Obligation Nomura Global Finance PLC 1.75% ( XS0706881660 ) en EUR

Nomura Global Finance PLC

100 % ⇌

Royaume-uni

XS0706881660 ( en EUR )

1.75% par an ( paiement annuel )

28/12/2015 - Obligation échue

Prospectus brochure de l'obligation NOMURA BANK INTERNATIONAL PLC XS0706881660 en EUR 1.75%, échue

Nomura Bank International plc est une banque d'investissement britannique, filiale de Nomura Holdings, offrant des services de marchés financiers, de banque d'investissement et de gestion d'actifs à une clientèle institutionnelle mondiale.

L'obligation XS0706881660 émise par NOMURA BANK INTERNATIONAL PLC (Royaume-Uni), libellée en EUR, à un taux d'intérêt de 1,75% et échéant le 28/12/2015, a été remboursée à son prix nominal de 100% à maturité.

BASE PROSPECTUS
Dated 30 September 2021

NOMURA BANK INTERNATIONAL PLC
USD4,100,000,000
NOTE, WARRANT AND CERTIFICATE PROGRAMME
This document (the Base Prospectus) constitutes a base prospectus in respect of the Programme (as defined below). Any Securities
(as defined below) issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This Base Prospectus
constitutes a base prospectus issued in compliance with the Prospectus Regulation (as defined on page 6 below) for the purpose of
giving information with regard to the issue of the Securities under the Programme during the period of 12 months after the date hereof.
Websites and urls referred to herein do not form part of the Base Prospectus.
Under the terms of the Note, Warrant and Certificate Programme (the Programme), Nomura Bank International plc (the Issuer or
NBI) may from time to time issue notes (Notes) and redeemable certificates (redeemable Certificates and, together with Notes, N&C
Securities) or warrants (Warrants) and exercisable certificates (exercisable Certificates and, together with the Warrants, W&C
Securities, and W&C Securities together with N&C Securities, Securities). Securities of any kind may be issued as Exempt Securities
including but not limited to Securities relating to a specified index or a basket of indices (Index Linked Securities), a specified share
or a basket of shares, a specified American depositary receipt or global depositary receipt or a basket thereof (Equity Linked
Securities), a specified currency or a basket of currencies (FX Linked Securities), a specified commodity or commodity index or a
basket of commodities and/or commodity indices (Commodity Linked Securities), a specified fund or basket of funds (Fund Linked
Securities), a specified inflation index or a basket of inflation indices (Inflation Linked Securities), the credit of a specified entity or
entities (Credit Linked Securities), Index Linked Securities or Equity Linked Securities which are short price payout N&C Securities
(Short Price Payout N&C Securities) and excluded index securities linked to a series of preference shares (Preference Share Linked
N&C Securities) or any combination of the foregoing. Securities may also bear interest (in the case of N&C Securities) or additional
amounts (in the case of W&C Securities). Only Securities of a type specifically contemplated by this Base Prospectus may be issued
as Non-Exempt Securities. Each issue of N&C Securities will be issued on the terms set out herein which are relevant to such N&C
Securities under "Terms and Conditions of the N&C Securities" on pages 223 to 357 or "Terms and Conditions of the French law N&C
Securities" on pages 358 to 475, as applicable, (the N&C Securities Conditions) and any applicable Additional Terms and Conditions
on pages 566 to 874 (together with the N&C Securities Conditions, the Conditions) and each issue of W&C Securities will be issued
on the terms set out herein which are relevant to such W&C Securities under "Terms and Conditions of the W&C Securities" (the
W&C Securities Conditions) on pages 500 to 564 and any applicable Additional Terms and Conditions on pages 566 to 874 (together
with the W&C Securities Conditions, the Conditions), in each case, as such Conditions are completed by, and, in the case of Exempt
Securities only, as such Conditions may be modified or supplemented by, the applicable Final Terms (the Final Terms).
Where specified as applicable in the applicable Final Terms in respect of a series of N&C Securities issued under the Programme, such
series of N&C Securities will be issued with the benefit of a guarantee either from (a) Nomura Holdings, Inc. (the NHI Guarantor)
or, (b) Nomura Securities Co., Ltd. (the NSC Guarantor and, together with the NHI Guarantor, the Guarantors) pursuant to a deed
of guarantee executed by the relevant Guarantor on or about 30 September 2021 (each a Guarantee). The relevant Guarantee (if
applicable) will irrevocably and unconditionally guarantee the payment and delivery obligations in respect of the N&C Securities of
such series (see "Form of NHI Guarantee" and "Form of NSC Guarantee" respectively on pages 877 to 889). In relation to each series
of N&C Securities, the applicable Final Terms will specify whether such Securities are to be guaranteed by the NHI Guarantor or by
the NSC Guarantor. All references in the N&C Securities Conditions to the Guarantor will be construed to mean the NHI Guarantor
(where the relevant Final Terms specifies the NHI Guarantor as guarantor in respect of the relevant series of N&C Securities) or the
NSC Guarantor (where the relevant Final Terms specifies the NSC Guarantor as guarantor in respect of the relevant series of N&C
Securities).
Where specified as applicable in the applicable Final Terms in respect of a series of W&C Securities issued under the Programme,
such series of W&C Securities will be issued with the benefit of a guarantee from the NHI Guarantor pursuant to the relevant Guarantee
and pursuant to authorisation, on a case by case basis, by an executive officer of the NHI Guarantor authorised by the NHI Guarantor's
Executive Management Board (an NHI Approval). The relevant Guarantee (if applicable) will irrevocably and unconditionally
guarantee the payment and delivery obligations in respect of the W&C Securities of such series (see "Form of NHI Guarantee" on
pages 877 to 883). In relation to each series of W&C Securities, the applicable Final Terms will specify whether such Securities are
to be guaranteed by the NHI Guarantor and the date that the relevant authorisation was granted. W&C Securities will not be guaranteed
by the NSC Guarantor.
Each series of Securities issued with the benefit of a guarantee pursuant to a Guarantee are referred to herein as Guaranteed Securities.
The Guarantee will be governed by, and construed in accordance with, English law. The Securities will be governed by, and construed
in accordance with, English law or French law.

