Obbligazione KFWB 0.625% ( US500769JJ42 ) in USD

Emittente KFWB
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Germania
Codice isin  US500769JJ42 ( in USD )
Tasso d'interesse 0.625% per anno ( pagato 2 volte l'anno)
Scadenza 22/01/2026



Prospetto opuscolo dell'obbligazione KFW US500769JJ42 en USD 0.625%, scadenza 22/01/2026


Importo minimo 1 000 USD
Importo totale 5 000 000 000 USD
Cusip 500769JJ4
Coupon successivo 22/07/2025 ( In 10 giorni )
Descrizione dettagliata La KfW, Kreditanstalt für Wiederaufbau, è una banca pubblica tedesca che fornisce finanziamenti per progetti di sviluppo in Germania e all'estero.

The Obbligazione issued by KFWB ( Germany ) , in USD, with the ISIN code US500769JJ42, pays a coupon of 0.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 22/01/2026







PRICING SUPPLEMENT
(To prospectus supplement dated July 30, 2020
and prospectus dated July 30, 2020)
9JAN201811055284
KfW, Frankfurt/Main, Federal Republic of Germany
$5,000,000,000
0.625% Global Notes due 2026
KfW, also known as Kreditanstalt f¨
ur Wiederaufbau, will pay interest on the notes in two equal
semi-annual installments in arrears on January 22 and July 22, commencing on July 22, 2021. The first
interest payment will be for interest accrued from, and including, January 20, 2021 to, but excluding,
July 22, 2021. The notes will mature on January 22, 2026. The notes will not be redeemable at any time
prior to maturity.
KfW will make payments with respect to the notes without deduction or withholding of taxes, unless
otherwise required by law. There will be no ``gross-up'' provision requiring additional payments to be made
in respect of the notes in the event of the imposition of a tax deduction or withholding.
Pursuant to the Law Concerning KfW, the notes will benefit from a statutory guarantee of the Federal
Republic of Germany.
The notes are governed by the laws of the Federal Republic of Germany and provide that the District
Court (Landgericht) in Frankfurt am Main is the exclusive jurisdiction in which an action or other legal
proceedings arising out of or in connection with the notes may be brought.
Application has been made to list the notes on the regulated market of the Luxembourg Stock
Exchange pursuant to Chapter 2 of Part III of the Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobili`
eres et portant mise en æuvre du r`
eglement (UE) 2017/1129 (the ``Luxembourg Prospectus Act'').
Per Note
Total
Price to public(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.985%
$4,999,250,000
Underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.125%
$
6,250,000
Proceeds to KfW(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.860%
$4,993,000,000
(1)
Plus accrued interest, if any, from, and including, January 20, 2021, if settlement occurs after that
date.
(2)
Before deduction of expenses payable by KfW.
The managers named in this pricing supplement are offering the notes subject to various conditions.
The managers will have the right to reject any order in whole or in part and to withdraw, cancel or modify
the offer without notice. It is expected that delivery of the notes will be made upon the instructions of the
managers through the facilities of The Depository Trust Company, New York, also known as DTC, as well
as through the facilities of other clearing systems that participate in DTC, including Clearstream Banking
S.A., also known as CBL, and Euroclear Bank SA/NV, also known as Euroclear, on or about January 20,
2021. The notes will be represented by one or more permanent global certificates and will not be
exchangeable for definitive certificates except in the limited circumstances described in the accompanying
prospectus supplement. The notes have been assigned a CUSIP number of 500769JJ4, an ISIN number of
US500769JJ42 and a common code of 228882518.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this pricing supplement, the accompanying prospectus
supplement or prospectus to which it relates is truthful or complete. Any representation to the contrary is a
criminal offense.
BMO Capital Markets
Citigroup
Morgan Stanley
Pricing Supplement dated January 14, 2021


