Obligation BNP Paribas SA 6.625% ( US05565AHN63 ) en USD

BNP Paribas SA

100 % ⇌

France

US05565AHN63 ( en USD )

6.625% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas US05565AHN63 en USD 6.625%, échéance Perpétuelle

200 000 USD

1 500 000 000 USD

05565AHN6

BBB- ( Qualité moyenne inférieure )

25/09/2025 ( Dans 125 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05565AHN63, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05565AHN63, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) NON-U.S. PERSONS
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE
UNITED STATES.
IMPORTANT: Investors must read the following before continuing. The following applies to the
Prospectus following this page (the "Prospectus"), and you are therefore advised to read this
carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
Your attention is drawn to the text appearing in red on the cover page of the Prospectus, the
wording on the inside cover page of the Prospectus and the section of the Prospectus entitled
"Plan of Distribution".
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING
IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER. THE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND
THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF
OTHER JURISDICTIONS.
The Notes are not intended to be offered, sold or otherwise made available and should not be
offered, sold or otherwise made available to retail clients, as defined in the rules set out in the
Markets in Financial Instruments Directive 2014/65/EU, as amended or replaced from time to
time. Prospective investors are referred to the section headed "Restrictions on marketing and
sales to retail investors" on page iv of this document for further information.
Confirmation of your Representation: In order to be eligible to view this Prospectus or make an
investment decision with respect to the securities, investors must be either (1) QIBs (within the meaning
of Rule 144A under the Securities Act) or (2) non-U.S. persons outside the United States. This
Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus,
you shall be deemed to have represented to the Issuer and the Initial Purchasers that (1) you and any
customers you represent are either (a) QIBs or (b) non-U.S. persons located and receiving this
electronic transmission outside the United States and (2) that you consent to delivery of such
Prospectus by electronic transmission.
You are reminded that access to the Prospectus has been made available to you on the basis that you
are a person into whose possession the Prospectus may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the
Prospectus to any other person. The materials relating to the offering do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted
by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the
underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the
offering shal be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such
jurisdiction.

The Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as
amended (the "Prospectus Directive"). Application has been made to the French Autorité des marchés
financiers (the "AMF") for approval of the Prospectus in its capacity as competent authority in France
pursuant to Article 212-2 of its General Regulations (Règlement général) which implements the
Prospectus Directive in France. Application has been made for the Notes to be admitted to trading on
Euronext Paris.
Under no circumstances shal the Prospectus or this notice constitute or form part of any offer to sell or
the invitation or solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus who intend to
subscribe for or purchase the Notes are reminded that any subscription or purchase may only be made
on the basis of the information contained in the final prospectus. The Prospectus may only be
communicated to persons in the United Kingdom in circumstances where the provisions of section 21(1)
of the FSMA do not apply to the Issuer and is directed solely at persons in the United Kingdom who (i)
have professional experience in matters relating to investments, such persons falling within the
definition of "investment professionals" in Article 19(5) of the FSMA (Financial Promotion) Order 2005,
as amended (the "Financial Promotion Order") or (i ) are persons falling within Article 49(2)(a) to (d)
of the Financial Promotion Order or other persons to whom it may lawful y be communicated, (all such
persons together being referred to as "relevant persons"). The Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes wil be engaged
in only with, relevant persons. The Prospectus is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons.
The Prospectus may only be communicated in France to (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement
de gestion de portefeuille pour compte de tiers) and/or (i ) qualified investors (investisseurs qualifiés)
acting for their own account, other than individuals, all as defined in, and in accordance with,
Articles L.411-2 and D.411-1 of the French Monetary and Financial Code (Code monétaire et financier)
and applicable regulations thereunder.
The Prospectus has been made available to you in an electronic form. You are reminded that
documents made available or transmitted via this medium may be altered or changed during the
process of electronic transmission and consequently neither the Issuer or BNP Paribas Securities Corp.,
BBVA Securities Inc., ING Financial Markets LLC, Santander Investment Securities Inc., Standard
Chartered Bank, Bankia S.A., BMO Capital Markets Corp., CIBC World Markets Corp., National Bank
of Canada Financial Inc., Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (the "Initial
Purchasers") nor any person who controls any of the Initial Purchasers nor any director, officer,
employee or agent of an Initial Purchaser, or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Prospectus made available to you
in electronic format and the hard copy version available to you on request from the Issuer or any of the
Initial Purchasers.
Canadian Electronic Delivery Disclaimer
IMPORTANT: You must read the following electronic delivery disclaimer before continuing. The
following electronic delivery disclaimer applies to this Prospectus pertaining to the offer for sale of the
Notes of the Issuer, which is being made available to you in electronic form by electronic transmission.
You are advised that the Prospectus has not been filed with or cleared by any securities commission or
similar regulatory authority in Canada. You are further advised to read this disclaimer carefully before
accessing, reading or making any other use of the Prospectus. In accessing the Prospectus, you agree
to be bound by the following terms and conditions, including any modifications to them from time to
time, each time you receive any information as a result of such access.
Confirmation of Your Representation: You have accessed the Prospectus on the basis that you have
confirmed to the Issuer and each Initial Purchaser acting as an underwriter in the offering that (1) you
agree to receive the Prospectus and any amendments or supplements thereto in electronic form by
electronic transmission, as applicable, (2) you are a resident of a jurisdiction of Canada where delivery
of the Prospectus in electronic form by electronic transmission may be lawfully made under the laws of
such jurisdiction, (3) you are an "accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, in section 73.3(1) of the Securities Act
(Ontario), as applicable, and, where required by applicable Canadian securities laws or as a condition