Prospective purchasers should note that a Guarantee will not be applicable in respect of a series of Securities unless expressly
specified in the applicable Final Terms and, in the case of W&C Securities, unless the date of the relevant NHI Approval is
specified in the applicable Final Terms. If the applicable Final Terms in respect of any series of Securities do not state that a
Guarantee is applicable to the Securities of such series and, in the case of W&C Securities, the date of the relevant NHI
Approval is not specified in the applicable Final Terms, then such Securities will not have the benefit of a Guarantee or any
other guarantee or similar arrangements from Nomura Holdings, Inc. or any other party.
Each of the Issuer and the Guarantors has a right of substitution as set out in N&C Securities Condition 18 or W&C Securities Condition
13, as applicable.
Securities may be issued on a continuing basis to one or more of Nomura International plc, Nomura Securities International, Inc.,
Nomura Bank International plc, Nomura Financial Products Europe GmbH, Nomura Singapore Limited and any additional Dealer
appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be
for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer will, in the case of an issue of
Securities being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Securities.
The maximum aggregate nominal amount of N&C Securities issued by the Issuer and from time to time outstanding under the
Programme will not exceed USD4,100,000,000 (or its equivalent in other currencies calculated as described in the Programme
Agreement and in the "General Description of the Programme" section below) unless such limit is varied in accordance with the
procedures specified under the Programme Agreement.
Securities issued under the Programme may be (i) admitted to trading on a regulated market in the European Economic Area (the EEA)
as defined in Directive 2014/65/EU (as amended, MiFID II) or offered in the EEA in circumstances where a prospectus is required to
be published under the Prospectus Regulation (a Non-Exempt N&C Security or a Non-Exempt W&C Security, as applicable, and
together Non-Exempt Securities) or (ii) neither admitted to trading on (a) a regulated market in the EEA as defined in MiFID II or (b)
a United Kingdom (UK) regulated market as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2019 (EUWA) nor offered in (a) the EEA or (b) in the UK in circumstances where a prospectus is
required to be published under the Prospectus Regulation or the Financial Services and Markets Act 2000, as the case may be (an
Exempt N&C Security or an Exempt W&C Security, as applicable, and together Exempt Securities).
This Base Prospectus has been approved as a base prospectus by the Central Bank of Ireland (the Central Bank), as Irish competent
authority under the Prospectus Regulation, in respect of Non-Exempt Securities only. At the start of each relevant section of this Base
Prospectus an indication is given whether the section applies to Exempt Securities, Non-Exempt Securities or both. Following the
publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the Central Bank in accordance with
Article 23 of the Prospectus Regulation and in accordance with the requirements of Euronext Dublin.
The Central Bank only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency
imposed by the Prospectus Regulation. Approval by the Central Bank of Ireland should not be considered as an endorsement of the
Issuer or Guarantor or the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the
Notes. Such approval relates only to the Non-Exempt Securities which are to be admitted to trading on the regulated market of the Irish
Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) or other regulated markets for the purposes of MiFID II or which
are to be offered to the public in a Member State of the EEA.
Application has been made to Euronext Dublin for Securities issued under the Programme to be admitted to its official list (the Official
List) and to trading on its regulated market. The regulated market of Euronext Dublin is a regulated market for the purposes of MiFID
II.
Application may also be made to (a) Euronext Dublin for Securities to be admitted to the Official List and to trading on its Global
Exchange Market (which is not a regulated market for the purposes of MiFID II), (b) to the Luxembourg Stock Exchange (the LuxSE)
for Non-Exempt Securities to be listed on the LuxSE's official list and to be admitted to trading on the LuxSE's regulated market (which
is a regulated market for the purposes of Markets in Financial Instruments Directive), once the Luxembourg Commission de
surveillance du secteur financier (CSSF) has been provided with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Regulation and (c) to the LuxSE for Exempt Securities to be listed on the LuxSE's official
list and to be admitted to trading on its Euro MTF market.
This Base Prospectus constitutes a "listing particulars" where required for the purposes of the listing of any Exempt Securities
(including, without limitation, any Exempt Securities listed on the Global Exchange Market of Euronext Dublin or the Euro MTF
Market of the LuxSE) and, for such purposes, does not constitute a "prospectus" for the purposes of the Prospectus Regulation. This
Base Prospectus also constitutes a base prospectus for purpose of Part IV of the Luxembourg act dated 16 July 2019 relating to
prospectuses for securities. This listing particulars has been approved by Euronext Dublin only for the purposes of Securities which
are listed on the Global Exchange Market and by the LuxSE only for purposes of Securities which are listed on the Euro MTF Market.
References in the Base Prospectus to "Final Terms" will be deemed to be references to "pricing supplement" for the purposes of all
Exempt Securities (whether those Securities are listed on the Global Exchange Market or the Euro MTF Market or otherwise). This