TABLE OF CONTENTS
Page
Page
Incorporation by Reference . . . . . . . . . . .
PS-4
Notice by the Managers to Distributors
Use of Proceeds . . . . . . . . . . . . . . . . . . .
PS-4
regarding MiFID II Product
Terms of the Notes . . . . . . . . . . . . . . . . .
PS-5
Governance . . . . . . . . . . . . . . . . . . .
PS-10
General Provisions . . . . . . . . . . . . . . .
PS-5
Validity of the Notes . . . . . . . . . . . . . . . .
PS-11
Status . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
General Information . . . . . . . . . . . . . . . .
PS-12
Interest . . . . . . . . . . . . . . . . . . . . . . .
PS-5
Further Information . . . . . . . . . . . . . .
PS-12
Maturity; Repurchase . . . . . . . . . . . . .
PS-6
Documents Available . . . . . . . . . . . . . .
PS-12
Payments . . . . . . . . . . . . . . . . . . . . . .
PS-6
Issuer Legal Entity Identifier (LEI) . . .
PS-12
Taxes . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
Listing . . . . . . . . . . . . . . . . . . . . . . . .
PS-12
Termination for Default . . . . . . . . . . . .
PS-7
Additional Paying Agent . . . . . . . . . . .
PS-12
Registrar and Paying Agent . . . . . . . . .
PS-7
Securities Identification Numbers . . . . .
PS-12
Further Issues . . . . . . . . . . . . . . . . . . .
PS-7
Authorization . . . . . . . . . . . . . . . . . . .
PS-12
Notices . . . . . . . . . . . . . . . . . . . . . . . .
PS-8
Auditors . . . . . . . . . . . . . . . . . . . . . . .
PS-13
Governing Law; Jurisdiction;
Enforcement and Language . . . . . . .
PS-8
Interim Financial Statements . . . . . . . .
PS-13
Subscription and Sale . . . . . . . . . . . . . . .
PS-9
Material Change . . . . . . . . . . . . . . . . .
PS-13
Subscription Agreement . . . . . . . . . . .
PS-9
Litigation . . . . . . . . . . . . . . . . . . . . . .
PS-13
Certain Selling Restrictions . . . . . . . . .
PS-9
This pricing supplement should be read together with the accompanying prospectus supplement dated
July 30, 2020 setting forth information relating to U.S. dollar-denominated global notes, the accompanying
prospectus dated July 30, 2020, and the documents incorporated herein by reference. See ``Incorporation
by Reference'' in this pricing supplement. These documents taken together are herein referred to as the
``disclosure document.'' The documents incorporated herein by reference contain information regarding
KfW, the Federal Republic of Germany and other matters. Further information concerning KfW and the
notes offered hereby may be found in the registration statement (Registration Statement No. 333-238461)
filed with the U.S. Securities and Exchange Commission (the ``SEC'') under the Securities Act of 1933
relating to our debt securities described in the prospectus.
If the information in this pricing supplement differs from the information contained in the
accompanying prospectus supplement or prospectus, you should rely on the information in this pricing
supplement.
The disclosure document fulfills the requirements for an alleviated prospectus pursuant to Chapter 2
of Part III of the Luxembourg Prospectus Act. It does not constitute a prospectus pursuant to Part II of the
Luxembourg Prospectus Act. Accordingly, the disclosure document does not purport to meet the format
and the disclosure requirements of the Prospectus Regulation (EU) 2017/1129 (the ``Prospectus
Regulation''), and it has not been, and will not be, submitted for approval to any competent authority
within the meaning of the Prospectus Regulation. The notes issued pursuant to the disclosure document
will therefore not qualify for the benefit of the passporting regime pursuant to the Prospectus Regulation.
PS-2


The Luxembourg Stock Exchange takes no responsibility for the content of the disclosure document,
makes no representations as to its accuracy or completeness and expressly disclaims any liability for any
loss arising from or in reliance upon the whole or any part of the contents of the disclosure document. KfW
accepts full responsibility for the accuracy of the information contained in the disclosure document, and
confirms, having made all reasonable inquiries, that to the best of its knowledge and belief there are no
other facts the omission of which would make any statement herein misleading in any material respect.
You should rely only on the information provided in the disclosure document. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in
any jurisdiction where such offer is not permitted. You should not assume that the information contained
in the disclosure document is accurate as of any date other than the date on the front of each document
forming part of the disclosure document or, with respect to information incorporated by reference, as of
the date of such information.
References herein to ``euro'' or ``A'' are to the single European currency adopted by certain
participating member countries of the European Union, including the Federal Republic of Germany, as of
January 1, 1999. References to ``U.S. dollars'' or ``$'' are to United States dollars.
The euro foreign exchange reference rate as published by the European Central Bank on January 13,
2021 was A1.00 = $1.2166.
References herein to ``we'' or ``us'' or similar expressions are to KfW. References to ``KfW
Bankengruppe'' or ``group'' are to KfW and its consolidated subsidiaries.
In connection with this offering of notes, Citigroup Global Markets Europe AG or any person acting for
it 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, stabilization may not necessarily occur. Any
stabilization action may begin at any time after the adequate public disclosure of the final terms of the offer
of the notes and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
closing date and 60 days after the date of the allotment of the notes. Any stabilization action or
over-allotment must be conducted by Citigroup Global Markets Europe AG or any person acting for it in
accordance with all applicable laws and regulations.
PS-3


