Obligation KFWB 2.25% ( US500769HT42 ) en USD

Société émettrice KFWB
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  US500769HT42 ( en USD )
Coupon 2.25% par an ( paiement semestriel )
Echéance 05/11/2019 - Obligation échue



Prospectus brochure de l'obligation KFW US500769HT42 en USD 2.25%, échue


Montant Minimal 1 000 USD
Montant de l'émission 1 500 000 000 USD
Cusip 500769HT4
Description détaillée La KfW (Kreditanstalt für Wiederaufbau) est une banque publique allemande qui fournit des prêts et des financements pour la promotion du développement économique et social en Allemagne et à l'international.

Cet article propose une analyse détaillée de l'instrument financier de type obligation identifié par le code ISIN US500769HT42 et le code CUSIP 500769HT4, dont l'émetteur est KFW, la Kreditanstalt für Wiederaufbau, une institution financière de développement détenue à 80% par la République fédérale d'Allemagne et à 20% par les Länder, jouissant d'une réputation mondiale pour sa solidité financière et son rôle essentiel dans le financement de projets d'intérêt public, tant en Allemagne qu'à l'étranger, couvrant des domaines allant de la protection de l'environnement à la promotion des petites et moyennes entreprises ; cette émission obligataire, originaire d'Allemagne mais libellée en dollars américains (USD), représentait un volume total substantiel de 1 500 000 000 USD et offrait un taux d'intérêt annuel fixe de 2.25%, avec une fréquence de paiement semestrielle des coupons, le prix de marché observé s'étant maintenu à 100% de sa valeur nominale avant son échéance, et la taille minimale d'acquisition étant fixée à 1 000 USD, démontrant une accessibilité pour un large éventail d'investisseurs ; conformément à ses termes originaux, cette obligation est arrivée à maturité le 5 novembre 2019 et a été intégralement remboursée à cette date, confirmant le respect par l'émetteur de ses obligations financières envers les porteurs.







PRICING SUPPLEMENT
(To prospectus supplement dated November 18, 2016
and prospectus dated November 18, 2016)
KfW, Frankfurt/Main, Federal Republic of Germany
$1,500,000,000
2.250% Global Notes due 2019
KfW, also known as Kreditanstalt für Wiederaufbau, will pay interest on the notes in two equal semi-annual installments in
arrears on May 5 and November 5, commencing on November 5, 2018. The first interest payment will be for interest accrued from,
and including, February 22, 2018 to, but excluding, November 5, 2018. The notes will mature on November 5, 2019. The notes will
not be redeemable at any time prior to maturity.
KfW will make payments with respect to the notes without deduction or withholding of taxes, unless otherwise required by
law. There will be no "gross-up" provision requiring additional payments to be made in respect of the notes in the event of the
imposition of a tax deduction or withholding.
Pursuant to the Law Concerning KfW, the notes will benefit from a statutory guarantee of the Federal Republic of Germany.
The notes are governed by the laws of the Federal Republic of Germany and provide that the District Court
(Landgericht) in Frankfurt am Main is the exclusive jurisdiction in which an action or other legal proceedings arising out of
or in connection with the notes may be brought.
Application has been made to list the notes on the regulated market of the Luxembourg Stock Exchange pursuant to Chapter 2
of Part III of the Loi relative aux prospectus pour valeurs mobilières dated July 10, 2005, as amended (the "Luxembourg
Prospectus Act").
Per Note
Total
Price to public(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.993%
$1,499,895,000
Underwriting commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
--
--
Proceeds to KfW(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.993%
$1,499,895,000
(1) Plus accrued interest, if any, from February 22, 2018, if settlement occurs after that date.
(2) Before deduction of expenses payable by KfW.
The managers named in this pricing supplement are offering the notes subject to various conditions. The managers will have
the right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that
delivery of the notes will be made upon the instructions of the managers through the facilities of The Depository Trust Company,
New York, also known as DTC, as well as through the facilities of other clearing systems that participate in DTC, including
Clearstream Banking, société anonyme, Luxembourg, also known as CBL, and Euroclear Bank SA/NV, also known as Euroclear, on
or about February 22, 2018. The notes will be represented by one or more permanent global certificates and will not be
exchangeable for definitive certificates except in the limited circumstances described in the accompanying prospectus supplement.
The notes have been assigned a CUSIP number of 500769HT4, an ISIN number of US500769HT42 and a common code of
177719803.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this pricing supplement, the accompanying prospectus supplement or prospectus to which
it relates is truthful or complete. Any representation to the contrary is a criminal offense.
Deutsche Bank
Goldman Sachs International
Morgan Stanley
Pricing Supplement dated February 15, 2018