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Base Prospectus constitutes an "offering circular" for the purposes of any offers that are not Non-Exempt Offers (as defined below)
and for which listing particulars are not required.
The applicable Final Terms relating to the Securities will specify whether such Securities are to be admitted to trading on Euronext
Dublin's regulated market, Euronext Dublin's Global Exchange Market, the LuxSE's regulated market, the LuxSE's Euro MTF market,
any other market or no market.
References in this Base Prospectus to securities being listed (and all related references) shall mean that such securities have been either
(i) admitted to trading on Euronext Dublin's regulated market or its Global Exchange Market and admitted to its Official List, (ii)
admitted to trading on the LuxSE's regulated market or its Euro MTF market and admitted to the official list of the LuxSE, or (iii)
admitted to trading on any other market and admitted to any other official list, in each case, as specified in the applicable Final Terms
in each case, as applicable.
Notice of the aggregate nominal amount or issue size of Securities, interest or other interim amounts (if any) payable in respect of
Securities, the issue price of Securities, and certain other information which is applicable to each series of Securities will be set out in
the applicable Final Terms which, with respect to all Securities other than Exempt Securities will be (a) filed with the Central Bank
and, where listed in Ireland, Euronext Dublin or (b) where publicly offered or listed on a regulated market in Luxembourg, will be filed
with the CSSF. Copies of Final Terms in relation to Securities to be listed on Euronext Dublin will be published on the website of
Euronext Dublin (www.euronext.com/en/markets/dublin) and copies of Final Terms in relation to Securities to be listed on the LuxSE
will be published on the website of the LuxSE (www.bourse.lu).
The Programme provides that Securities may be listed or admitted to trading, as the case may be, on such other or further stock
exchange(s) or market(s) as may be agreed between the Issuer, the Guarantor (if applicable) and the relevant Dealer and specified in
the Final Terms. The Issuer may also issue unlisted Securities and/or Securities not admitted to trading on any market. Prospective
purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure to risks
and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial
condition. Certain issues of Securities involve a high degree of risk and potential investors should be prepared to sustain a loss of all
or part of their investment.
Where specified as applicable in the applicable Pricing Supplement (the Pricing Supplement) in respect of a series of N&C Securities
issued under the Programme, Nomura International (Hong Kong) Limited (the NIHK Guarantor) will, pursuant to a deed of guarantee
dated on or about the date of this Base Prospectus (the NIHK Guarantee), irrevocably and unconditionally guarantee the payment and
delivery obligations in respect of the N&C Securities of such series. The Issuer will not offer any series of N&C Securities under the
Programme which are guaranteed by the NIHK Guarantor (NIHK Guaranteed Securities) unless such N&C Securities are Exempt
N&C Securities, nor will the Issuer apply for the admission of any NIHK Guaranteed Securities to trading on any regulated market unless
it has submitted, and had approved by the Central Bank, a supplement to this Base Prospectus providing all disclosure relating to the
NIHK Guarantor. The form and nature of the NIHK Guarantee will be set out in the applicable Pricing Supplement.
This Base Prospectus may be filed in Switzerland with a review body (Prüfstelle) approved by the Swiss Financial Market Supervisory
Authority FINMA (FINMA) as a foreign prospectus that is deemed approved according to Article 54(2) of the Swiss Federal Financial
Services Act (FinSA) for entry on the list of approved prospectuses according to Article 64(5) FinSA, deposited with this review body
and published according to Article 64 FinSA. Notwithstanding anything else in this Base Prospectus, the Issuer may make offers of
Securities to the public in Switzerland (Swiss Non-exempt Offers), in respect of which the Issuer shall complete Final Terms.
References to Securities which are Swiss Non-Exempt Securities shall be to Securities which are the subject of such Swiss Non-
exempt Offers. The Issuer may also make offers of Securities in Switzerland pursuant to an exemption under Article 36(1) FinSA or
where such offers do not qualify as a public offer in Switzerland (Swiss Exempt Offers), in respect of which the Issuer shall complete
(i) if the relevant Securities are Non-Exempt Securities, Final Terms, or (ii) otherwise, a Pricing Supplement.
The long-term debt of the Issuer has been rated A- by S&P Global Ratings Japan Inc. (S&P Japan) and AA- by Japan Credit Rating
Agency, Ltd. (JCR) and the short-term debt of the Issuer has been rated A-2 by S&P Japan. Securities issued under the Programme
may be rated or unrated.
The long-term debt of the NHI Guarantor has been rated BBB+ by S&P Japan, Baa1 by Moody's Japan K.K. (Moody's Japan), A- by
Fitch Ratings Japan Limited (Fitch Japan), A by Rating and Investment Information, Inc. (R&I Japan) and AA- by JCR.
The long-term debt of the NSC Guarantor has been rated A- by S&P Japan, A3 by Moody's Japan, A- by Fitch Japan, A+ by R&I
Japan and AA- by JCR.
Each of Moody's Japan, S&P Japan and Fitch Japan is not established in the EEA and has not applied for registration under Regulation
(EC) No. 1060/2009 (as amended) (the CRA Regulation). The ratings have, however, been endorsed by Moody's Deutschland GmbH
(Moody's Deutschland), S&P Global Ratings Europe Limited (SPGRE) and Fitch Ratings Ireland Limited (Fitch Ratings)
respectively, in each case, in accordance with the CRA Regulation. Each of Moody's Deutschland, SPGRE and Fitch Ratings are
established in the EEA and are registered under the CRA Regulation. As such, Moody's Deutschland, SPGRE and Fitch Ratings are
included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on its website in

