Obligation Mercedes-Benz Group GmbH 2% ( XS0858468415 ) en CAD

Société émettrice Mercedes-Benz Group GmbH
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  XS0858468415 ( en CAD )
Coupon 2% par an ( paiement annuel )
Echéance 27/11/2015 - Obligation échue



Prospectus brochure de l'obligation MERCEDES-BENZ GROUP AG XS0858468415 en CAD 2%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Mercedes-Benz Group AG est un constructeur automobile allemand de véhicules de luxe, de camions, d'autobus et d'autres produits liés à la mobilité, issu de la scission de Daimler AG.

L'Obligation émise par Mercedes-Benz Group GmbH ( Allemagne ) , en CAD, avec le code ISIN XS0858468415, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/11/2015








This document constitutes (a) six base prospectuses for the purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"), each in respect of non-equity securities within the meaning of Article 2(c)
of the Prospectus Regulation: (i) the base prospectus of Mercedes-Benz Group AG, (ii) the base prospectus of Mercedes-Benz Australia/Pacific Pty Ltd
(ABN 23 004 411 410), (iii) the base prospectus of Mercedes-Benz International Finance B.V., (iv) the base prospectus of Daimler Canada Finance
Inc., (v) the base prospectus of Daimler Finance North America LLC, and (vi) the base prospectus of Mercedes-Benz Finance Co., Ltd. (each a "Base
Prospectus" and, together, the "Base Prospectuses"), and (b) six alleviated base prospectuses for the purposes of Article 22 of the Luxembourg Law
on Prospectuses for Securities (loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières; the "Luxembourg Prospectus Act"), each in
respect of non-equity securities with a maturity at issue of less than twelve months which qualify as money market instruments within the meaning of
Article 17(1) and Part III Chapter 1 of the Luxembourg Prospectus Act: (i) the alleviated base prospectus of Mercedes-Benz Group AG, (ii) the alleviated
base prospectus of Mercedes-Benz Australia/Pacific Pty Ltd (ABN 23 004 411 410), (iii) the alleviated base prospectus of Mercedes-Benz Group
International Finance B.V., (iv) the alleviated base prospectus of Daimler Canada Finance Inc., (v) the alleviated base prospectus of Daimler Finance
North America LLC, and (vi) the alleviated base prospectus of Mercedes-Benz Finance Co., Ltd. (each an "Alleviated Base Prospectus" and, together,
the "Alleviated Base Prospectuses" and, together with the Base Prospectuses, the "Prospectus").

Mercedes-Benz Group AG
Stuttgart, Federal Republic of Germany
Mercedes-Benz Australia/Pacific Pty Ltd
(ABN 23 004 411 410)
Mulgrave, Victoria, Australia
Mercedes-Benz International Finance B.V.
Nieuwegein, the Netherlands
Daimler Canada Finance Inc.
Montréal, Quebec, Canada
Daimler Finance North America LLC
Delaware, USA
Mercedes-Benz Finance Co., Ltd.
Tokyo, Japan
EUR 70,000,000,000
Euro Medium Term Note Programme (the "Programme")
unconditionally and irrevocably guaranteed by
Mercedes-Benz Group AG
Stuttgart, Federal Republic of Germany
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity
as competent authority under the Prospectus Regulation and the Luxembourg Prospectus Act. The CSSF only approves
this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation and the Luxembourg Prospectus Act. Approval by the CSSF should not be considered as an endorsement of
the Issuers (as defined below) or the quality of the Notes (as defined below) that are the subject of this Prospectus. In
accordance with Article 6 (4) of the Luxembourg Prospectus Act (with regard to the Base Prospectuses) and in accordance
with Article 34 (3) of the Luxembourg Prospectus Act (with regard to the Alleviated Base Prospectuses), by approving
this Prospectus, the CSSF assumes no responsibility for the economic or financial soundness of the transactions
contemplated by this Prospectus or the quality and solvency of any of the Issuers. Investors should make their own
assessment as to the suitability of investing in the Notes.




