Obligation Worldline Global 0.5% ( FR0013521549 ) en EUR

Worldline Global

100 % ▼

France

FR0013521549 ( en EUR )

0.5% par an ( paiement annuel )

30/06/2023 - Obligation échue

Prospectus brochure de l'obligation Worldline S.A FR0013521549 en EUR 0.5%, échue

100 000 EUR

500 000 000 EUR

Worldline S.A. est une société européenne de services de paiement, proposant des solutions de paiement numériques et de transactions électroniques pour les entreprises et les institutions publiques.

L'Obligation émise par Worldline Global ( France ) , en EUR, avec le code ISIN FR0013521549, paye un coupon de 0.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/06/2023

Base Prospectus dated 22 June 2020

(incorporated as a société anonyme in France)
4,000,000,000 Euro Medium Term Note Programme

Under the 4,000,000,000 Euro Medium Term Note Programme (the "Programme") described in this Base Prospectus (the "Base Prospectus"), Worldline ("Worldline"
or the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The
aggregate nominal amount of Notes outstanding will not at any time exceed 4,000,000,000 (or the equivalent in other currencies). Subject to compliance with all relevant
laws, regulations and directives, Notes issued by Worldline may be issued in euro, U.S. dollars, Swiss francs, Sterling and in any other currency agreed between the Issuer
and the relevant Dealers.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This Base Prospectus has been approved by the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg, in its capacity as competent authority under
the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer, or of the quality of the Notes. By approving this Base Prospectus,
in accordance with Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019, the CSSF gives no undertaking as to the economic or financial
soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer. Investors should make their own assessment as to the suitability
of investing in the Notes.
Application may be made for a period of 12 months from the date of this Base Prospectus (i) to the Luxembourg Stock Exchange for the Notes issued under the Programme
to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange and/or (ii) to
the competent authority of any other Member State of the European Economic Area ("EEA") or of the United Kingdom (the "UK") for Notes issued under the Programme
to be listed and admitted to trading on a Regulated Market in such Member State or the UK. However, Notes issued under the Programme may also be unlisted and/or not
admitted to trading on any market. The relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify
whether or not such Notes will be listed and admitted to trading and, if so, the relevant Regulated Market, and will be published, if relevant, on the website of the Regulated
Market where the admission to trading is sought or on the website of the Issuer, as the case may be. The Luxembourg Stock Exchange is a regulated market for the
purposes of the Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, as amended, appearing on the list of regulated markets issued by the European
Securities and Markets Authority (the "ESMA") (a "Regulated Market").
This Base Prospectus is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a Regulated Market. The obligation to supplement this
Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Notes will be in such denomination(s) as may be specified in the relevant Final Terms, save that the minimum denomination of each Note admitted to trading on a
Regulated Market will be 100,000 and, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date, or such higher
amount 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.
Notes may be issued either in dematerialised form (the "Dematerialised Notes") or in materialised form (the "Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No
physical documents of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France
("Euroclear France") which shall credit the accounts of Euroclear France Account Holders (as defined herein) including Euroclear Bank SA/NV ("Euroclear") and the
depositary bank for Clearstream Banking SA ("Clearstream") or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant
holder of Notes (a "Noteholder"), in either fully registered form (au nominatif pur), in which case they will be inscribed in an account maintained by the Registration
Agent acting on behalf of the Issuer, or in administered registered form (au nominatif administré) in which case they will be inscribed in the accounts of the Euroclear
France Account Holders designated by the relevant Noteholders.
The Issuer is rated BBB (stable outlook) by S&P Global Ratings Europe Limited ("S&P"). As of the date of this Base Prospectus, S&P is established in the European
Union ("EU") and is registered under Regulation (EC) No 1060/2009 on credit rating agencies (as amended) (the "CRA Regulation") and is included in the list of credit
rating agencies registered in accordance with the CRA Regulation published on the website of the ESMA (www.esma.europa.eu/supervision/credit-rating-agencies/risk) in
accordance with such regulation. Notes issued under the Programme may be rated or unrated. Notes which are rated will have such rating as is assigned to them by S&P or
such other relevant rating organisation as specified in the Final Terms. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating
agency established in the European Union or in the UK and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The final terms of the Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
This Base prospectus and the documents incorporated by reference herein will be published on the Issuer's website (www.worldline.com) and on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
Prospective investors should have regard to the factors described under the section headed "Risk factors" in this Base Prospectus.