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accordance with the CRA Regulation. ESMA has indicated that ratings issued in Japan which have been endorsed by Moody's
Deutschland, SPGRE and/or Fitch Ratings (respectively) may be used in the EEA by the relevant market participants.
Each of Moody's Japan, S&P Japan and Fitch Japan is not established in the United Kingdom and has not applied for registration under
Regulation (EC) No. 1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK
CRA Regulation). The ratings have, however, been endorsed by Moody's Investors Service Ltd (Moody's UK), S&P Global Ratings
UK Limited (SPGRUK) and Fitch Ratings Ltd (Fitch UK) respectively, in each case, in accordance with the UK CRA Regulation.
Each of Moody's UK, SPGRUK and Fitch UK Ratings are established in the United Kingdom and are registered under the UK CRA
Regulation.
R&I Japan is not established in the EEA and is not registered in accordance with the CRA Regulation. R&I Japan is therefore not
included in the list of credit rating agencies published by ESMA on its website in accordance with the CRA Regulation.
JCR is not established in the EEA and has not applied for registration under the CRA Regulation, but it is certified in accordance with
the CRA Regulation and it is included in the list of credit rating agencies published by ESMA on its website in accordance with the
CRA Regulation.
Each of R&I Japan and JCR is not established in the United Kingdom and has not applied for registration under the UK CRA
Regulation.
Securities issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a
Tranche of Securities is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as any
rating that may be assigned to the Issuer or the Programme. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Please also refer to "Ratings of
the Securities" in the Risk Factors section of this Base Prospectus.
Amounts payable under the Securities may be calculated by reference to one or more "benchmarks" for the purposes of Regulation
(EU) No. 2016/1011 of the European Parliament and of the Council of 8th June, 2016 (the Benchmarks Regulation). In this case and
in respect of Non-Exempt Securities only, a statement will be included in the applicable Final Terms as to whether or not the relevant
administrator of the "benchmark" is included in ESMA' s register of administrators under Article 36 of the Benchmarks Regulation.
The Securities, the Guarantees and, in certain cases, the Entitlement (as defined herein) have not been and will not be registered under
the United States Securities Act of 1933, as amended (the Securities Act), or under any state securities laws, and the Securities may
not be offered, sold, transferred, pledged, delivered, exercised or redeemed, directly or indirectly, at any time within the United States or
to, or for the account or benefit of, or by, a U.S. person as defined in Regulation S under the Securities Act (Regulation S) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance
with all applicable securities laws of any State of the United States and any other jurisdiction. The Issuer has not registered and does
not intend to register as an investment company pursuant to the United States Investment Company Act of 1940, as amended (the 1940
Act) and the rules thereunder in reliance on an exclusion from the definition of "investment company" pursuant to Section 3(c)(7) of
the 1940 Act. The Issuer may offer and sell Securities of certain issues within the United States or to, or for the account or benefit of,
U.S. persons provided that such offers and sales are made only to persons reasonably believed by the Issuer to be "qualified institutional
buyers" (each a QIB) as defined in Rule 144A under the Securities Act (Rule 144A) who are also each a "qualified purchaser" (QP)
within the meaning of Section 2(a)(51)(A) of the 1940 Act and the rules and regulations thereunder and who have executed an Investor
Representation Letter (as defined herein) prior to acquiring any interest in the Securities. Each purchaser of Securities being offered
within the United States or to, or for the account or benefit of, a U.S. person is hereby notified that the offer and sale of such Securities
is being made in reliance upon an exemption from the registration requirements of the Securities Act and the 1940 Act and one or more
exemptions and/or exclusions from regulation under the United States Commodity Exchange Act of 1936, as amended (the CEA).
Securities may also be offered and sold outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation
S. Investors in the Securities will be deemed to have made or be required to make certain representations and warranties in connection
with purchasing the Securities. See "Notice to Purchasers and Holders of Securities and Transfer Restrictions" on pages 896 to 904.
In certain circumstances, redemption or exercise of Securities will be conditional upon certification as to non-U.S. beneficial ownership
or, in the case of certain Series of Securities, that the holder (and any person on whose behalf the holder is acting) is a QIB and a QP.
See "Terms and Conditions of the N&C Securities" on pages 223 to 357. "Terms and Conditions of the W&C Securities" on pages 500
to 564 and "Notice to Purchasers and Holders of Securities and Transfer Restrictions" on pages 896 to 904. Securities sold in the
United States or to, or for the account or benefit of, U.S. persons who are QIBs and also QPs will, unless otherwise specified in the
applicable Final Terms, be sold through a registered broker dealer in the United States or otherwise in compliance with the provisions
of the U.S. Securities Exchange Act of 1934, as amended. In addition, certain Securities (including, but not limited to, Permanent
Global W&C Securities) may not at any time be offered, sold or delivered in the United States or to, or for the account or benefit of,
any person who is (a) a "U.S. person" as defined in Regulation S, (b) a person other than a "Non-United States person" as defined in
Rule 4.7 under the CEA, (c) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with
Certain Swap Regulations promulgated by the United States Commodity Futures Trading Commission (the CFTC), or the final rule
relating to Cross-Border Application of the Registration Thresholds and Certain Requirements Applicable to Swap Dealers and Major
Swap Participants promulgated by the CFTC, in each case as amended, modified or supplemented from time to time, pursuant to the