TABLE OF CONTENTS
Page
Page
Incorporation by Reference . . . . . . . . . . . . . . .
PS-4
Subscription and Sale . . . . . . . . . . . . . . . . . .
PS-10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
PS-4
Subscription Agreement . . . . . . . . . . . .
PS-10
Terms of the Notes . . . . . . . . . . . . . . . . . . . . .
PS-5
Delivery and Settlement . . . . . . . . . . . .
PS-10
General Provisions . . . . . . . . . . . . . . . . . .
PS-5
Notice by the Managers to Distributors
Status . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
regarding MiFID II Product
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-5
Governance . . . . . . . . . . . . . . . . . . . .
PS-10
Maturity; Repurchase . . . . . . . . . . . . . . .
PS-6
Validity of the Notes . . . . . . . . . . . . . . . . . . .
PS-11
Payments . . . . . . . . . . . . . . . . . . . . . . . . .
PS-6
General Information . . . . . . . . . . . . . . . . . . .
PS-12
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
Further Information . . . . . . . . . . . . . . . .
PS-12
Termination for Default . . . . . . . . . . . . . .
PS-7
Documents Available . . . . . . . . . . . . . .
PS-12
Registrar and Paying Agent . . . . . . . . . . .
PS-7
Listing . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-12
Further Issues . . . . . . . . . . . . . . . . . . . . . .
PS-7
Additional Paying Agent . . . . . . . . . . . .
PS-12
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .
PS-7
Securities Identification Numbers . . . . .
PS-12
Governing Law; Jurisdiction;
Authorization . . . . . . . . . . . . . . . . . . . . .
PS-12
Enforcement and Language . . . . . . . . .
PS-8
Auditors . . . . . . . . . . . . . . . . . . . . . . . . .
PS-12
Supplemental Information on United
Interim Financial Statements . . . . . . . . .
PS-13
States Taxation . . . . . . . . . . . . . . . . . .
PS-9
Material Change . . . . . . . . . . . . . . . . . .
PS-13
Litigation . . . . . . . . . . . . . . . . . . . . . . . .
PS-13
This pricing supplement should be read together with the accompanying prospectus supplement dated
November 18, 2016 setting forth information relating to U.S. dollar-denominated global notes, the accompanying
prospectus dated November 18, 2016, and the documents incorporated herein by reference. See "Incorporation by
Reference" in this pricing supplement. These documents taken together are herein referred to as the "disclosure
document." The documents incorporated herein by reference contain information regarding KfW, the Federal
Republic of Germany and other matters. Further information concerning KfW and the notes offered hereby may
be found in the registration statement (Registration Statement No. 333-214613) filed with the U.S. Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933 relating to our debt securities described in
the prospectus.
If the information in this pricing supplement differs from the information contained in the accompanying
prospectus supplement or prospectus, you should rely on the information in this pricing supplement.
The disclosure document fulfills the requirements for a simplified prospectus pursuant to Chapter 2 of
Part III of the Luxembourg Prospectus Act. It does not constitute a prospectus pursuant to Part II of the
Luxembourg Prospectus Act, which transforms Directive 2003/71/EC (the "Prospectus Directive") into law in
Luxembourg. Accordingly, the disclosure document does not purport to meet the format and the disclosure
requirements of the Prospectus Directive and Commission Regulation (EC) No. 809/2004 implementing the
Prospectus Directive, and it has not been, and will not be, submitted for approval to any competent authority
within the meaning of the Prospectus Directive. The notes issued pursuant to the disclosure document will
therefore not qualify for the benefit of the single European passport pursuant to the Prospectus Directive.
The Luxembourg Stock Exchange takes no responsibility for the content of the disclosure document, makes
no representations as to its accuracy or completeness and expressly disclaims any liability for any loss arising
from or in reliance upon the whole or any part of the contents of the disclosure document. KfW accepts full
responsibility for the accuracy of the information contained in the disclosure document, and confirms, having
made all reasonable inquiries, that to the best of its knowledge and belief there are no other facts the omission of
which would make any statement herein misleading in any material respect.
PS-2