of purchasing the Notes from any dealer acting as a underwriter in the offering, a "permitted client" as
such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations, respectively, and (4) you consent to delivery of the
Prospectus and any amendments or supplements thereto in electronic form by electronic transmission,
as applicable.
By accessing the Prospectus, you hereby confirm that documents delivered in electronic form by
electronic transmission may be altered or changed during the process of electronic transmission.
Neither the Issuer, the Initial Purchasers nor any of their respective affiliates accepts any liability or
responsibility whatsoever in respect of any alteration or change to the Prospectus as a result of the
process of electronic transmission into Canada. Where any such alteration or change to the Prospectus
results from the process of electronic transmission into Canada, a hard copy of the Prospectus will be
furnished upon request.
THE PROSPECTUS MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER AND THE INITIAL PURCHASERS,
AS APPLICABLE.
You are responsible for protecting against electronic viruses and other items of a destructive nature.
Your use of this electronic transmission and any attachment hereto is at your own risk and it is your
responsibility to take precautions to ensure that this electronic transmission and any attachment hereto
are and remain free from electronic viruses and other items of a destructive nature.
This electronic transmission and any attachment hereto are intended only for use by the addressee
named herein. If you have received this electronic transmission and any attachment hereto, including
the Prospectus, in error, you hereby agree to immediately delete the same and any copies thereof from
your system, to notify the Issuer and the Initial Purchasers, as applicable, by reply e-mail and to destroy
any printouts thereof. If you have gained access to this electronic transmission contrary to the foregoing
restrictions, you hereby acknowledge that you wil be unable to purchase the Notes.
Upon receipt of this electronic transmission you wil be deemed to have agreed to the above conditions
of use in their entirety and without limitation.

PROSPECTUS
STRICTLY CONFIDENTIAL

US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes

Issue Price for the Notes: 100%
BNP Paribas ("BNP Paribas" or the "Issuer") is offering US$1,500,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes"). The Notes wil be issued by
BNP Paribas and wil constitute direct, unsecured and deeply subordinated obligations of the Issuer, as
described in Condition 4 (Status of the Notes) in "Terms and Conditions of the Notes".
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce. The Notes will be governed by, and construed in
accordance with, the laws of the State of New York, except for Condition 4 (Status of the Notes) which
will be governed by, and construed in accordance with, French law.
The Notes will bear interest on their Prevailing Outstanding Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the applicable Rate of Interest from (and
including) March 25, 2019 (the "Issue Date") and interest shall be payable semi-annual y in arrears on
March 25 and September 25 in each year (each an "Interest Payment Date") from (and including)
September 25, 2019 to (but excluding) March 25, 2024 (the "First Call Date") at the rate of 6.625% per
annum.
The rate of interest wil reset on the First Call Date and on each five-year anniversary thereafter (each,
a "Reset Date"). The rate of interest for each Interest Period occurring after each Reset Date will be
equal to the Reset Rate of Interest which amounts to the sum of (a) the 5-Year Mid-Swap Rate plus (b)
the Margin (4.149 per cent.), as determined by the Calculation Agent, as described in Condition 5
(Interest) in "Terms and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in
part) on any Interest Payment Date as set out in Condition 5.9 (Cancel ation of Interest Amounts) in
"Terms and Conditions of the Notes". Interest that is cancelled wil not be due on any subsequent date,
and the non-payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Holders do not have the right to
call for their redemption. The Issuer is not required to make any payment of the principal amount of the
Notes at any time prior to the time a judgment is issued for the judicial liquidation (liquidation judiciaire)
of the Issuer or if the Issuer is liquidated for any other reason. The Issuer may, subject to the prior
approval of the Relevant Regulator, redeem the Notes in whole, but not in part, on any Reset Date at
their Original Principal Amount or at any time following the occurrence of a Capital Event or a Tax Event
at the Prevailing Outstanding Amount (each term as defined in Condition 2 (Interpretation) in "Terms
and Conditions of the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Group CET1 Ratio
falls below 5.125 per cent. (each term as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). Holders may lose some or all of their investment as a result of a Write-
Down. Following such reduction, some or all of the principal amount of the Notes may, at the
Issuer's discretion, be reinstated, up to the Original Principal Amount, if certain conditions are
met. See Condition 6 (Write-Down and Reinstatement) in "Terms and Conditions of the Notes".
If a Capital Event, an Alignment Event or a Tax Event has occurred and is continuing, the Issuer
may further substitute all of the Notes or vary the terms of all of the Notes, without the consent
or approval of Holders, so that they become or remain Compliant Securities (as described in
Condition 7.5 (Substitution/Variation) in "Terms and Conditions of the Notes").