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CEA, (d) any other "U.S. person" as such term may be defined in Regulation S or in regulations or guidance adopted under the CEA,
or (e) a "United States person" as defined in the United States Internal Revenue Code of 1986, as amended and the United States
Treasury regulations promulgated thereunder, in each case, as such definition may be amended, modified or supplemented from time
to time (each such person, a U.S. Person), nor may any U.S. Persons at any time trade or maintain a position in such Securities.
The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission (the SEC), any State securities
commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Securities or the accuracy or adequacy of this Base Prospectus. The Securities do not
constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the CEA,
and trading in the Securities has not been approved by the CFTC pursuant to the CEA. Any representation to the contrary is a criminal
offence in the United States.
All payments in respect of the N&C Securities will be made without deduction for or on account of withholding taxes imposed
by any Tax Jurisdiction as provided in N&C Securities unless any such deduction is required by law. In the event that (i) any
such deduction is required and (ii) the relevant N&C Securities are specified as being "Reference Item Linked N&C Securities"
in the applicable Final Terms, unless the provisions of Condition 9.1.2 are specified to apply to the Securities in the applicable
Final Terms, neither the Issuer nor the Guarantor (if applicable) will be required to pay any additional amounts to cover the
amounts so deducted.
A holder of a W&C Security must pay all taxes, duties and/or expenses arising from the exercise and settlement of such W&C
Security and/or delivery of the Entitlement, if applicable. The Issuer shall not be liable for tax, duty, withholding or other
payment which may arise as a result of the ownership, transfer, exercise or enforcement of any W&C Security and all payments
will be made subject to any such tax, duty, withholding or other payment.
For a description of certain further restrictions on offers and sales of the Securities and on the distribution of this Base Prospectus, see
"Offering and Sale" on pages 938 to 959.
Each issue of Securities will be issued in the form set out in Form of the Securities on pages 159-166.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant Securities and the extent of
their exposure to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own
circumstances and financial condition. Securities involve a high degree of risk and potential investors should be prepared to
sustain a total loss of the purchase price of their Securities. See "Risk Factors" on pages 17 to 101.
Arranger and Dealer
NOMURA INTERNATIONAL PLC