Arrangers

CREDIT AGRICOLE CIB
NATIXIS

Dealers

CREDIT AGRICOLE CIB
NATIXIS

This Base Prospectus (together with any supplements thereto published from time to time (each a
"Supplement" and, together, the "Supplements")) constitutes a base prospectus for the purposes of
Article 8 of the Prospectus Regulation, and for the purposes of giving information, with regard to the
the Issuer, Issuer and its consolidated subsidiaries (the "Group") and the Notes, which is necessary
information which is material to an investor for making an informed assessment of the assets and
liabilities, profit and losses, financial position and prospects of the Issuer and the rights attached to the
Notes, the reasons for the issuance of the Notes and its impact on the Issuer and may only be used for
the purposes for which it has been published.
This Base Prospectus should be read and construed in conjunction with any Supplement thereto and
with all other documents incorporated by reference (see "Documents Incorporated by Reference"),
each of which shall be incorporated in, and form part of this Base Prospectus and, in relation to any
Series (as defined herein) of Notes, should be read and construed together with the relevant Final
Terms, the Base Prospectus and the Final Terms being together, the "Prospectus".
The Issuer has undertaken with the Dealers to amend or supplement this Base Prospectus or publish a
new Base Prospectus following the occurrence of a significant new factor, a material mistake or a
material inaccuracy relating to the information included (or incorporated by reference) in this Base
Prospectus which may affect the assessment of an investment in the Notes.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus 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
Issuer or any of the Dealers or the Arrangers (each as defined in "General Description of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of
the Issuer or those of the Group since the date hereof or the date upon which this Base Prospectus has
been most recently supplemented or that there has been no adverse change in the financial position of
the Issuer or that of the Group since the date hereof or the date upon which this Base Prospectus has
been most recently 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.
The Arrangers and the Dealers have not separately verified the information or representations
contained or incorporated by reference in this Base Prospectus. None of the Dealers or the Arrangers
makes any representation, express or implied, or accepts any responsibility, with respect to the
sincerity, accuracy or completeness of any of the information or representations in this Base
Prospectus. Neither this Base Prospectus nor any other information incorporated by reference in this
Base Prospectus is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer, the Arrangers or the Dealers that any recipient of this
Base Prospectus or any Final Terms or any other information incorporated by reference should
subscribe for or purchase the Notes. In making an investment decision regarding the Notes,
prospective investors must rely on their own independent investigation and appraisal of the Issuer, its
business and the terms of the offering, including the merits and risks involved. For further details, see
"Risk Factors" herein. The contents of this Base Prospectus or any Final Terms are not to be
construed as legal, business or tax advice. Each prospective investor should subscribe for or consult its
own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes. None
of the Dealers or the Arrangers has reviewed or undertakes to review the financial condition or affairs
of the Issuer or the Group during the life of the arrangements contemplated by this Base Prospectus
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 Arrangers.
2

Selling restrictions
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Base Prospectus comes are required by
the Issuer, the Dealers and the Arrangers to inform themselves about and to observe any such
restriction.
IMPORTANT EEA AND UK RETAIL INVESTORS The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA") or in the United Kingdom (the "UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within
the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA or in
the UK has been or will be prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO CONSUMERS IN BELGIUM If the Final Terms in respect of any
Notes include a legend entitled "Prohibition of Sales to consumers in Belgium", Notes issued under the
Programme are not intended to be offered, sold or otherwise made available to, and should not be
offered, sold or otherwise made available to, "consumers" (consumenten/consommateurs) within the
meaning of the Belgian Code of Economic Law (Wetboek van economisch recht/Code de droit
économique), as amended.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the
Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the
"CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") NOR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES AND INCLUDE NOTES IN BEARER FORM THAT ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT
BE OFFERED, SOLD OR, IN THE CASE OF MATERIALISED NOTES IN BEARER FORM,
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT). FOR A DESCRIPTION OF
CERTAIN RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF
THIS BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE".
No action has been taken by the Issuer or the Dealers which would permit a public offering of any
Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any Final Terms or other offering material may be distributed or published in any
3

jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations and the Dealers have represented that all offers and sales by them will be made on the
same terms. Persons into whose possession this Base Prospectus comes are required by the Issuer, the
Dealers and the Arrangers to inform themselves about and to observe any such restriction.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on
behalf of the Issuer, the Dealers or the Arrangers to subscribe for, or purchase, any Notes.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes, taking into account the five (5) categories referred to in
item 18 of the Guidelines published by the European Securities and Markets Authority ("ESMA") and
which channels for distribution of the Notes are appropriate, determined by the manufacturer(s). Any
person subsequently offering, selling or recommending the Notes (a "distributor" as defined in MiFID
II) should take into consideration such determination; 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 II
product governance rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arrangers nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID II Product Governance Rules.
For the avoidance of doubt, the Issuer is not an investment firm as defined by MiFID II and will not be
a manufacturer in respect of any Notes issued under the Programme.
Independent Review and Advice
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is
fully consistent with its financial needs, objectives and condition, complies and is fully consistent with
all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable
investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding
the Notes.
A prospective investor may not rely on the Issuer or the Dealer(s) or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other
matters referred to above.
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Neither the Issuer, the Dealer(s) nor any of their respective affiliates has or assumes responsibility for
the lawfulness of the acquisition of the Notes by a prospective investor in the Notes, whether under the
laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for
compliance by that prospective investor with any law, regulation or regulatory policy applicable to it.
Taxation considerations
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes
or documentary charges or duties in accordance with the laws and practices of the jurisdiction where
the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
4

authorities or court decisions may be available for financial instruments such as the Notes. In
particular, potential investors are warned that the tax laws of the investor's jurisdiction or of France
(the Issuer's country of incorporation) might have an impact on the income received from the Notes.
Potential investors should ask for their own tax adviser's advice on their individual taxation with
respect to the acquisition, holding, disposal and redemption of the Notes. Only these advisers are in a
position to duly consider the specific situation of the potential investor.
Other considerations
The consolidated financial statements of the Issuer and the Group for the year ended
31 December 2019 and for the year ended 31 December 2018 have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and endorsed by the European Union.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"Euro", "EUR" or "euro" are to the single currency of the participating member states of the
European Economic and Monetary Union which was introduced on 1 January 1999, references to "£",
"pounds sterling", "GBP" and "Sterling" are to the lawful currency of the United Kingdom,
references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of
America and references to "CHF" and "Swiss francs" are to the lawful currency of Switzerland.
5

TABLE OF CONTENTS
Section
Page
General Description of the Programme .............................................................................................................. 7
Risk Factors ...................................................................................................................................................... 14
Documents Incorporated by Reference ............................................................................................................ 32
Terms and Conditions of the Notes .................................................................................................................. 36
Temporary Global Certificates Issued in Respect of Materialised Bearer Notes ............................................. 70
Use of Proceeds ................................................................................................................................................ 71
Description of the Issuer ................................................................................................................................... 72
Recent Developments ....................................................................................................................................... 75
Subscription and Sale ....................................................................................................................................... 77
Form of Final Terms ......................................................................................................................................... 82
General Information ......................................................................................................................................... 95
Persons responsible for the information given in the base prospectus ............................................................. 99