INCORPORATION BY REFERENCE
The SEC and the Luxembourg Stock Exchange allow us to ``incorporate by reference'' into this pricing
supplement and the accompanying prospectus supplement and prospectus the information in documents
that we file with them, which means that we can disclose important information to you by referring to those
documents. The information incorporated by reference is an important part of the information provided to
you, and information that we file later with the SEC and the Luxembourg Stock Exchange, in each case to
the extent it stipulates that it is to be incorporated by reference, will automatically update and supersede
this information. We incorporate by reference the documents and any amendments to them filed with the
SEC and the Luxembourg Stock Exchange until completion of this offering. For a list, see ``Where You
Can Find More Information'' in the accompanying prospectus.
We will provide, without charge, to each person to whom a copy of this pricing supplement has been
delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated
herein by reference unless such documents have been modified or superseded as specified above. Requests for
such documents should be directed to KfW at its office at Palmengartenstraße 5-9, D-60325 Frankfurt am
Main. See ``General Information--Further Information'' in this pricing supplement. You may also request a
copy of these filings at no cost by writing to The Bank of New York Mellon, 240 Greenwich Street, New York,
New York 10286, United States.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $4,993,000,000.00
(after deducting underwriting commissions). The net proceeds from the sale of the notes will be used by us
in our general business.
PS-4


TERMS OF THE NOTES
The following description of the particular terms and conditions of the notes offered hereby (referred to as
the ``notes'' in this pricing supplement and the accompanying prospectus supplement and as the ``securities'' in
the accompanying prospectus) supplements, and to the extent inconsistent therewith replaces, the description of
the general terms and conditions of notes set forth in the accompanying prospectus supplement and prospectus,
to which description reference is hereby made. The description of the terms and conditions below (with the
exception of certain explanatory text designated by italics) is substantially the same as the legally binding English
language text thereof and is qualified in its entirety by reference thereto. A copy of the form of the terms and
conditions has been filed with the SEC as an exhibit to the registration statement.
General Provisions
Aggregate Principal Amount and Denomination.
The notes will be issued in the aggregate principal
amount of five billion U.S. dollars ($5,000,000,000), divided into five million notes in the denomination of
$1,000 each, which will rank equally among themselves.
Global Certificates, Notes and Form.
The notes will be represented by one or more permanent global
certificates without interest coupons (the ``global certificates''). The global certificates will be kept in
custody by The Bank of New York Mellon, New York, also known as BNY Mellon, or any successor, as
custodian for DTC until all of our obligations under the notes have been satisfied. The global certificates
will be issued in registered form in the name of Cede & Co., as nominee of DTC, also known as the
registered holder, recorded in a register kept by the registrar (as defined under ``--Registrar and Paying
Agent'') and represent the notes credited to accounts maintained with DTC by financial institutions that
are participants in DTC. Each person ultimately holding a note is referred to herein as a ``noteholder.''
Each global certificate will be manually signed by two of our authorized representatives and manually
authenticated by or on behalf of the registrar. Copies of the global certificates will be available free of
charge at the paying agent (as defined under ``--Registrar and Paying Agent''). Definitive certificates and
interest coupons for individual notes will not be issued, unless DTC is unable or unwilling to continue
providing its services and a successor securities depository is not obtained. In such a case, a noteholder may
request the issue of definitive certificates representing its individual notes and corresponding interest
coupons (see ``Clearing and Settlement--The Clearing Systems--DTC'' in the accompanying prospectus
supplement).
Transfer.
The notes may be transferred through DTC or its participants. Transfers of notes will
require appropriate entries in securities accounts as described in further detail under ``Clearing and
Settlement--Transfers'' in the accompanying prospectus supplement.
Status
The notes will constitute unsecured and unsubordinated obligations of KfW and will rank equally with
all of our other present and future unsecured and unsubordinated obligations, but subject to any applicable
mandatory statutory exceptions.
Interest
Interest Rate and Due Dates.
The notes will bear interest at the rate of 0.625% per year as from
January 20, 2021. The notes will cease to bear interest upon the end of the day preceding the day on which
they become due for redemption. Interest will be payable, subject to the last two sentences of this
subsection, in two equal semi-annual installments in arrears on January 22 and July 22. The first interest
payment, which will be for the period commencing on January 20,2021 (inclusive) and ending on July 22,
2021 (exclusive), will be due on July 22, 2021. The interest amount for this period will total $15,798,611.11
for the aggregate principal amount of $5,000,000,000.
PS-5