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5

IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus in respect of all Securities other than Exempt
Securities issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. When
used in this Base Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129.
Each of the Issuer and the Guarantors (the Responsible Persons) accepts responsibility for (i) the
information contained in this Base Prospectus, (ii) in the case of the Issuer and the Guarantor (where
applicable) in respect of a particular Tranche of Non-Exempt Securities issued under the Programme,
for the Final Terms for that Tranche of Securities, and (iii) in the case of the Issuer and the Guarantor
(where applicable) in respect of a particular Tranche of Exempt Securities issued under the Programme,
for the Pricing Supplement for that Tranche of Securities. To the best of the knowledge of the
Responsible Persons (each having taken all reasonable care to ensure that such is the case), the
information contained in this Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Information contained in this Base Prospectus which is sourced from a third party (including the
information under the heading "Book-Entry Clearance Systems" below which has been extracted from
information from the relevant clearing systems) has been accurately reproduced and, as far as each of
the Issuer and the Guarantors are aware and are able to ascertain from information published by the
relevant third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. Each of the Issuer and the Guarantors have also identified the source(s) of
such information. No person is or has been authorised by the Issuer, the Guarantors, the NIHK
Guarantor or any Dealer to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied in connection with the
Programme and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer, the Guarantors, the NIHK Guarantor or any Dealer of an issue of
Securities.
This document does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom
it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the
Securities or the distribution of this document in any jurisdiction where any such action is required.
This document is to be read and construed in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference" on pages 118 to 125). This
document shall be read and construed on the basis that those documents are incorporated and form
part of this Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Base Prospectus
refers does not form part of this Base Prospectus and has not been scrutinised or approved by the
Central Bank of Ireland.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from
its date in relation to Securities that are to be admitted to trading on a regulated market in the EEA
and/or offered to the public in the EEA other than in circumstances where an exemption is available
under Article 1(4) and/or 3(2) of the Prospectus Regulation. 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.

