Obbligazione KFWB 1.25% ( US500769JR67 ) in USD

Emittente KFWB
Prezzo di mercato 99.87 USD  ▲ 
Paese  Germania
Codice isin  US500769JR67 ( in USD )
Tasso d'interesse 1.25% per anno ( pagato 2 volte l'anno)
Scadenza 30/01/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione KFW US500769JR67 in USD 1.25%, scaduta


Importo minimo /
Importo totale /
Cusip 500769JR6
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 US500769JR67, pays a coupon of 1.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/01/2025







PRICING SUPPLEMENT
(To prospectus supplement dated November 19, 2021
and prospectus dated November 19, 2021)
KfW, Frankfurt/Main, Federal Republic of Germany
$5,000,000,000
1.250% Global Notes due 2025
KfW, also known as Kreditanstalt für Wiederaufbau, will pay interest on the notes semi-annually in arrears on January 31 and
July 31, commencing on July 31, 2022. The first interest payment will be for interest accrued from, and including, January 19,
2022 to, but excluding, July 31, 2022. The notes will mature on January 31, 2025. 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 mobilières et portant mise en oeuvre du règlement
(UE) 2017/1129 (the "Luxembourg Prospectus Act").
Per Note
Total
Price to public(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.852%
$4,992,600,000
Underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.100%
$
5,000,000
Proceeds to KfW(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.752%
$4,987,600,000
(1) Plus accrued interest, if any, from, and including, January 19, 2022, 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 19,
2022. 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 500769JR6, an ISIN number of US500769JR67 and a common code of 243285771.
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.
BofA Securities
Citigroup
TD Securities
Pricing Supplement dated January 13, 2022


TABLE OF CONTENTS
Page
Page
Incorporation by Reference . . . . . . . . . . . . . . .
PS-4
Subscription and Sale . . . . . . . . . . . . . . . . . .
PS-9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
PS-4
Subscription Agreement . . . . . . . . . . . .
PS-9
Terms of the Notes . . . . . . . . . . . . . . . . . . . . .
PS-5
Certain Selling Restrictions . . . . . . . . . .
PS-9
General Provisions . . . . . . . . . . . . . . . . . .
PS-5
Notice by the Managers to Distributors
Status . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
Regarding Product Governance . . . . .
PS-10
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
Validity of the Notes . . . . . . . . . . . . . . . . . . .
PS-11
Maturity; Repurchase . . . . . . . . . . . . . . .
PS-6
General Information . . . . . . . . . . . . . . . . . . .
PS-12
Payments . . . . . . . . . . . . . . . . . . . . . . . . .
PS-6
Further Information . . . . . . . . . . . . . . . .
PS-12
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
Documents Available . . . . . . . . . . . . . .
PS-12
Termination for Default . . . . . . . . . . . . . .
PS-7
Issuer Legal Entity Identifier (LEI) . . . .
PS-12
Registrar and Paying Agent . . . . . . . . . . .
PS-7
Listing . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-12
Further Issues . . . . . . . . . . . . . . . . . . . . . .
PS-7
Additional Paying Agent . . . . . . . . . . . .
PS-12
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
Securities Identification Numbers . . . . .
PS-12
Governing Law; Jurisdiction;
Authorization . . . . . . . . . . . . . . . . . . . . .
PS-12
Enforcement and Language . . . . . . . . .
PS-8
Auditors . . . . . . . . . . . . . . . . . . . . . . . . .
PS-12
Interim Financial Statements . . . . . . . . .
PS-13
Material Change . . . . . . . . . . . . . . . . . .
PS-13
Litigation . . . . . . . . . . . . . . . . . . . . . . . .
PS-13
This pricing supplement should be read together with the accompanying prospectus supplement dated
November 19, 2021 setting forth information relating to U.S. dollar-denominated global notes, the accompanying
prospectus dated November 19, 2021, 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. 333-260756) 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.
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.
PS-2


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 "" 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 12, 2022
was 1.00 = $1.1370.
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, The Toronto-Dominion Bank 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 The Toronto-Dominion Bank 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 Citibank N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB, United Kingdom.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $4,987,600,000 (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
Citibank N.A., London Branch, also known as Citibank, 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 1.250% per year as from
January 19, 2022. 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,
semi-annually in arrears on January 31 and July 31. The first interest payment, which will be for the period
commencing on January 19, 2022 (inclusive) and ending on July 31, 2022 (exclusive), will be due on
July 31, 2022. The interest amount for this period will total $33,333,333.33 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 28, 2021, the German Federal Bank announced a base rate of -0.88% per annum, making the default
rate for the first half of 2022 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 31, 2025. 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.
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.
PS-6


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 Citibank as initial registrar (the "registrar") and as paying agent, and, to the extent required
by law, Citibank Europe Plc, Frankfurt Branch ("Citibank Europe") as additional paying agent (Citibank and, if
applicable, Citibank Europe 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.
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.
PS-7


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
BofA Securities Europe SA, Citigroup Global Markets Europe AG and The Toronto-Dominion Bank
(collectively, the "managers") have agreed with us, severally and not jointly, pursuant to a subscription
agreement dated January 13, 2022 (the "subscription agreement"), to subscribe and pay for the principal amount
of the notes set forth opposite their respective names below at 99.852% of their principal amount less a combined
commission of 0.100% of such principal amount.
Principal
amount
Managers
of notes
BofA Securities Europe SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,666,000
Citigroup Global Markets Europe AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,667,000
The Toronto-Dominion Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,666,667,000
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 0.100%. 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
PS-9


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 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 Product Governance
Notice by BofA Securities Europe SA and Citigroup Global Markets Europe AG to Distributors regarding
MiFID II Product Governance
BofA Securities Europe SA and Citigroup Global Markets Europe AG (the "EU Manufacturers") 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 EU Manufacturers in respect of
the notes in accordance with the product governance rules under MiFID II has led the EU Manufacturers 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 EU Manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either
adopting or refining the EU Manufacturers' target market assessment), determining appropriate distribution
channels and performing the suitability and appropriateness assessment with respect to each client.
Notice by The Toronto-Dominion Bank to Distributors regarding UK MiFIR Product Governance
The Toronto-Dominion Bank (the "UK Manufacturer"), acting in its capacity as manufacturer of the notes
for the purposes of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules"), hereby informs prospective distributors for the purpose of the UK MiFIR
Product Governance Rules that the target market assessment made by the UK Manufacturer in respect of the
notes in accordance with the UK MiFIR Product Governance Rules has led the UK Manufacturer to the
conclusion that: (i) the target market for the notes is eligible counterparties, professional clients and retail clients,
each as defined in Regulation 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the notes are appropriate. Any
distributor should take into consideration the target market assessment of the UK Manufacturer; however, a
distributor subject to UK MiFIR Product Governance Rules is responsible for undertaking its own target market
assessment in respect of the notes (by either adopting or refining the target market assessment of the UK
Manufacturer), determining appropriate distribution channels and performing the suitability and appropriateness
assessment with respect to each client.
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