6

GENERAL DESCRIPTION OF THE PROGRAMME
The following general description of the Programme does not purport to be complete and is taken from, and
is qualified in its entirety by the remainder of this Base Prospectus and, in relation to the terms and
conditions of any particular Tranche of Notes, the relevant Final Terms. The Notes will be issued on such
terms as shall be agreed between the Issuer and the relevant Dealer(s) and will be subject to the Terms and
Conditions of the Notes set out in this Base Prospectus as completed by the relevant Final Terms.
This General Description constitutes a general description of the Programme for the purposes of Article
25(1) of the Commission Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation"). It does
not, and is not intended to, constitute a summary of this Base Prospectus within the meaning of Article 7 of
the Prospectus Regulation or any implementing regulation thereof.
Words and expressions defined in the Terms and Conditions of the Notes shall have the same meanings in
this General Description.
Issuer
Worldline (the "Issuer" or "Worldline")
Description
Euro Medium Term Note Programme (the "Programme").
Legal Entity Identifier ("LEI")
549300CJMQNCA0U4TS33
Website of the Issuer
www.worldline.com
Programme Limit
Up to 4,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time.
Arrangers
Crédit Agricole Corporate and Investment Bank
Natixis
Dealers
Crédit Agricole Corporate and Investment Bank

Natixis

The Issuer may from time to time terminate the appointment of any
dealer under the Programme or appoint additional dealers either in
respect of one or more Tranches or in respect of the whole
Programme. References in this Base Prospectus to "Permanent
Dealers" are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been
terminated) and references to "Dealers" are to all Permanent
Dealers and all persons appointed as a dealer in respect of one or
more Tranches. The identity of the Dealer(s) in respect of a specific
Tranche will be disclosed in the relevant Final Terms.

Fiscal Agent, Paying Agent,
Société Générale
Calculation Agent and Registration
Agent
7

Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil
its obligations under Notes issued under the Programme. These are
set out under the heading "Risk factors relating to the Issuer and the
Group" in the section headed "Risk Factors" in this Base
Prospectus. In addition, there are certain factors which are material
for the purpose of assessing the market risks associated with Notes
issued under the Programme. These are set out under the heading
"Risks factors relating to the Notes" in the section headed "Risk
Factors" in this Base Prospectus.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated basis.
The Notes will be issued 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 the same or different issue dates. The specific terms
of each Tranche will be set out in the final terms to this Base
Prospectus (the "Final Terms").
Maturities
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one (1) month from the date of
original issue.
Currencies
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in euro, U.S. dollars, Swiss francs,
Sterling and in any other currency agreed between the Issuer and
the relevant Dealers.
Denomination(s)
Notes will be issued in such denomination(s) as may be specified in
the relevant Final Terms, save that the minimum denomination of
each Note admitted to trading on a Regulated Market will be
100,000 (or if the Notes are denominated in a currency other than
euro, the equivalent amount in such currency at the issue date) or
such higher amount as may be allowed or required from time to
time by the relevant monetary or financial authority or any laws or
regulations applicable to the relevant Specified Currency.

Unless otherwise permitted by then current laws and regulations,
Notes (including Notes denominated in Sterling) having a maturity
of less than one (1) year from the date of issue and in respect of
which the issue proceeds are to be accepted by the Issuer in the
United Kingdom or whose issue otherwise constitutes a
contravention of Section 19 of the Financial Services and Markets
Act 2000, as amended (the "FSMA") will have a minimum
denomination of £100,000 (or its equivalent in other currencies).
Dematerialised Notes shall be issued in one denomination only.
8

Form of Notes
Notes may be issued either in dematerialised form
("Dematerialised Notes") or in materialised form ("Materialised
Notes"). Dematerialised Notes will not be exchangeable for
Materialised Notes and Materialised Notes will not be
exchangeable for Dematerialised Notes.

Dematerialised Notes may, at the option of the Issuer, be issued in
bearer dematerialised form (au porteur) or in registered
dematerialised form (au nominatif) and, in such latter case, at the
option of the relevant Noteholder, in either fully registered (au
nominatif pur) or administered registered (au nominatif administré)
form.

The relevant Final Terms will specify whether Dematerialised
Notes issued by the Issuer are to be in bearer (au porteur)
dematerialised form or in registered (au nominatif) dematerialised
form.