You should rely only on the information provided in the disclosure document. We have not authorized
anyone else to provide you with different information. We are not making an offer of these securities in any
jurisdiction where such offer is not permitted. You should not assume that the information contained in the
disclosure document is accurate as of any date other than the date on the front of each document forming part of
the disclosure document or, with respect to information incorporated by reference, as of the date of such
information.
References herein to "euro" or "" are to the single European currency adopted by certain participating
member countries of the European Union, including the Federal Republic of Germany, as of January 1, 1999.
References to "U.S. dollars" or "$" are to United States dollars.
For historical information regarding exchange rates between euro and U.S. dollars, see KfW's annual report
on Form 18-K, as amended, which is incorporated by reference herein. The euro foreign exchange reference rate
as published by the European Central Bank on February 14, 2018 was 1.00=$1.2348.
References herein to "we" or "us" or similar expressions are to KfW. References to "KfW Bankengruppe"
or "group" are to KfW and its consolidated subsidiaries.
In connection with this offering of notes, Deutsche Bank AG, London Branch, or any person acting
for it may over-allot the notes or effect transactions with a view to supporting the market price of the notes
at a level higher than that which might otherwise prevail. However, stabilization may not necessarily
occur. Any stabilization action may begin at any time after the adequate public disclosure of the final
terms of the offer of the notes and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the closing date and 60 days after the date of the allotment of the notes. Any
stabilization action or over-allotment must be conducted by Deutsche Bank AG, London Branch, or any
person acting for it in accordance with all applicable laws and rules.
PS-3


INCORPORATION BY REFERENCE
The SEC and the Luxembourg Stock Exchange allow us to "incorporate by reference" into this pricing
supplement and the accompanying prospectus supplement and prospectus the information in documents that we
file with them, which means that we can disclose important information to you by referring to those documents.
The information incorporated by reference is an important part of the information provided to you, and
information that we file later with the SEC and the Luxembourg Stock Exchange, in each case to the extent it
stipulates that it is to be incorporated by reference, will automatically update and supersede this information. We
incorporate by reference the documents and any amendments to them filed with the SEC and the Luxembourg
Stock Exchange until completion of this offering. For a list, see "Where You Can Find More Information" in the
accompanying prospectus.
We will provide, without charge, to each person to whom a copy of this pricing supplement has been delivered,
upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by
reference unless such documents have been modified or superseded as specified above. Requests for such
documents should be directed to KfW at its office at Palmengartenstraße 5-9, D-60325 Frankfurt am Main. In
addition, such documents will be available free of charge from Deutsche Bank Luxembourg S.A., 2 Boulevard
Konrad Adenauer, L-1115 Luxembourg. See "General Information--Further Information" in this pricing
supplement. You may also request a copy of these filings at no cost by writing to Deutsche Bank Trust Company
Americas, Trust and Agency Services Division Corporates Team, 60 Wall Street, 27th floor, New York, 10005,
U.S.A.
USE OF PROCEEDS
We estimate that the net proceeds from the sale of the notes will be approximately $1,499,895,000. The net
proceeds from the sale of the notes will be used by us in our general business.
PS-4


