Obligation Euro-Union 0% ( EU000A3KRJQ6 ) en EUR

Euro-Union

100 % ▲

Belgique

EU000A3KRJQ6 ( en EUR )

04/07/2029 - Obligation échue

Prospectus brochure de l'obligation European Union EU000A3KRJQ6 en EUR 0%, échue

1 000 EUR

8 137 000 000 EUR

L'Union européenne est une union politique et économique de 27 pays membres, principalement situés en Europe, qui coopèrent sur une large gamme de politiques, notamment le commerce, l'agriculture, la pêche, les transports, l'énergie, l'environnement, la justice, les affaires intérieures et la politique étrangère.

L'obligation européenne (ISIN : EU000A3KRJQ6), émise par l'Union européenne en Belgique pour un montant total de 8 137 000 000 EUR, à un taux d'intérêt de 0%, avec une taille minimale d'achat de 1 000 EUR et une maturité initialement fixée au 04/07/2029, a été remboursée à son échéance à 100% de sa valeur nominale.

EUROPEAN UNION (EU)
and
EUROPEAN ATOMIC ENERGY COMMUNITY (EURATOM)
Debt Issuance Programme

Under the Debt Issuance Programme described in this Offering Circular (the "Programme"), each of the
European Union (the "EU" or an "Issuer") and the European Atomic Energy Community ("Euratom" or an
"Issuer" and, together with the EU, the "Issuers"), subject to compliance with all relevant laws, regulations and
directives, may from time to time issue notes (the "Notes").
An application has been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to
be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List
of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange (Bourse de Luxembourg) is a regulated
market, within the meaning of the Markets in Financial Instruments Directive (Directive 2014/65/EU as amended,
"MiFID II"). References in this Offering Circular to Notes being "listed" (and all related references) shall mean
that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have
been admitted to the Official List of the Luxembourg Stock Exchange.
Each Tranche (as defined in "Issue of Notes" below) of Bearer Notes and Exchangeable Bearer Notes (as
defined in "Overview of the Programme -- Form of Notes" below) having an original maturity of more than one
year may be represented on issue by a temporary global note in bearer form (each a "temporary Global Note")
or a permanent global note in bearer form (each a "permanent Global Note") and each Tranche of Bearer Notes
or Exchangeable Bearer Notes having an original maturity of one year or less will initially be represented by a
Permanent Global Note. If the Global Notes are stated in the applicable Final Terms to be issued in new global
note ("NGN") form, the Global Notes wil be delivered on or prior to the original issue date of the relevant Tranche
to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream, Luxembourg"). Notes in registered form will be represented by registered
certificates (each a "Certificate") as described under "Overview of the Programme Form of Notes" below, one
Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series.
Registered Notes issued in global form wil be represented by registered global certificates ("Global
Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS") the Global
Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper
for Euroclear and Clearstream, Luxembourg.
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates
which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes
are described in "Summary of Provisions Relating to the Notes while in Global Form".
Interests in a Temporary Global Note will be exchangeable for interests in a permanent Global Note the date
falling 40 days after the issue date upon certification as to non-U.S. beneficial ownership (unless the applicable
Pricing Supplement indicates that such Global Note is issued in a transaction to which TEFRA C applies, in which
case no certification will be required) or (in the case of Exchangeable Bearer Notes) Certificates at any time after
the issue date. The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended, (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and are subject to U.S. tax law requirements. Subject to certain exceptions, the
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder) (see
"Plan of Distribution").
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated,
such rating will not necessarily be the same as the ratings applicable to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
Arranger
Crédit Agricole Corporate and Investment Bank