This document (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC of November 4, 2003, as amended (the "Prospectus Directive").
Application has been made to list and admit to trading the Notes, as of the Issue Date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris ("Euronext Paris"). Euronext Paris
is a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and
of the Council dated May 15, 2014.
The Notes are expected to be rated BBB- by Standard & Poor's Global Ratings Europe Limited
("Standard & Poor's"), Ba1 by Moody's Investors Services Ltd. ("Moody's") and BBB- by Fitch France
S.A.S. ("Fitch France"). Each of Standard & Poor's, Moody's and Fitch France is established in the
European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation") and is included in the list of credit rating agencies registered in accordance with the
CRA Regulation as of the date of this Prospectus. This list is available on the European Securities and
Markets Authority (the "ESMA") website at www.esma.europa.eu/supervision/credit-rating-
agencies/risk (list last updated on December 20, 2018). A rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time.
On each Reset Date, amounts payable under the Notes will be calculated by reference to the 5-Year
Mid-Swap Rate, which is provided by ICE Benchmark Administration Limited. As of the date of this
Prospectus, ICE Benchmark Administration Limited appears on the register of administrators and
benchmarks established and maintained by the ESMA pursuant to Article 36 of the Benchmark
Regulation (Regulation (EU) 2016/1011). This register is available on the ESMA's website at
https://registers.esma.europa.eu/.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 31 below
for risk factors relevant to an investment in the Notes.
The Notes wil be issued in registered form in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof. Delivery of the Notes will be made on or about March 25, 2019, in
book-entry form only, through the facilities of The Depository Trust Company ("DTC"), for the accounts
of its participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg"),
and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to Qualified
Institutional Buyers ("QIBs") within the meaning of Rule 144A under the Securities Act
("Rule 144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the
address given at the end of this Prospectus and (b) on the websites of the French Autorité des marchés
financiers (the "AMF") (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).
Application has been made to the AMF in France for approval of this Prospectus in its capacity as
competent authority pursuant to Article 212-2 of its General Regulations (Règlement général) which
implements the Prospectus Directive on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market in France.
Sole Bookrunner and Global Coordinator
BNP PARIBAS

Joint Lead Managers

BBVA
ING
Santander
Standard Chartered
Bank

ii

Co-Managers

BANKIA
BMO Capital
CIBC Capital National Bank
Scotiabank
Wells Fargo
Markets
Markets
of Canada
Securities
Financial
Markets

The date of this Prospectus is March 19, 2019.

i i

The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information,
and the Issuer takes no responsibility for any other information that others may give to prospective
investors. Prospective investors should carefully evaluate the information provided by the Issuer in light
of the total mix of information available to them, recognizing that the Issuer can provide no assurance
as to the reliability of any information not contained or incorporated by reference in this Prospectus. The
information contained or incorporated by reference in this Prospectus is accurate only as of the date
hereof, regardless of the time of delivery or of any sale of the Notes. It is important for prospective
investors to read and consider all information contained in this Prospectus, including the documents
incorporated by reference herein, in making an investment decision. Prospective investors should also
read and consider the information in the documents to which the Issuer has referred them under the
heading "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes. The Issuer and the initial purchasers listed in "Plan of Distribution" below (the "Initial
Purchasers") reserve the right to reject any offer to purchase for any reason.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any
other regulatory authority, has approved or disapproved of the Notes; nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and wil not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act or such state securities laws. The Notes are being
offered and sold in the United States only to Qualified Institutional Buyers (as defined in Rule 144A)
and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities
Act.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Initial Purchasers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which
such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that
there has been no change in the Issuer's affairs or that the information contained or incorporated by
reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes; and
obtain any consent, approval or permission required to be obtained by them for the purchase, offer
or sale by them of the Notes under the laws and regulations applicable to them in force in any
jurisdiction to which they are subject or in which they make such purchases, offers or sales; and
neither the Issuer nor the Initial Purchasers shal have any responsibility therefor.
By purchasing the Notes, investors wil be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
iv