In addition, the Issuers have requested the CSSF to provide (i) the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) in its capacity as competent authority in the Federal Republic of
Germany under the Prospectus Regulation, and (ii) the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten) in its capacity as competent authority in the Netherlands under the Prospectus Regulation
with certificates of approval in accordance with Article 25 (1) of the Prospectus Regulation attesting that the Base
Prospectuses have been drawn up in accordance with the Prospectus Regulation (each, a "Notification"). The Issuers may
request the CSSF to provide competent authorities in additional Member States of the European Economic Area (the
"EEA") with similar Notifications.
Application has been made to list notes to be issued under the Programme (the "Notes") on the official list of the
Luxembourg Stock Exchange and to admit them to trading on the regulated market "Bourse de Luxembourg" of the
Luxembourg Stock Exchange or on the professional segment of the regulated market of the Luxembourg Stock Exchange.
The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2014/65/EU
of the European Parliament and of the Council of May 15, 2014 on markets in financial instruments and amending
Directive 2002/92/EC and Directive 2011/61/EU, as amended ("MiFID II"). Notes to be issued under the Programme
may also be listed on an alternative stock exchange or may not be listed at all. The payments of all amounts due in respect
of Notes (other than Notes to be issued by Mercedes-Benz Group AG) will be unconditionally and irrevocably guaranteed
by Mercedes-Benz Group AG.
This Prospectus, any document incorporated by reference in this Prospectus and any supplement hereto will be published
in electronic form on the website of the Luxembourg Stock Exchange (https://www.bourse.lu/programme/Programme-
MercedesBenzGrp/2370) and will be viewable on, and obtainable free of charge from, such website. For the avoidance
of doubt, any information contained in the aforementioned website (other than the information incorporated by reference
in this Prospectus (as described in the section entitled "Table of Documents Incorporated by Reference")), does not form
part of this Prospectus and has not been scrutinized or approved by the CSSF.
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for a period of twelve months from
its Date of Approval (in relation to Notes 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 Article 3(2) of the Prospectus Regulation) i.e. until (and including) May 17, 2023. The obligation to
supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy shall
not apply once this Prospectus is no longer valid. During its time of validity the Issuers shall not be obliged to
supplement this Prospectus in case it is not being used in connection with an issue of Notes which shall be admitted
to trading on a regulated market in the EEA and/or offered to the public in the EEA in circumstances where no
exemption is available under Article 1(4) and/or Article 3(2) of the Prospectus Regulation.
An investment in Notes to be issued under the Programme involves certain risks which should be considered by
prospective investors. A discussion of these risks is set out in the section entitled "Risk Factors".

Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Deutsche Bank
HSBC
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit



Prospectus dated May 17, 2022

(the Date of Approval)