TERMS OF THE NOTES
The following description of the particular terms and conditions of the notes offered hereby (referred to as
the "notes" in this pricing supplement and the accompanying prospectus supplement and as the "securities" in
the accompanying prospectus) supplements, and to the extent inconsistent therewith replaces, the description of
the general terms and conditions of notes set forth in the accompanying prospectus supplement and prospectus,
to which description reference is hereby made. The description of the terms and conditions below (with the
exception of certain explanatory text designated by italics) is substantially the same as the legally binding
English language text thereof and is qualified in its entirety by reference thereto. A copy of the form of conditions
has been filed with the SEC as an exhibit to the registration statement.
General Provisions
Aggregate Principal Amount and Denomination. The notes will be issued in the aggregate principal amount
of one and a half billion U.S. dollars ($1,500,000,000), divided into one and a half million notes in the
denomination of $1,000 each, which will rank equally among themselves.
Global Certificates, Notes and Form. The notes will be represented by one or more permanent global
certificates without interest coupons (the "global certificates"). The global certificates will be kept in custody by
Deutsche Bank Trust Company Americas, New York, also known as DBTCA, or any successor, as custodian for
DTC until all of our obligations under the notes have been satisfied. The global certificates will be issued in
registered form in the name of Cede & Co., as nominee of DTC, also known as the registered holder, recorded in
a register kept by the registrar (as defined under "--Registrar and Paying Agent") and represent the notes
credited to accounts maintained with DTC by financial institutions that are participants in DTC. Each person
ultimately holding a note is referred to herein as a "noteholder." Each global certificate will be manually signed
by two of our authorized representatives and manually authenticated by or on behalf of the registrar. Copies of
the global certificates will be available free of charge at the paying agent (as defined under "--Registrar and
Paying Agent"). Definitive certificates and interest coupons for individual notes will not be issued, unless DTC is
unable or unwilling to continue providing its services and a successor securities depository is not obtained. In
such a case, a noteholder may request the issue of definitive certificates representing its individual notes and
corresponding interest coupons (see "Clearing and Settlement--The Clearing Systems--DTC" in the
accompanying prospectus supplement).
Transfer. The notes may be transferred through DTC or its participants. Transfers of notes will require
appropriate entries in securities accounts as described in further detail under "Clearing and Settlement--
Transfers" in the accompanying prospectus supplement.
Status
The notes will constitute unsecured and unsubordinated obligations of KfW and will rank equally with all of
our other present and future unsecured and unsubordinated obligations, but subject to any applicable mandatory
statutory exceptions.
Interest
Interest Rate and Due Dates. The notes will bear interest at the rate of 2.250% per year as from February 22,
2018. The notes will cease to bear interest upon the end of the day preceding the day on which they become due
for redemption. Interest is payable, subject to the last two sentences of this subsection, in two equal semi-annual
installments in arrears on May 5 and November 5. The first interest payment, which will be for the period
commencing on February 22, 2018 (inclusive) and ending on November 5, 2018 (exclusive), will be due on
November 5, 2018. The interest amount for this period will total $23,718,750.00 for the aggregate principal
amount of $1,500,000,000.
PS-5


Late Payment. Should we fail to redeem the notes on the due date therefor, interest on the notes will, subject
to the provisions with respect to business days (as defined under "--Payments--Business Days" in this pricing
supplement), accrue beyond the due date until actual redemption of the notes at the default rate of interest
established by law. Under German law, the default rate is five percentage points above the base rate of interest
announced by the German Federal Bank effective as of January 1 and July 1 in each year. On December 19,
2017, the German Federal Bank announced a base rate of -0.88% per annum, making the default rate for the
first half of 2018 4.12%.
Accrued Interest. If it is necessary to compute interest for a period of other than a full year (the "Calculation
Period"), interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months (unless
(A) the last day of the Calculation Period is the 31st day of a month and the first day of the Calculation Period is
a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be
considered to be shortened to a 30-day month, or (B) the last day of the Calculation Period is the last day of the
month of February, in which case the month of February shall not be considered to be lengthened to a
30-day month).
Maturity; Repurchase
Maturity. The notes will be redeemed at their aggregate principal amount on November 5, 2019. Subject to
the provisions with respect to termination for default set forth under "--Termination for Default" in this pricing
supplement, neither will we be entitled to redeem, nor will any noteholder be entitled to demand the repayment
of the notes prior to their stated maturity.
Repurchase. We may at any time purchase and resell notes in the open market or otherwise at any price.
Notes so purchased and not resold by us may, at our option, be held or surrendered to the paying agent for
cancellation.
Payments
Payments. Payments of principal of, and interest on, the notes will be made in U.S. dollars on the relevant
payment date (see "--Payment Date and Due Date" below) to, or to the order of, the registered holder registered
at the close of business on the relevant record date (see "--Record Date" below) in the register kept by the
registrar. The funds will be distributed through the relevant DTC participants (see "Clearing and Settlement--
Certification and Custody" in the accompanying prospectus supplement) to the noteholders as of the relevant
record date.
All payments made by or on behalf of us to, or to the order of, the registered holder at the close of business on
the relevant record date in the register will discharge our liability under the notes to the extent of the sums so paid.
Record Date. The record date for purposes of payments of principal and interest (see "--Payments" above)
will be, in respect of each such payment, the tenth New York business day prior to the relevant payment date.
Business Days. If any due date for payment of principal or interest to, or to the order of, the registered
holder is not a New York business day, such payment will not be made until the next day which is a New York
business day, and no further interest will be paid in respect of the delay in such payment. "New York business
day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which
commercial banks are authorized or required by law, regulation or executive order to close in New York City.
Payment Date and Due Date. For the purposes of the terms and conditions of the notes, "payment date"
means the day on which the payment is actually to be made, where applicable as adjusted in accordance with the
preceding paragraph, and "due date" means the interest payment date or the maturity date set forth above,
without taking account of any such adjustment.
PS-6


