent in investing in the Notes, but the Issuer may be unable to pay interest, principal or
other amounts on or in connection with the Notes for other reasons, and the Issuer does not represent that
the statements in the Risk Factors and those set out below are exhaustive. Prospective investors should
also read the detailed information set out elsewhere in these Listing Particulars (including any Documents
Incorporated by Reference) and reach their own views prior to making any investment decision.
Unless otherwise indicated, references in the "Risk Factors" section to "Notes" shall be to Notes of each
Series. Capitalised terms used herein have the meaning given to them in the relevant terms and conditions
of the Notes.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection
with the Notes
For the factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the
Notes, see the section entitled "Risk Factors Factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme" on pages 8 and 9 of the EMTN Prospectus, which
is incorporated by reference in these Listing Particulars. See "Documents Incorporated by Reference"
above.
Factors which are material for the purpose of assessing the market risks associated with
Notes issued under the Programme
For the factors which are material for the purpose of assessing the market risks associated with the Notes,
see the section entitled "Risk Factors Factors which are material for the purpose of assessing the market
risks associated with Notes issued under the Programme" on pages 9 to 16 of the EMTN Prospectus,
which is incorporated by reference in these Listing Particulars. See "Documents Incorporated by
Reference" above.
Factors which are material for the purpose of assessing other risks associated with
certain Notes
This section applies only to (i) the USD1,300,000,000 Capital Securities due 3 October 2078, (ii) the
500,000,000 Capital Securities due 3 October 2078, (i i) the £500,000,000 Capital Securities due 3
October 2078 and (iv) the 2,000,000,000 Capital Securities due 3 January 2079 (together, the "Capital
Securities").
The Capital Securities will be subject to optional redemption by the Issuer including upon the
occurrence of certain events
The Capital Securities of each Series will be redeemable, at the option of the Issuer, in whole but not in
part on (i) any date from (and including) the relevant First Call Date to (and including) the relevant First
Reset Date or (ii) any Interest Payment Date thereafter at their principal amount together with any accrued
and unpaid interest up to (but excluding) the redemption date and any outstanding Arrears of Interest. In
addition, upon the occurrence of an Accounting Event, an Acquisition Event, a Capital Event, a Change of
5