The date of this Offering Circular is 4 June 2021
1

IMPORTANT NOTICE
Each of the Issuers, having made all reasonable enquiries, confirms to the best of its knowledge and belief that (i)
this document contains all information with respect to it and the Notes which is material in the context of the issue
and offering of the Notes, (ii) the statements contained in this document relating to it are in every material
particular true and accurate and not misleading, (iii) there are no other facts in relation to it or the Notes the
omission of which would, in the context of the issue and offering of the Notes, make any statement in this
document misleading in any material respect and (iv) all reasonable enquiries have been made by it to ascertain
such facts and to verify the accuracy of all such information and statements. Each Issuer accepts responsibility
accordingly.
No person has been authorised to give any information or to make any representation, other than those
contained in this Offering Circular, in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuers or any of the
Dealers (as defined in "Overview of the Programme -- Dealers").
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of either Issuer since the date
hereof or the date upon which this document has been most recently amended or supplemented or that there has
been no adverse change in the affairs of either Issuer since the date hereof or the date upon which this document
has been most recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuers and the Dealers do not represent that this Offering Circular may be lawfully distributed, or that any
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, unless specifically indicated to the contrary in the applicable Pricing
Supplement, no action has been taken by the Issuers or the Dealers which is intended to permit a public offering
of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the
United Kingdom and Japan, see "Plan of Distribution".
The Arranger and the Dealers have not independently verified the information contained in this Offering Circular.
None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Offering Circular. This Offering
Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuers, the Arranger or the Dealers that any recipient of this Offering Circular
should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the
information contained in this Offering Circular and its purchase of Notes should be based upon such investigation
as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs
of either of the Issuers during the life of the arrangements contemplated by this Offering Circular nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or
the Arranger.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances.
Legal investment considerations may restrict certain investments. The investment activities of certain investors
are subject to legal investment laws and regulations, or review or regulation by certain authorities.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) acting as stabilisation
agent (the "Stabilisation Agent") (or persons acting on behalf of any Stabilisation Agent(s)) in the
applicable Pricing Supplement may over-allot 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, there is no
assurance that the Stabilisation Agent(s) (or persons acting on behalf of a Stabilisation Agent) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilisation Agent(s) (or
persons acting on behalf of any Stabilisation Agent(s)) in accordance with all applicable laws and rules.
Benchmarks Interest and/or other amounts payable under the Notes may be calculated by reference to an
index or reference rate. If any such index or reference rate constitutes a benchmark (a "Benchmark") for the
purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"), the Pricing Supplement will specify the
2

relevant Benchmark, the relevant administrator and indicate whether or not the administrator is included in the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register
of administrators and benchmarks) of the Benchmarks Regulation. The registration status of any administrator
under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the
Issuer does not intend to update any Pricing Supplement to reflect any change in the registration status of the
administrator.
MIFID II product governance / target market The Pricing Supplement in respect of any Notes issued other
than by the auction process will include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
UK MiFIR product governance / target market The Pricing Supplement in respect of any Notes issued other
than by the auction process will include a legend entitled "UK MiFIR Product Governance" which wil outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the UK MiFIR Product Governance Rules.
ISSUE OF NOTES
Notes will be issued by each Issuer on a continuous basis in series (each a "Series") having one or more issue
dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the
Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may
be issued in tranches (each a "Tranche") on different issue dates. The specific terms of each Tranche (which will
be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue
date, issue price, first payment of interest, the date from which interest starts to accrue and principal amount of
the Tranche, will be identical to the terms of other Tranches of the same Series) will be set forth in a pricing
supplement, or, as applicable, in any other simplified offering document to be used in relation to Notes issued
through an auction process, to this Offering Circular (a "Pricing Supplement"). Such pricing supplement or
simplified offering document will constitute final terms for the purpose of the Luxembourg law dated 16 July 2019
on Prospectuses for Securities.
This Offering Circular should be read and construed in conjunction with any applicable Pricing Supplement.
SUPPLEMENTAL OFFERING CIRCULAR
Each Issuer has given an undertaking to the Arranger and the Luxembourg Stock Exchange that, if at any time
during the duration of the Programme, there is a significant change affecting any matter contained in this Offering
Circular whose inclusion would reasonably be required by investors and their professional advisers, and would
reasonably be expected by them to be found in this Offering Circular, for the purpose of making an informed
assessment of the overall financial position of such Issuer and the rights attaching to the Notes, the Issuers shall
prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use
in connection with any subsequent offering of the Notes to be listed on the Luxembourg Stock Exchange or any
other stock exchange or otherwise and shall supply to each Dealer and the Luxembourg Stock Exchange such
number of copies of such supplement hereto as such Dealer and the rules of the Luxembourg Stock Exchange
may reasonably require.
3

TABLE OF CONTENTS
Page
Overview of the Programme ................................................................................................................... 5
Documents Incorporated by Reference .................................................................................................. 9
Pricing Supplement ............................................................................................................................... 10
Simplified Offering Document ............................................................................................................... 17
Terms and Conditions of the Notes ...................................................................................................... 18
Summary of Provisions relating to the Notes while in Global Form ...................................................... 34
Use of Proceeds .................................................................................................................................... 37
European Union .................................................................................................................................... 38
European Atomic Energy Community (EURATOM) ............................................................................. 41
Taxation in Luxembourg ........................................................................................................................ 42
Plan of Distribution ................................................................................................................................ 44
Auction Process .................................................................................................................................... 45
General Information .............................................................................................................................. 46