No physical documents of title will be issued in respect of
Dematerialised Notes.

Materialised Notes will be in bearer form ("Materialised Bearer
Notes") only. A Temporary Global Certificate will be issued
initially in respect of each Tranche of Materialised Bearer Notes.
Materialised Notes may only be issued outside France and the
United States.
Conversion of Notes
In the case of Dematerialised Notes, the Noteholders will not have
the option to convert from registered (au nominatif) form to bearer
(au porteur) dematerialised form and vice versa.

In the case of Dematerialised Notes issued in registered form (au
nominatif), the Noteholders will have the option to convert from
fully registered dematerialised form (au nominatif pur) to
administered registered dematerialised form (au nominatif
administré) and vice versa.
Status of the Notes
The principal and interest on the Notes and, where applicable, any
relative Coupons,
are
direct, general, unconditional,
unsubordinated and unsecured obligations of the Issuer and
(subject to the provisions of Condition 4) rank and will rank pari
passu, without any preference among themselves and, subject to
such exceptions as are from time to time mandatory under French
law, with all other outstanding, unsecured and unsubordinated
obligations, present and future, of the Issuer.
Negative Pledge
There will be a negative pledge in respect of the Notes as set out in
Condition 4 see "Terms and Conditions of the Notes Negative
Pledge".
Events of Default
There will be events of default in respect of the Notes as set out in
Condition 9 see "Terms and Conditions of the Notes Events of
Default".
9

Redemption Amount
Unless previously redeemed or purchased and cancelled, each Note
shall be finally redeemed on the Maturity Date at its nominal
amount, unless otherwise specified in the Final Terms.
Early Redemption at the option of
Except as provided in "Optional Redemption", "Make-Whole
the Issuer
Redemption by the Issuer", "Residual Maturity Call Option",
"Clean-up Call Option" and "Redemption following an Acquisition
Event" below, Notes will be redeemable at the option of the Issuer
prior to maturity only for tax reasons. See "Terms and Conditions
of the Notes Redemption, Purchase and Options".
Optional Redemption
The Final Terms 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 Issuer (either in whole or in part) and/or the
Noteholders.
Make-Whole Redemption by the
If a Make-Whole Redemption by the Issuer is specified in the
Issuer
relevant Final Terms, in respect of any issue of Notes, the Issuer
will have the option to redeem the Notes, in whole or in part, at any
time or from time to time, prior to their Maturity Date at the
Optional Redemption Amount.
Residual Maturity Call Option
If a Residual Maturity Call Option is specified in the relevant Final
Terms, in respect of any issue of Notes, the Issuer will have the
option to redeem the Notes in whole but not in part at their
principal amount together with any interest accrued to the date set
for redemption at any time as from the Residual Maturity
Redemption Date specified in the relevant Final Terms.
Clean-up Call Option
If a Clean-up Call Option is specified in the relevant Final Terms,
in respect of any issue of Notes and if a portion of the initial
aggregate nominal amount of Notes of the same Series at least
equal to a percentage, specified in the relevant Final Terms as the
Clean-Up Percentage, has been redeemed or purchased and, in each
case, cancelled, the Issuer may redeem the Notes in whole but not
in part at their Early Redemption Amount together with any
interest accrued to the date set for redemption.
Redemption following an
If Redemption following an Acquisition Event is specified as
Acquisition Event
applicable in the relevant Final Terms and an Acquisition Event
has occurred, the Issuer may redeem all (but not some only) of the
Notes of the relevant Series then outstanding at the Acquisition
Call Redemption Amount (as specified in the relevant Final
Terms), together with any interest accrued to, but excluding, the
date set for redemption.
Put Option in case of Change of
The Final Terms issued in respect of each issue of Notes will state
Control
whether such Notes may be redeemed prior to their stated maturity,
at the option of each Noteholder, further to a change of control of
the Issuer, the rating of the Issuer is downgraded, as more fully
described in Condition 6(m).
10