IMPORTANT NOTICE
The purpose of this Prospectus is to give information with regard to Mercedes-Benz Group AG (formerly:
Daimler AG ("DAG")) ("MBG" or the "Guarantor" and, together with its subsidiaries, the "Mercedes-Benz
Group", the "Group" or "Mercedes-Benz"), Mercedes-Benz Australia/Pacific Pty Ltd (ABN 23 004 411 410)
("MBAP"), Mercedes-Benz International Finance B.V. (formerly: Daimler International Finance B.V. ("DIF"))
("MBIF"), Daimler Canada Finance Inc. ("DCFI"), Daimler Finance North America LLC ("DFNA") and
Mercedes-Benz Finance Co., Ltd. ("MBFJ") (each an "Issuer" and together, the "Issuers") and the
EUR 70,000,000,000 Euro Medium Term Note Programme of the Issuers.
This Prospectus is to be read and construed in conjunction with any supplement hereto and all documents
which are incorporated by reference herein (see the section entitled "Documents Incorporated by Reference")
and, in relation to any Tranches (as defined below) of Notes, together with the relevant Final Terms (as defined
below). This Prospectus shall be read and construed on the basis that such documents are incorporated by
reference in and form part of this Prospectus.
The binding language of this Prospectus is English (with the exception of the section entitled "Form of the
Guarantee", whose binding language is German). Each of the sections entitled "Form of the Final Terms" and
"Terms and Conditions of the Notes" is accompanied by a German language translation. The binding language
of the Final Terms and the Conditions (as defined below) prepared in relation to Notes to be issued under the
Programme may be German or English as set out in the relevant Final Terms and/or the relevant Conditions.
The Dealers (as defined below) have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the
Dealers as to the accuracy or completeness of the information contained in, or incorporated by reference in,
this Prospectus or any other information provided by the Issuers in connection with the Programme or the
Notes to be issued under the Programme. The Dealers accept no liability in relation to the information
contained in, or incorporated by reference in, this Prospectus or any other information provided by the Issuers
in connection with the Programme or the Notes to be issued under the Programme or their distribution. The
statements made in this paragraph are without prejudice to the respective responsibilities of the Issuers and the
Guarantor under the Programme.
Neither this Prospectus nor any Final Terms nor any other information supplied in connection with the
Programme or any Notes constitutes an offer or an invitation to subscribe for or purchase any Notes or is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by either the Issuers, the Guarantor, the Dealers or any of them that any recipient of this
Prospectus or any Final Terms or any other information supplied in connection with the Programme or the
Notes should subscribe for or purchase any of the Notes. Each investor contemplating subscribing for or
purchasing Notes should make its own independent investigation of the financial condition and affairs and its
own appraisal of the creditworthiness of the relevant Issuer and the Guarantor and each recipient of this
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition
(financial or otherwise) of the relevant Issuer and the Guarantor.
No person has been authorized by any of the Issuers or the Guarantor to give any information or to make any
representations not contained in or not consistent with the information and the representations set out in this
Prospectus or any other document entered into in connection with the issue or sale of any Notes under the
Programme, and, if given or made, such information or representations must not be relied upon as having been
authorized by the Issuers, the Guarantor or the Dealers.
Neither the delivery of this Prospectus nor the offering, sale, issue or delivery of any Notes shall, in any
circumstances, imply that the information contained herein is correct at any time subsequent to the date hereof
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. The Dealers expressly do not undertake to review


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the financial condition or affairs of the Issuers and the Guarantor during the life of the Programme or to advise
any investor in the Notes of any information coming to their attention. Investors should review, inter alia, the
most recently published financial statements of the relevant Issuer and the Guarantor (if applicable) when
deciding whether or not to subscribe for or purchase any Notes.
Each Issuer and the Guarantor have undertaken with the Dealers to supplement this Prospectus in accordance
with Article 23 of the Prospectus Regulation or publish a new Prospectus in the event that any significant new
factor, material mistake or material inaccuracy relating to the information included in this Prospectus which is
capable of affecting the assessment of the Notes to be issued under the Programme arises or is noted between
the time when this Prospectus is approved and the final closing of any Tranche of Notes offered to the public
or, as the case may be, trading of any Tranche of Notes on a regulated market begins, whichever occurs later.
Such supplement or new Prospectus will be viewable on, and obtainable free of charge from, the website of
the Luxembourg Stock Exchange (https://www.bourse.lu/programme/Programme-MercedesBenzGrp/2370).
The Notes and the unconditional and irrevocable guarantee (the "Guarantee") given by MBG for the
due payment of amounts due on any Notes (issued by any Issuer other than MBG under the Programme)
have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). The Notes may be subject to U.S. tax law requirements. The Notes may not be offered
or sold within 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. See the section entitled "Selling Restrictions".
This document may not be passed on to any person in the United Kingdom except to investment
professionals or other persons in circumstances in which Section 21(1) of the Financial Services and
Markets Act 2000 (the "FSMA") does not apply.
The Notes have not been and will not be qualified for sale under the securities laws of Canada or any
province or territory thereof and may not be offered or sold, directly or indirectly, in Canada, or to, or
for the benefit of, any resident thereof, in contravention of any such laws.
The Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws or regulations.
Prohibition of Sales to Retail Investors in the European Economic Area ­ If the relevant Final Terms
include a legend entitled "Prohibition of Sales to Retail Investors in the European Economic Area", 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 any member state of 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 MiFID II;
(ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council
of January 20, 2016 on insurance distribution, as amended (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. If the relevant Final Terms include the
above-mentioned legend, no key information document required by Regulation (EU) No. 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA 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.
If the relevant Final Terms specify "Prohibition of Sales to Retail Investors in the European Economic Area"
as "Not Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to each Member State
of the EEA (each, a "Relevant Member State"), any offer of Notes will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly,
any person making or intending to make an offer in that Relevant Member State of Notes which are the subject