Late Payment.
Should we fail to redeem the notes on the due date therefor, interest on the notes
will, subject to the provisions with respect to business days (as defined under ``--Payments--Business
Days'' in this pricing supplement), accrue beyond the due date until actual redemption of the notes at the
default rate of interest established by law. Under German law, the default rate is five percentage points above
the base rate of interest announced by the German Federal Bank effective as of January 1 and July 1 in each
year. On December 29, 2020, the German Federal Bank announced a base rate of -0.88% per annum, making
the default rate for the first half of 2021 4.12%.
Accrued Interest.
If it is necessary to compute interest for a period of other than a full year
(``Calculation Period''), interest will be calculated on the basis of a 360-day year consisting of twelve 30-day
months (unless (A) the last day of the Calculation Period is the 31st day of a month and the first day of the
Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that
includes that last day shall not be considered to be shortened to a 30-day month, or (B) the last day of the
Calculation Period is the last day of the month of February, in which case the month of February shall not
be considered to be lengthened to a 30-day month).
Maturity; Repurchase
Maturity.
The notes will be redeemed at their aggregate principal amount on January 22, 2026.
Subject to the provisions with respect to termination for default set forth under ``--Termination for
Default'' in this pricing supplement, neither will we be entitled to redeem, nor will any noteholder be
entitled to demand the repayment of the notes prior to their stated maturity.
Repurchase.
We may at any time purchase and resell notes in the open market or otherwise at any
price. Notes so purchased and not resold by us may, at our option, be held or surrendered to the paying
agent for cancellation.
Payments
Payments.
Payments of principal of, and interest on, the notes will be made in U.S. dollars on the
relevant payment date (see ``--Payment Date and Due Date'' below) to, or to the order of, the registered
holder registered at the close of business on the relevant record date (see ``--Record Date'' below) in the
register kept by the registrar. The funds will be distributed through the relevant DTC participants (see
``Clearing and Settlement--Certification and Custody'' in the accompanying prospectus supplement) to
the noteholders as of the relevant record date.
All payments made by or on behalf of us to, or to the order of, the registered holder at the close of
business on the relevant record date in the register will discharge our liability under the notes to the extent
of the sums so paid.
Record Date.
The record date for purposes of payments of principal and interest (see ``--Payments''
above) will be, in respect of each such payment, the tenth New York business day prior to the relevant
payment date.
Business Days.
If any due date for payment of principal or interest to, or to the order of, the
registered holder is not a New York business day, such payment will not be made until the next day which is
a New York business day, and no further interest will be paid in respect of the delay in such payment. ``New
York business day'' means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law, regulation or executive order to close in
New York City.
PS-6