this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the
meaning of Directive 2002/92/EC (as amended or superseded, the "IMD"), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified
investor as defined in the Prospectus Directive. Consequently no key information document required
by the Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and
insurance-based investment products (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or sel ing the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation. The expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any
relevant implementing measure in the Member State.
MiFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines
published by ESMA on February 5, 2018, has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) al
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 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 manufacturers' target market assessment) and determining appropriate
distribution channels.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Restrictions on marketing and sales to retail investors
The Notes are complex financial instruments and are not a suitable or appropriate investment for al
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the "PI
Instrument").
In addition, (i) on January 1, 2018, the provisions of the PRIIPs Regulation became directly applicable
in all EEA member states and (ii) MiFID II was required to be implemented in EEA member states by
January 3, 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacturing and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based
investment products and certain contingent write-down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein) including the Regulations.
v

Certain or all of the Initial Purchasers are required to comply with the Regulations. By purchasing, or
making or accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the
Issuer and/or the Initial Purchasers each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Initial Purchasers that:
1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in
MiFID II) or
(B)
communicate (including the distribution of this Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client (as defined in MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes, it
may not rely on the limited exemptions set out in the PI Instrument; and
3.
it will at al times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Notes (or any beneficial interests therein), including (without limitation) MiFID II and any other
applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purposes of the product governance
obligations in MiFID II), taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on February 5, 2018, is eligible counterparties and professional
clients; and
(i )
no key information document (KID) under the PRIIPs Regulation has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers the foregoing representations, warranties, agreements and undertakings wil be
given by and be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Initial Purchasers or any person
affiliated with the Initial Purchasers in connection with their investigation of the accuracy of such
information or their investment decision. In making an investment decision, prospective investors must
rely on their own examination of the Issuer and the terms of this offering, including the merits and risks
involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Initial Purchasers, whether as to the past or the
future. The Initial Purchasers assume no responsibility for the accuracy or completeness of such
information.
Neither the Initial Purchasers, nor the Issuer, nor any of their respective representatives, are making
any representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
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obtain al applicable consents and approvals. Neither the Initial Purchasers nor the Issuer shall have
any responsibility for any of the foregoing legal requirements.
The Issuer and the Initial Purchasers reserve the right to withdraw this offering at any time before
closing, to reject any offer to purchase, in whole or in part, for any reason, or to sel less than the amount
of Notes offered by this Prospectus.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will furnish upon the request of a holder of the Notes or of a beneficial owner
of an interest therein, or to a prospective purchaser of such Notes or beneficial interests designated by
a holder of the Notes or a beneficial owner of an interest therein to such holder, beneficial owner or
prospective purchaser, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities
Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Initial
Purchasers to subscribe for, or purchase, any Notes.
The Initial Purchasers have not separately verified the information contained in this Prospectus. None
of the Initial Purchasers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this
Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer or the Initial
Purchasers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Initial Purchasers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Initial
Purchasers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
it purchased occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Initial Purchaser(s) named as the stabilizing Initial
Purchaser(s) (if any) (the "Stabilizing Initial Purchaser(s)") (or persons acting on behalf of any
Stabilizing Initial Purchaser(s)) 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 Stabilizing Initial Purchaser(s) (or persons acting on behalf of a Stabilizing Initial
Purchaser(s)) will undertake stabilization action. Any stabilization action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of thirty (30) calendar days after the Issue
Date and sixty (60) calendar days after the date of the allotment of the Notes. Any stabilization action
or over-allotment must be conducted by the relevant Stabilizing Initial Purchaser(s) (or persons acting
on behalf of any Stabilizing Initial Purchaser(s)) in accordance with all applicable laws and rules.
This Prospectus is only being distributed to, and is only directed at, persons in the United Kingdom who
are "qualified investors" as defined in Section 86(7) of the Financial Services and Markets Act 2000, as
amended (the "FSMA") or otherwise in circumstances which do not require the publication by the Issuer
of a prospectus pursuant to section 85(1) of the FSMA. In the United Kingdom, this Prospectus is only
being distributed to, and is only directed at, and any investment or investment activity to which this
Prospectus relates is available only to, and will be engaged in only with, persons (i) having professional
experience in matters relating to investments who fall within the definition of "investment professionals"
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
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