Taxes
All payments by us in respect of the notes will be made without deduction or withholding of taxes or other
duties, unless such deduction or withholding is required by law. In the event of such deduction or withholding,
we will not be required to pay any additional amounts in respect of the notes. There will be no "gross-up"
provision requiring additional payments to be made in respect of the notes in the event of imposition of deduction
or withholding of taxes or other duties.
Termination for Default
Any noteholder may, at its option, through DTC, declare its notes due and demand repayment thereof at
their principal amount plus interest accrued to the date of repayment if we fail to pay any amount payable under
the notes within 30 days from the relevant due date. The right to declare notes due will cease if we have made
payment to, or to the order of, the registered holder before the noteholder has exercised such right. Any notice
declaring notes due will be made by means of a notice in text format (Textform, e.g. email or fax) or in written
form to be sent to us together with proof that such noteholder at the time of such notice is a holder of the relevant
notes by means of a certificate of the noteholder's custodian as set forth under "--Governing Law; Jurisdiction;
Enforcement and Language--Enforcement" in this pricing supplement. Definitive certificates and interest
coupons for individual notes will not be issued in the event of a default.
Registrar and Paying Agent
We will appoint DBTCA as initial registrar (the "registrar") and paying agent, and, to the extent required by
law, Deutsche Bank Aktiengesellschaft, Frankfurt am Main ("Deutsche Bank Frankfurt") as additional paying
agent (DBTCA and, if applicable, Deutsche Bank Frankfurt in performing such function, the "paying agent").
We reserve the right at any time to vary or terminate the appointment of the registrar or any paying agent or
approve any change in the office through which they act (the "specified office"), provided that there will at all
times be a registrar and a paying agent, and provided further that so long as the notes are listed on any stock
exchange (and the rules of such stock exchange so require), we will maintain a paying agent with a specified
office in the city in which such stock exchange is located. We will give notice of any change in the registrar or
the paying agent or in their specified offices by publication in the manner set forth under "--Notices" in this
pricing supplement.
The registrar and the paying agent in such capacities are acting exclusively as our agents and do not have
any legal relationship of whatever nature with the registered holder or any noteholder and are not in any event
accountable to the registered holder or any noteholder.
Further Issues
We reserve the right, from time to time without the consent of the noteholders, to issue additional notes, on
terms identical in all respects to those set forth in the terms and conditions of the notes (except that the date from
which interest will accrue may vary), so that such additional notes will be consolidated with, form a single issue
with and increase the aggregate principal amount of, the notes. The term "notes" will, in the event of such
increase, also include such additional notes.
Notices
All notices regarding the notes will be published (a) in the Federal Republic of Germany in the Federal
Gazette (Bundesanzeiger) and, to the extent legally required, in addition thereto, in any other form of media
prescribed by law; and (b) also in a leading daily newspaper printed in the English language and of general
circulation in New York City (expected to be The Wall Street Journal). Any notice will become effective for all
purposes on the third day following the date of its publication or, if published more than once or on different
dates, on the third day following the date of first publication.
PS-7