Payment Date and Due Date.
For the purposes of the terms and conditions of the notes, ``payment
date'' means the day on which the payment is actually to be made, where applicable as adjusted in
accordance with the preceding paragraph, and ``due date'' means the interest payment date or the maturity
date set forth above, without taking account of any such adjustment.
Taxes
All payments by us in respect of the notes will be made without deduction or withholding of taxes or
other duties, unless such deduction or withholding is required by law. In the event of such deduction or
withholding, we will not be required to pay any additional amounts in respect of the notes. There will be no
``gross-up'' provision requiring additional payments to be made in respect of the notes in the event of imposition
of deduction or withholding of taxes or other duties.
Termination for Default
Any noteholder may, at its option, through DTC, declare its notes due and demand repayment thereof
at their principal amount plus interest accrued to the date of repayment if we fail to pay any amount
payable under the notes within 30 days from the relevant due date. The right to declare notes due will
cease if we have made payment to, or to the order of, the registered holder before the noteholder has
exercised such right. Any notice declaring notes due will be made by means of a notice in text format
(Textform, e.g. email or fax) or in written form to be sent to us together with proof that such noteholder at
the time of such notice is a holder of the relevant notes by means of a certificate of the noteholder's
custodian as set forth under ``--Governing Law; Jurisdiction; Enforcement and Language--Enforcement''
in this pricing supplement. Definitive certificates and interest coupons for individual notes will not be issued in
the event of a default.
Registrar and Paying Agent
We will appoint The Bank of New York Mellon SA/NV, Luxembourg Branch as initial registrar (the
``registrar''), BNY Mellon as paying agent, and, to the extent required by law, The Bank of New York
Mellon acting through its Frankfurt branch (``BNY Mellon Frankfurt'') as additional paying agent
(BNY Mellon and, if applicable, BNY Mellon Frankfurt in performing such function, the ``paying agent'').
We reserve the right at any time to vary or terminate the appointment of the registrar or any paying agent
or approve any change in the office through which they act (the ``specified office''), provided that there will
at all times be a registrar and a paying agent, and provided further that so long as the notes are listed on
any stock exchange (and the rules of such stock exchange so require), we will maintain a paying agent with
a specified office in the city in which such stock exchange is located. We will give notice of any change in
the registrar or the paying agent or in their specified offices by publication in the manner set forth under
``--Notices'' in this pricing supplement.
The registrar and the paying agent in such capacities are acting exclusively as our agents and do not
have any legal relationship of whatever nature with the registered holder or any noteholder and are not in
any event accountable to the registered holder or any noteholder.
Further Issues
We reserve the right, from time to time without the consent of the noteholders, to issue additional
notes, on terms identical in all respects to those set forth in the terms and conditions of the notes (except
that the date from which interest will accrue may vary), so that such additional notes will be consolidated
with, form a single issue with and increase the aggregate principal amount of, the notes. The term ``notes''
will, in the event of such increase, also include such additional notes.
PS-7


Notices
All notices regarding the notes will be published (a) in the Federal Republic of Germany in the
Federal Gazette (Bundesanzeiger) and, to the extent legally required, in addition thereto, in any other form
of media prescribed by law; and (b) in a leading daily newspaper printed in the English language and of
general circulation in New York City (expected to be The Wall Street Journal). Any notice will become
effective for all purposes on the third day following the date of its publication or, if published more than
once or on different dates, on the third day following the date of first publication.
Governing Law; Jurisdiction; Enforcement and Language
Governing Law.
The notes, both as to form and content, as well as our rights and duties and those of
the noteholders, will be governed by and will be construed in accordance with the laws of the Federal
Republic of Germany. Any disposition of the notes, including transfers and pledges, executed between
DTC participants, and between DTC itself and DTC participants, will be governed by the laws of the State
of New York.
Jurisdiction.
Any action or other legal proceedings arising out of or in connection with the notes may
exclusively be brought in the District Court (Landgericht) in Frankfurt am Main.
Enforcement.
Any noteholder may in any proceedings against us or to which the noteholder and we
are parties protect and enforce in its own name its rights arising under its notes on the basis of (a) a
certificate issued by its custodian (i) stating the full name and address of the noteholder, (ii) specifying a
principal amount of notes credited on the date of such statement to such noteholder's securities account
maintained with such custodian and (iii) confirming that the custodian has given a written notice to DTC
and the registrar containing the information pursuant to (i) and (ii) and bearing acknowledgments of DTC
and the relevant DTC participant and (b) copies of the global certificates certified as being true copies by a
duly authorized officer of DTC or the registrar. For purposes of the foregoing, ``custodian'' means any
bank or other financial institution of recognized standing authorized to engage in securities custody
business with which the noteholder maintains a securities account in respect of any notes and includes
DTC and its participants, including any other clearing system which participates in DTC.
Language.
The conditions are written in the English language and accompanied by a German
language translation. The English text will be controlling and binding. The German language translation is
provided for convenience only.
PS-8