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of an offering/placement contemplated in this Prospectus as completed by Final Terms in relation to the offer
of those Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer
to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant
to Article 23 of the Prospectus Regulation, in each case, in relation to such offer, or (ii) if a prospectus for such
offer has been approved by the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant Member
State and (in either case) published, all in accordance with the Prospectus Regulation, provided that any such
prospectus has subsequently been completed by Final Terms which specify that offers may be made other than
pursuant to Article 1(4) of the Prospectus Regulation in that Relevant Member State and such offer is made in
the period beginning and ending on the dates specified for such purpose in such prospectus or relevant Final
Terms, as applicable, and the Issuer has consented in writing to the use of such prospectus for the purpose of
such offer. Except to the extent sub-paragraph (ii) above may apply, neither the Issuers nor the Guarantor nor
any Dealer have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which
an obligation arises for the Issuers or the Guarantor or any Dealer to publish or supplement a prospectus for
such offer.
Prohibition of Sales to Retail Investors in the United Kingdom ­ If the relevant Final Terms include a
legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom", 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 United Kingdom. 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 the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets
Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, 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 the domestic law of the United
Kingdom by virtue of the EUWA; or (iii) if so specified in the relevant Final Terms, not a qualified investor
as defined in Article 2 of the Prospectus Regulation as it forms part of the domestic law of the United Kingdom
by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended) as it forms part of the domestic law of the United
Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the United Kingdom has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.
If the relevant Final Terms specify "Prohibition of Sales to Retail Investors in the United Kingdom" as "Not
Applicable", except to the extent sub-paragraph (ii) below may apply, in relation to the United Kingdom, any
offer of Notes will be made pursuant to an exemption under the UK Prospectus Regulation from the
requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make
an offer in the United Kingdom of Notes which are the subject of an offering/placement contemplated in this
Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation,
in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in the United Kingdom and published, all in accordance with the UK Prospectus Regulation, provided
that any such prospectus has subsequently been completed by Final Terms which specify that offers may be
made other than pursuant to Article 1(4) of the UK Prospectus Regulation and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or relevant Final Terms, as
applicable, and the Issuer has consented in writing to the use of such prospectus for the purpose of such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuers nor the Guarantor nor any Dealer
have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuers or the Guarantor or any Dealer to publish or supplement a prospectus for such
offer.