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6

The requirement to publish a prospectus under the Prospectus Regulation only applies to Securities
which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in
the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of
the Prospectus Regulation.
The Securities of each issue may be sold by the Issuer and/or any Dealer at such time and at such prices
as the Issuer and/or the Dealer(s) may select. There is no obligation upon the Issuer or any Dealer to
sell all of the Securities of any issue. The Securities of any issue may be offered or sold from time to
time in one or more transactions in the over-the-counter market or otherwise at prevailing market prices
or in negotiated transactions, at the discretion of the Issuer.
Subject as provided in the N&C Securities Conditions and the W&C Securities Conditions, as
applicable, the Issuer shall have complete discretion as to what type of Securities it issues and when.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by any Dealer as to the accuracy or completeness of the information contained in this Base
Prospectus or any other information provided by the Issuer or the Guarantors in relation to the
Programme. No Dealer accepts any liability in relation to the information contained or incorporated by
reference in this Base Prospectus or any other information provided by the Issuer or the Guarantors in
connection with the Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer, the Guarantors, the NIHK Guarantor or any Dealer that
any recipient of this Base Prospectus or any other information supplied in connection with the
Programme or any Securities should purchase any Securities. Each investor contemplating purchasing
any Securities should make its own independent investigation of the financial condition and affairs, and
its own appraisal of the creditworthiness, of the Issuer, the Guarantors and the NIHK Guarantor.
Neither this Base Prospectus nor any other information supplied in connection with the Programme nor
any issue of Securities constitutes an offer or an invitation by or on behalf of the Issuer, the Guarantors,
the NIHK Guarantor or any Dealer or any other person to subscribe for or to purchase any Securities.
None of the Dealers, the Issuer, the Guarantors or the NIHK Guarantor makes any representation to
any investor in the Securities regarding the legality of its investment under any applicable laws. Any
investor in the Securities should be able to bear the economic risk of an investment in the Securities for an
indefinite period of time.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Securities shall in
any circumstances imply that the information contained in it concerning the Issuer and the Guarantors
is correct at any time subsequent to its date or that any other information supplied in connection with
the Programme is correct as of any time subsequent to the date indicated in the document containing
the same. No Dealer undertakes to review the financial condition or affairs of the Issuer or the
Guarantors during the life of the Programme or to advise any investor in Securities issued under the
Programme of any information coming to their attention.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Non-Exempt Securities
or Pricing Supplement in respect of Exempt Securities, includes a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Securities 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 EEA other than (i) during any
PRIIPs Compliant Sales Period and (ii) in any PRIIPs Retail Offer Jurisdiction, in each case, as specified in
the applicable Final Terms or Pricing Supplement.

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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 (the Insurance Distribution Directive), 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 the Prospectus Regulation.
Consequently, other than in any PRIIPs Retail Offer Jurisdiction and during any PRIIPs Compliant Sales
Period, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs
Regulation) for offering or selling the Securities or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Non-Exempt Securities,
or Pricing Supplement in respect of Exempt Securities, includes a legend entitled "Prohibition of Sales to UK
Retail Investors", the Securities 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 United Kingdom (UK) other than
during any UK PRIIPs Compliant Sales Period, as specified in the applicable Final Terms or Pricing
Supplement.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA;
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1)
of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
EUWA.
Consequently, other than during any UK PRIIPs Compliant Sales Period, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK
PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors
in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market The manufacturer(s) will separately provide details of
its/their target market assessment in respect of the Securities and which channels for distribution of the
Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (a
distributor) should take into consideration this target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining this target market assessment) and determining appropriate distribution channels, subject,
where relevant, to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
Any target market assessment is without prejudice to the requirements of any contractual or legal selling
restrictions in relation to the Securities.
For the avoidance of doubt, any target market assessment would not constitute: (a) an assessment of suitability
or appropriateness for the purposes of MiFID II; or (b) a recommendation to any specific investor or group of
investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Securities is a manufacturer in respect of such Securities, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.

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UK MiFIR product governance / target market the manufacturer(s) will separately provide details of
its/their target market assessment in respect of the Securities and which channels for distribution of the
Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (a
distributor) should take into consideration this target market assessment; however, a distributor subject to the
Product Governance rules contained in the FCA Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market
assessment in respect of the Securities (by either adopting or refining this target market assessment) and
determining appropriate distribution channels, subject, where relevant, to the distributor's suitability and
appropriateness obligations under the UK MiFIR Product Governance Rules, as applicable.
Any target market assessment is without prejudice to the requirements of any contractual or legal selling
restrictions in relation to the Securities.
For the avoidance of doubt, any target market assessment would not constitute: (a) an assessment of suitability
or appropriateness for the purposes of the UK MiFIR Product Governance Rules; or (b) a recommendation to
any specific investor or group of investors to invest in, or purchase, or take any other action whatsoever with
respect to the Securities.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Securities is a manufacturer in respect of such Securities,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SECURITIES
Certain Tranches of Securities with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Regulation to publish a prospectus. Any such offer is referred to as a Non-Exempt Offer.
If, in the context of a Non-Exempt Offer, you are offered Securities by any entity, you should check that such
entity has been given consent to use this Base Prospectus for the purposes of making such offer before agreeing
to purchase any Securities. The following entities have consent to use this Base Prospectus in connection with
a Non-Exempt Offer:

any entity named as a Dealer or Manager in the applicable Final Terms;

any financial intermediary specified in the applicable Final Terms as having been granted specific
consent to use the Base Prospectus;

any financial intermediary named on the Issuer's website (see the "Corporate Disclosure" section at
www.nomuranow.com) as an Authorised Offeror (as defined below) in respect of the relevant Non-
Exempt Offer (if that financial intermediary has been appointed after the date of the applicable Final
Terms).
The entities listed above have been given consent to use the Base Prospectus only during the Offer Period
specified in the applicable Final Terms and only extends to the use of this Base Prospectus to make Non-
Exempt Offers of the relevant Tranche of Securities in the Non-Exempt Offer Jurisdictions (as defined below),
as specified in the applicable Final Terms. Other than as set out above, neither the Issuer nor the Guarantors
has authorised the making of any Non-Exempt Offer by any person and the Issuer has not consented to the use
of this Base Prospectus by any other person in connection with any Non-Exempt Offer of Securities.
Please see below for certain important legal information relating to Non-Exempt Offers.

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Restrictions on Non-Exempt offers of Securities in relevant Member States
This Base Prospectus has been prepared on a basis that permits Non-Exempt Offers of Securities in each
Member State in relation to which the Issuer has given its consent, as specified in the Final Terms (each
specified State a Non-Exempt Offer Jurisdiction and together the Non-Exempt Offer Jurisdictions).
However, any person making or intending to make a Non-Exempt Offer of Securities on the basis of this Base
Prospectus must do so only with the Issuer's consent to the use of this Base Prospectus as provided under
"Consent given in accordance with Article 5(1) of the Prospectus Regulation" below and provided such person
complies with the conditions attached to that consent.
Consent given in accordance with Article 5(1) of the Prospectus Regulation
In the context of a Non-Exempt Offer of Securities, the Issuer and the Guarantors accept responsibility, in each
of the Non-Exempt Offer Jurisdictions, for the content of this Base Prospectus in relation to any person (an
Investor) who purchases any Securities in a Non-Exempt Offer made by a Dealer or an Authorised Offeror
(as defined below), where that offer is made during the Offer Period specified in the applicable Final Terms
and provided that the conditions attached to the giving of consent for the use of this Base Prospectus are
complied with. The consent and conditions attached to it are set out under "Consent" and "Common Conditions
to Consent" below.
None of the Issuer, the Guarantors or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities
law requirements in relation to any Non-Exempt Offer and none of the Issuer or any Dealer has any
responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, neither the Issuer nor the Guarantors
has authorised the making of any Non-Exempt Offer by any offeror and the Issuer has not consented to
the use of this Base Prospectus by any other person in connection with any Non-Exempt Offer of
Securities. Any Non-Exempt Offer made without the consent of the Issuer is unauthorised and none of
the Issuer, the Guarantors and, for the avoidance of doubt, any Dealer accepts any responsibility or
liability in relation to such offer or for the actions of the persons making any such unauthorised offer.
If, in the context of a Non-Exempt Offer, an Investor is offered Securities by a person which is not an
Authorised Offeror, the Investor should check with that person whether anyone is responsible for this Base
Prospectus for the purposes of the relevant Non-Exempt Offer and, if so, who that person is. If the Investor is
in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents it
should take legal advice.
Consent
In connection with each Tranche of Securities and subject to the conditions set out below under "Common
Conditions to Consent", the Issuer consents to the use of this Base Prospectus (as supplemented as at the
relevant time, if applicable) in connection with a Non-Exempt Offer of such Securities by:
(i)
the relevant Dealer(s) or Manager(s) specified in the applicable Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms; and
(iii)
any other financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on the Issuer's website (see the "Corporate Disclosure" section at
www.nomuranow.com) and identified as an Authorised Offeror in respect of the relevant Non-Exempt
Offer.
The financial intermediaries referred to in paragraphs (ii) and (iii) above are together the Authorised Offerors
and each an Authorised Offeror.

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