4

OVERVIEW OF THE PROGRAMME
The following overview is qualified in its entirety by the remainder of this Offering Circular.
Issuers:
European Union (the "EU") LEI529900FZRK8FGMPEOM08 and
European
Atomic
Energy
Community
(the "Euratom")
LEI529900GYEA9TQP9BA353 (each an "Issuer")
Description:
Continuously Offered Debt Issuance Programme (the "Programme")
Arranger:
Crédit Agricole Corporate and Investment Bank
Dealers:
Any member of the European Union primary dealer network in
accordance with Commission Decision (EU, Euratom) 2021/625. For
syndicated transactions and private placements, the Issuers may from
time to time appoint one or more dealers in respect of a Tranche of
Notes. References in this Offering Circular to "Dealer" or "Dealers" are to
all persons appointed as a dealer in respect of one or more Tranches.
Fiscal Agent:
BNP Paribas Securities Services, Luxembourg Branch
Registrar:
BNP Paribas Securities Services, Luxembourg Branch
Currencies:
Subject to any applicable legal or regulatory restrictions, the Notes may
be issued in any currency agreed between the relevant Issuer and the
relevant Dealer.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the
relevant Dealer, subject to such minimum or maximum maturities as may
be allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant
Issuer or the relevant Specified Currency.
Short term funding
For the avoidance of doubt, the Issuer may issue from time to time under
the Programme notes with a fixed maturity of one year or less and may
also engage in money market instruments.
Denomination:
Notes will be issued in such denominations as may be agreed between
the relevant Issuer and the relevant Dealer (which may be for the
avoidance of doubt, from one euro (EUR 1)), save that the minimum
denomination of each Note will be such as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Specified Currency.
Method of Issue:
The Notes will be issued (i) on a syndicated or non-syndicated basis or
(ii) by means of auction. The Notes will be issued in one or more Series
(which may be issued on the same date or which may be issued in more
than one Tranche on different dates). The Notes may be issued in
Tranches on a continuous basis with no minimum issue size. Further
Notes may be issued as part of an existing Series.
NextGenerationEU (NGEU):
In
the context of
the
response
to
the
COVID-19 crisis,
NextGenerationEU ("NGEU") has been adopted to finance recovery
initiatives, while facilitating the green and digital transition of the
European Union economy. Pursuant to Article 5(1) of Decision (EU,
Euratom) 2020/2053, the Commission is empowered to borrow
temporarily up to EUR 750 000 million in 2018 prices on capital markets
on behalf of the European Union. Pursuant to Article 2(1) of Council
Regulation (EU) 2020/2094, these amounts are to finance the European
Union Recovery Instrument that will support the recovery in the
aftermath of the COVID-19 crisis. The measures financed by the
European Union Recovery Instrument under Article 1 of Regulation (EU)
2020/2094 will be implemented under numerous European Union
spending programmes. The largest part of financing will be provided
through the Recovery and Resilience Facility ("RRF") established by
Regulation (EU) 2021/241, in the form of non-repayable financial support
and loan support to Member States. "NGEU programme" means any
programme financed under Article 2(2) of Regulation (EU) 2020/2094, in
so far as it implements measures referred to in Article 1(2) of that
Regulation.
5