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Each Dealer and/or further financial intermediary subsequently reselling or finally placing Notes to be issued
under the Programme may be entitled to use this Prospectus as set out in the section entitled "Consent to the
Use of this Prospectus".
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such credit rating and the
respective rating agency will be specified in the relevant Final Terms. Any credit ratings assigned to the Notes
are not recommendations to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to
market price or suitability for a particular investor. There is no assurance that these ratings will remain in effect
for any given period of time or that the ratings will not be revised or withdrawn entirely in the future by the
respective rating organizations if in their judgment circumstances so warrant.
Any credit ratings assigned to the Notes may not reflect the potential impact of all risks related to structure
and other factors on the value of the Notes. In addition, real or anticipated changes in any credit ratings assigned
to the Notes will generally affect the market value of the Notes.
Any credit ratings in respect of the Notes or an Issuer are, in respect of an offer or invitation for the issue, sale
or purchase of Notes in Australia (including an offer or invitation which is received by a person in Australia),
for disclosure or distribution only to a person who is not a "retail client" within the meaning of section 761G
of the Corporations Act 2001 of Australia (the "Corporations Act") but is a sophisticated investor,
professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or
Chapter 7 of the Corporations Act and, in all cases, who is otherwise permitted to receive credit ratings in
accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not
such a person is not entitled to receive this Prospectus and anyone who receives this Prospectus must not
distribute it to any person who is not entitled to receive it.
This Prospectus and any Notes to be issued under the Programme are not for distribution to any person in
Australia who is a retail client for the purposes of section 761G of the Corporations Act. No target market
determination has been or will be made for the purposes of Part 7.8A of the Corporations Act.
Prospective investors should not construe anything in this Prospectus as "financial product advice" for
the purposes of Chapter 7 of the Corporations Act.
Product Classification pursuant to Section 309B of the Securities and Futures Act 2011 (the "SFA"): In
connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations"), each Issuer has determined and hereby notifies all
relevant persons (as defined in Section 309(A)(1) of the SFA), that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Where Notes (other than Fixed Rate Notes which bear an interest rate of zero per cent.) are issued by (a) MBFJ
or (b) MBG, MBAP, MBIF or DCFI, in circumstances where any interest on the Notes is attributable to a
business conducted by such Issuer of the Notes through its permanent establishment in Japan in the manner
provided for in the Special Taxation Measures Law of Japan, interest payments on the Notes will generally be
subject to Japanese withholding tax, unless the Holder establishes that the Notes are held by or for the account
of (i) a Holder that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes
and that is not a person having a special relationship with the Issuer as described in Article 6, paragraph 4 of
the Special Taxation Measures Law of Japan ("Specially-related Person of the Issuer"), (ii) a designated
Japanese financial institution described in Article 6, paragraph 11 of the Special Taxation Measures Law of
Japan which complies with the requirement for tax exemption under that paragraph or (iii) a public corporation,
a financial institution, a financial instruments business operator or certain other entity which has complied with
the requirement for tax exemption under Article 3-3, paragraph 6 of the Special Taxation Measures Law of


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Japan which has received such payments through a Japanese payment handling agent as provided in Article 3-
3, Paragraph 6 of the Special Taxation Measures Law of Japan.
Interest payments on such Notes to an individual resident of Japan or a Japanese corporation (except for the
designated Japanese financial institution and the public corporation, the financial institution, the financial
instruments business operator and certain other entity described in the preceding paragraph) or to an individual
non-resident of Japan or a non-Japanese corporation that is a Specially-related Person of the Issuer will be
subject to deduction in respect of Japanese income tax at a rate of 15 per cent. (from, and including, January
1, 2013 to, and including, December 31, 2037, at a rate of 15.315 per cent.) of the amount of such interest.
MiFID II Product Governance / Target Market ­ The relevant Final Terms may include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "Distributor") should take into consideration the target market assessment;
however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance Rules under EU Delegated Directive 2017/593 (the "MiFID II Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
relevant Issuer, the Guarantor, the Arranger, any of the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID II Product Governance Rules.
UK MIFIR Product Governance / Target Market ­ The relevant Final Terms may include a legend entitled
"UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and
which channels for distribution of the Notes are appropriate. Any Distributor should take into consideration
the target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Issuer nor the Arranger nor the other Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
Interest amounts payable on Notes with a fluctuating rate of interest ("Floating Rate Notes") will be calculated
by reference to a specific benchmark which will be provided by an administrator.
As at the date of this Prospectus, the specific benchmark applicable to an issue of Floating Rate Notes has not
yet been determined. However, amounts payable under Floating Rate Notes may be calculated by reference to
(i) BBSW (Australian Bank Bill Swap Rate) which is administered by ASX Benchmarks Pty Limited ("ASX
Benchmarks"), (ii) CDOR (Canadian Dollar Offered Rate) which is provided by Refinitiv Benchmark
Services (UK) Limited ("RBSL"), (iii) EURIBOR (Euro Interbank Offered Rate) which is provided by the
European Money Markets Institute ("EMMI"), (iv) SIBOR (Singapore Interbank Offered Rate) which is
provided by ABS Benchmarks Administration Co Pte Ltd ("ABS Co."), (v) SOFR (Secured Overnight
Financing Rate) which is provided by the Federal Reserve Bank of New York (the "Federal Reserve"), (vi)
SONIA (Sterling Overnight Index Average) which is provided by the Bank of England ("BoE"), (vii) STIBOR
(Stockholm Interbank Offered Rate) which is provided by Swedish Financial Benchmark Facility AB
("SFBF"), or (viii) another benchmark (any "Other Benchmark").