SUBSCRIPTION AND SALE
Subscription Agreement
Bank of Montreal Europe plc, Citigroup Global Markets Europe AG and Morgan Stanley Europe SE
(collectively, the ``managers'') have agreed with us, severally and not jointly, pursuant to a subscription
agreement dated January 14, 2021 (the ``subscription agreement''), to subscribe and pay for the principal
amount of the notes set forth opposite their respective names below at 99.985% of their principal amount
less a combined commission of 0.125% of such principal amount.
Principal amount
Managers
of notes
Bank of Montreal Europe plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,667,000
Citigroup Global Markets Europe AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,667,000
Morgan Stanley Europe SE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,666,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,000,000,000
Under the terms and conditions of the subscription agreement, the managers are committed to take
and pay for all of the notes, if any are taken. The managers propose to offer the notes in part directly to the
public at the price to public set forth on the cover page of this pricing supplement and in part to dealers at
such price less a concession of 0.125%. After the initial public offering, the price to public may be changed.
We have agreed in the subscription agreement to indemnify the managers against certain liabilities,
including liabilities under the Securities Act of 1933. The managers have agreed to bear certain expenses
relating to the offering of the notes.
Certain Selling Restrictions
The notes may be offered for sale in those jurisdictions in the United States, Europe, Asia and
elsewhere where it is legal to make such offers. The selling restrictions applicable to the notes are set forth
under ``Subscription and Sale--Certain Selling Restrictions'' in the accompanying prospectus supplement,
except that the following disclosure supersedes the disclosure under ``European Economic Area and
United Kingdom'' and ``United Kingdom'' set forth therein:
European Economic Area.
The managers have represented and agreed that in relation to each
Relevant State they have not made and will not make an offer of the notes to the public in that Relevant
State, except that they may make an offer of the notes to the public in that Relevant State at any time in
any circumstances which do not require the publication by us of a prospectus pursuant to (i) Article 1(4) of
the Prospectus Regulation or (ii) any applicable national law of that Relevant State.
For the purposes of the above, the following expressions have the meanings specified below:
``offer of the notes to the public'' in relation to the notes in any Relevant State means the
communication in any form and by any means of sufficient information on the terms of the offer and the
notes to be offered so as to enable an investor to decide to purchase or subscribe the notes;
``Relevant State'' means each of the member states of the European Economic Area; and
``Prospectus Regulation'' means Regulation (EU) 2017/1129, as amended.
United Kingdom.
The managers have represented and agreed that they have not made and will not
make an offer of the notes to the public in the United Kingdom, except that they may make an offer of the
notes to the public in the United Kingdom at any time in any circumstances which do not require the
publication by us of a prospectus pursuant to Section 86 of the Financial Services and Markets Act 2000, as
PS-9


amended (the ``FSMA'') and that (a) they have only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the ``FSMA'') received by them in connection with the issue or
sale of such notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and (b) they
have complied and will comply with all applicable provisions of the FSMA with respect to anything done by
them in relation to the notes in, from or otherwise involving the United Kingdom.
For the purposes of the above, the following expressions have the meanings specified below:
``offer of the notes to the public'' in relation to the notes in the United Kingdom means the
communication in any form and by any means of sufficient information on the terms of the offer and the
notes to be offered so as to enable an investor to decide to purchase or subscribe the notes; and
``United Kingdom'' means the United Kingdom of Great Britain and Northern Ireland.
Notice by the Managers to Distributors regarding MiFID II Product Governance
The managers acting in their capacity as manufacturers of the notes in the meaning of Directive
2014/65/EU and implementing legislation (as amended, ``MiFID II'') hereby inform prospective
distributors for the purpose of the product governance rules under MiFID II that the target market
assessment made by the managers in respect of the notes in accordance with the product governance rules
under MiFID II has led the managers to the conclusion that: (i) the target market for the notes is eligible
counterparties, professional clients and retail clients each as defined in MiFID II; and (ii) all channels for
distribution of the notes are appropriate. Any distributor should take into consideration the target market
assessment of the managers; however, a distributor subject to MiFID II is responsible for undertaking its
own target market assessment in respect of the notes (by either adopting or refining the target market
assessment of the managers), determining appropriate distribution channels and performing the suitability
and appropriateness assessment with respect to each client.
PS-10