Social Bond Framework:
Social Bond Framework should be as described in the "EU SURE
Social Bond Framework" dated 7 October 2020, and which can be
found
at
https://ec.europa.eu/info/sites/default/files/about_the_european_commis
sion/eu_budget/eu_sure_social_bond_framework.pdf.
Green Bond Framework:
As part of the NGEU Programmes, the relevant Issuer intends to issue
green bonds. The Green Bond Framework will be based on the four
pillars enshrined in the Green Bond Principles of the International Capital
Markets Association. The Issuer's Green Bond Framework will be
specified in the relevant Pricing Supplement.
Clearing Systems:
In relation to any Tranche, Euroclear and Clearstream, Luxembourg,
and/or such other clearing system as may be agreed between the
relevant Issuer, the Fiscal Agent and the relevant Dealer.
Form of Notes:
The Notes may be issued in bearer form only ("Bearer Notes"), in
bearer form exchangeable for Registered Notes ("Exchangeable Bearer
Notes") or in registered form only ("Registered Notes"). Notes issued in
bearer form may also be issued in NGN form.
Each Tranche of Bearer Notes and Exchangeable Bearer Notes having
an original maturity of more than one year may be represented on issue
by a temporary Global Note and each Tranche of Bearer Notes or
Exchangeable Bearer Notes having an original maturity of one year or
less will initially be represented by a Permanent Global Note which, in
each case, will: (i) if the Global Notes are intended to be issued in NGN
form, as stated in the applicable Pricing Supplement, be delivered on or
prior to the original issue date of the Tranche to a Common Safekeeper
for Euroclear and Clearstream, Luxembourg; and (ii) if the Global Notes
are not intended to be issued in NGN form be deposited (a) in the case
of a Tranche intended to be cleared through Euroclear and Clearstream,
Luxembourg, on the issue date with a common depositary on behalf of
Euroclear and Clearstream, Luxembourg and (b) in the case of a
Tranche intended to be cleared through any clearing system other than
Euroclear and Clearstream, Luxembourg or delivered outside a clearing
system, as agreed between the relevant Issuer, the Fiscal Agent and the
relevant Dealer. No interest will be payable in respect of a Temporary
Global Note except as described under "Summary of Provisions
Relating to the Notes while in Global Form". Interests in Temporary
Global Notes will be exchangeable for interests in permanent Global
Notes or, if so stated in the applicable Pricing Supplement, for definitive
Bearer Notes after the date falling 40 days after the issue date upon
certification as to non-U.S. beneficial ownership (unless the applicable
Pricing Supplement indicates that such Global Note is issued in a
transaction to which TEFRA C applies, in which case no certification will
be required) or (in the case of Exchangeable Bearer Notes) Certificates
at any time after the issue date. Interests in permanent Global Notes will
be exchangeable for definitive Bearer Notes or (in the case of
Exchangeable Bearer Notes) Certificates as described under "Summary
of Provisions Relating to the Notes while in Global Form".
Registered Notes will be represented by Certificates, one Certificate
being issued in respect of each Noteholder's entire holding of Registered
Notes of one Series (subject to the provisions of the Agency Agreement
(as defined in "Terms and Conditions of the Notes" below)).
Registered Notes which are held in one or more clearing systems will be
registered in the name of nominees or a common nominee (if the
Registered Notes are not held under the New Safekeeping Structure
"NSS") for such clearing systems or in the name of a nominee of a
common safekeeper (if the Registered Notes are to be held under the
NSS) for Euroclear and Clearstream, Luxembourg, and the relative
Certificate(s) will be delivered to the appropriate depositary or a common
depositary or common safekeeper for Euroclear and Clearstream,
Luxembourg, as the case may be. References in this Offering Circular to
"Global Certificates" are to Certificates issued in respect of Registered
Notes which are registered in the name of a nominee(s) for one or more
clearing systems or in the name of a nominee of the common
safekeeper, as specified in the applicable Pricing Supplement.
6

Issue Price:
Notes may be issued at their principal amount or at a discount or
premium to their principal amount. Partly-paid Notes may be issued, the
Issue Price of which will be payable in two or more instalments.
Fixed Interest Rate Notes:
Fixed interest will be payable in arrears on the date or dates in each year
specified in the applicable Pricing Supplement.
Floating Rate Notes:
Floating Rate Notes will bear interest set separately for each Series by
reference to any benchmark as may be specified in the applicable
Pricing Supplement as adjusted for any applicable margin. Interest
periods will be specified in the applicable Pricing Supplement.
Benchmark Discontinuation:
On the occurrence of a Benchmark Event, the relevant Issuer may
(subject to certain conditions and following consultation with an
Independent Adviser) determine a Successor Rate, failing which an
Alternative Rate and, in either case, an Adjustment Spread, if any, and
any Benchmark Amendments in accordance with Condition 4(d).
Zero Coupon Notes:
Zero Coupon Notes may be issued at their principal amount or at a
discount or premium to it and will not bear interest other than in the case
of late payment.
Variable Coupon Amount Notes:
The Pricing Supplement issued in respect of each issue of variable
coupon amount Notes will specify the basis for calculating the amounts
of interest payable, which may be by reference to an index or formula or
as otherwise provided in the applicable Pricing Supplement.
Interest Periods and Interest
The length of the interest periods for the Notes and the applicable
Rates:
interest rate or its method of calculation may differ from time to time or
be constant for any Series. Notes may have a maximum interest rate, a
minimum interest rate, or both. The use of interest accrual periods
permits the Notes to bear interest at different rates in the same interest
period. All such information will be set out in the applicable Pricing
Supplement.
Variable Redemption Amount
The Pricing Supplement issued in respect of each issue of variable
Notes:
redemption amount Notes will specify the basis for calculating the
redemption amounts payable, which may be by reference to an index or
formula or as otherwise provided in the applicable Pricing Supplement.
Redemption by Instalments:
The Pricing Supplement issued in respect of each issue of Notes which
are redeemable in two or more instalments will set out the dates on
which, and the amounts in which, such Notes may be redeemed.
Optional Redemption:
The Pricing Supplement issued in respect of each issue of Notes will
state whether such Notes may be redeemed prior to their stated maturity
at the option of the relevant Issuer (either in whole or in part) and/or the
holders and, if so, the terms applicable to such redemption.
Status of Notes:
The Notes will constitute unsecured, direct, unconditional and general
obligations of the relevant Issuer all as described in "Terms and
Conditions of the Notes -- Status".
Negative Pledge:
The terms of the Notes will not contain a negative pledge provision.
Withholding Tax:
All payments under the Notes are subject in all cases to any applicable
fiscal or other laws, regulations and directives. No grossing-up
provisions will apply in the event of any withholding or deduction from
such payments.
Consolidation:
Notes of one Series issued by a relevant Issuer may be consolidated
with those of another Series issued by such Issuer, all as described in
"Terms and Conditions of the Notes -- Further Issues and
Consolidation".
Governing Law:
The Notes and any non-contractual obligations arising out of or in
connection with the Notes will be governed by, and shall be construed in
accordance with, Luxembourg law.
Jurisdiction:
See "Terms and Conditions of the Notes -- Governing Law and
Jurisdiction".
Listing:
Notes issued under the Programme may be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the
7