Governing Law; Jurisdiction; Enforcement and Language
Governing Law. The notes, both as to form and content, as well as our rights and duties and those of the
noteholders, will be governed by and will be construed in accordance with the laws of the Federal Republic of
Germany. Any disposition of the notes, including transfers and pledges, executed between DTC participants, and
between DTC itself and DTC participants, will be governed by the laws of the State of New York.
Jurisdiction. Any action or other legal proceedings arising out of or in connection with the notes may
exclusively be brought in the District Court (Landgericht) in Frankfurt am Main.
Enforcement. Any noteholder may in any proceedings against us or to which the noteholder and we are
parties protect and enforce in its own name its rights arising under its notes on the basis of (a) a certificate issued
by its custodian (i) stating the full name and address of the noteholder, (ii) specifying a principal amount of notes
credited on the date of such statement to such noteholder's securities account maintained with such custodian and
(iii) confirming that the custodian has given a written notice to DTC and the registrar containing the information
pursuant to (i) and (ii) and bearing acknowledgments of DTC and the relevant DTC participant and (b) copies of
the global certificates certified as being true copies by a duly authorized officer of DTC or the registrar. For
purposes of the foregoing, "custodian" means any bank or other financial institution of recognized standing
authorized to engage in securities custody business with which the noteholder maintains a securities account in
respect of any notes and includes DTC and its participants, including any other clearing system which
participates in DTC.
Language. The conditions are written in the English language and accompanied by a German language
translation. The English text will be controlling and binding. The German language translation is provided for
convenience only.
PS-8


SUPPLEMENTAL INFORMATION ON UNITED STATES TAXATION
The notes will be issued with a de minimis amount of original issue discount ("OID"). While a United States
holder is generally not required to include de minimis OID in income prior to the sale or maturity of the notes,
under recently enacted legislation, United States holders that maintain certain types of financial statements and
that are subject to the accrual method of tax accounting may be required to include de minimis OID on the notes
in income no later than the time upon which they include such amounts in income on their financial statements.
United States holders that maintain financial statements should consult their tax advisors regarding the tax
consequences to them of this legislation.
PS-9


SUBSCRIPTION AND SALE
Subscription Agreement
Deutsche Bank AG, London Branch, Goldman Sachs International and Morgan Stanley & Co. International
plc (collectively, the "managers") have agreed with us, severally and not jointly, pursuant to a subscription
agreement dated February 15, 2018 (the "subscription agreement"), to subscribe and pay for the principal amount
of the notes set forth opposite their respective names below at 99.993% of their principal amount.
Principal
amount
Managers
of notes
Deutsche Bank AG, London Branch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 500,000,000
Goldman Sachs International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 500,000,000
Morgan Stanley & Co. International plc . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 500,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,500,000,000
Under the terms and conditions of the subscription agreement, the managers are committed to take and pay
for all of the notes, if any are taken. After the initial public offering, the price to public may be changed.
We have agreed in the subscription agreement to indemnify the managers against certain liabilities,
including liabilities under the Securities Act of 1933. The managers have agreed to bear certain expenses relating
to the offering of the notes.
The notes will be offered for sale in those jurisdictions in the United States, Europe, Asia and elsewhere
where it is legal to make such offers. The selling restrictions applicable to the notes are set forth under
"Subscription and Sale--Certain Selling Restrictions" in the accompanying prospectus supplement.
Delivery and Settlement
It is expected that delivery of the notes will be made upon instruction of the managers against payment on or
about the closing date, which will be the sixth business day following the date of pricing of the notes (such
settlement being referred to as "T+6"). Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, as
amended, trades in the secondary market are required to settle in two business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery of the
notes hereunder may be required, by virtue of the fact that the notes will initially settle in T+6, to specify an
alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the
notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.
Notice by the Managers to Distributors regarding MiFID II Product Governance
The Managers acting in their capacity as manufacturers of the notes in the meaning of Directive 2014/65/EU
and implementing legislation (as amended, "MiFID II") hereby inform prospective distributors for the purpose of
the product governance rules under MiFID II that the target market assessment made by the Managers in respect
of the notes in accordance with the product governance rules under MiFID II has led the Managers to the
conclusion that: (i) the target market for the notes is eligible counterparties, professional clients and retail clients
each as defined in MiFID II; and (ii) all channels for distribution of the notes are appropriate. Any distributor
should take into consideration the Managers' 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 Managers' target market assessment), determining appropriate distribution channels and
performing the suitability and appropriateness assessment with respect to each client.
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