Official List of the Luxembourg Stock Exchange. As specified in the
applicable Pricing Supplement, an unlisted Series of Notes or a Series of
Notes not admitted to trading on any market may be issued. As the case
may be, the Notes may be displayed on the Luxembourg Green
Exchange ("LGX"). The Programme also permits Notes to be admitted to
listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or trading facility or quotation systems
as may be agreed with the Issuers and the relevant Dealers, as specified
in the applicable Pricing Supplement.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Notes in the
United States, the United Kingdom and Japan (see further "Plan of
Distribution" below).
United States Selling Restrictions:
Regulation S, Category 1. TEFRA C or D or TEFRA not applicable, as
specified in the applicable Pricing Supplement.

8

DOCUMENTS INCORPORATED BY REFERENCE

The following sections of the following documents, which have previously been published, are hereby
incorporated by reference in, and form part of, this Offering Circular.

This Offering Circular should be read and construed in conjunction with:

-
The terms and conditions of the offering circular published by the Issuers dated 10 December 2019.
9

Set out below is the form of Pricing Supplement which will be completed for each tranche of Notes issued under
the Programme.
PRICING SUPPLEMENT

[MiFID II product governance / Professional investors and Eligible Counterparties only target market:
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration
the manufacturer[`s/s'] 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
manufacturer[`s/s'] target market assessment) and determining appropriate distribution channels.]
[UK MiFIR product governance / Professional investors and Eligible Counterparties only target market:
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, UK MiFIR); and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the manufacturer[`s/s'] target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the manufacturer[`s/s'] target market assessment) and determining appropriate distribution
channels.]
[MiFID II product governance / Retail investors, professional investors and Eligible Counterparties target
market: Solely for the purposes of [the/each] manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended,
MiFID II); EITHER [and (ii) all channels for distribution of the Notes are appropriate[, including investment advice,
portfolio management, non-advised sales and pure execution services] ] OR [(ii) all channels for distribution to
eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of
the Notes to retail clients are appropriate - investment advice[,/ and] portfolio management[,/ and][ non-advised
sales ][and pure execution services][, subject to the distributor's suitability and appropriateness obligations under
MiFID II, as applicable]]. Any person subsequently offering, selling or recommending the Notes (a distributor)
should take into consideration the manufacturer['s/s'] 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 manufacturer[`s/s'] target market assessment) and determining appropriate distribution
channels[, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable].
[UK MiFIR product governance / Retail investors, professional investors and Eligible Counterparties
target market: Solely for the purposes of [the/each] manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, UK MiFIR) and retail clients, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018;
EITHER [and (ii) all channels for distribution of the Notes are appropriate[, including investment advice, portfolio
management, non-advised sales and pure execution services] ] OR [(ii) all channels for distribution to eligible
counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the
Notes to retail clients are appropriate - investment advice[,/ and] portfolio management[,/ and][ non-advised sales
][and pure execution services][, subject to the distributor's suitability and appropriateness obligations under MiFID
II, as applicable]]. Any person subsequently offering, selling or recommending the Notes (a distributor) should
take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturer[`s/s'] target
market assessment) and determining appropriate distribution channels.]

EUROPEAN UNION
and
EUROPEAN ATOMIC ENERGY COMMUNITY - EURATOM
Debt Issuance Programme
10