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As at the date of this Prospectus, only ABS Co., ASX Benchmarks and EMMI appear on the register of
administrators and benchmarks (the "ESMA Register") established and maintained by the European Securities
and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 of the European
Parliament and of the Council of June 8, 2016 on indices used as benchmarks in financial instruments and
financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC
and 2014/17/EU and Regulation (EU) No 596/2014 (the "Benchmarks Regulation").
As at the date of this Prospectus, none of BoE, the Federal Reserve, RBSL or SFBF appear in the ESMA
Register. As far as the Issuers are aware,
(i) the transitional provisions in Article 51 of the Benchmarks Regulation apply to RBSL so that CDOR may
currently continue to be used without any recognition, endorsement or equivalence,
(ii) SFBF submitted an application for authorisation so that STIBOR may currently continue to be used under
the transitional provisions in Article 51 of the Benchmarks Regulation, and
(iii) the exemption set out in point (a) of Article 2 (2) of the Benchmarks Regulation applies to BoE and the
Federal Reserve so that SONIA and SOFR may be used without any recognition, endorsement or equivalence.
In case Notes are issued which make reference to any Other Benchmark, the relevant Final Terms will specify
the name of the specific benchmark and the relevant administrator. In such case the Final Terms will further
specify (i) whether the relevant administrator is included in the ESMA Register, (ii) whether the transitional
provisions in Article 51 of the Benchmarks Regulation apply or (iii) whether the relevant benchmark does not
fall within the scope of the Benchmarks Regulation by virtue of Article 2 of the Benchmarks Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISATION MANAGER(S) IN THE APPLICABLE
FINAL TERMS (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S))
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS (IN EACH CASE OUTSIDE
AUSTRALIA AND NOT ON A FINANCIAL MARKET OPERATED IN AUSTRALIA) WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT
NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT
IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE
RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISATION MANAGER(S)
(OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements that
do not relate to historical facts and events. They are based on the analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by
the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may",
"plan", "predict", "project", "will" and similar terms and phrases, including references and assumptions. This
applies, in particular, to statements in this Prospectus containing information on future earnings capacity, plans
and expectations regarding each of the relevant Issuer's business and management, its growth and profitability,
and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the relevant
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,


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uncertainties and other factors which could cause actual results, including each of the relevant Issuer's financial
condition and results of operations, to differ materially from and be worse than results that have expressly or
implicitly been assumed or described in these forward-looking statements. Each of the relevant Issuer's
business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Prospectus to become inaccurate. Accordingly, potential investors are strongly
advised to read the following sections of this Prospectus: "Risk Factors", "Description of MBG", "Description
of MBAP", "Description of MBIF", "Description of DCFI", "Description of DFNA" and "Description of MBFJ".
These sections include more detailed descriptions of factors that might have an impact on each of the relevant
Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur.
In addition, none of the Issuers assumes any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
In this Prospectus, unless otherwise specified or the context otherwise requires, the terms "AUD", "AU $" or
"Australian dollars" denote the currency of the Commonwealth of Australia, "CAD", "CAD $" or "Canadian
dollars" the currency of Canada, "US $", "$" or "U.S. dollars" the currency of the United States of America
and "¥", "Yen" or "Japanese yen" the currency of Japan. References to "", "EUR" or "Euro" are to the single
currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended.


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TABLE OF CONTENTS
Important Notice ................................................................................................................................................. 1
General Description of the Programme .............................................................................................................. 9
Risk Factors ...................................................................................................................................................... 11
Risk Factors Relating to MBG, MBAP, MBIF, DCFI, DFNA and MBFJ .......................................... 11
Risk Factors Relating to the Notes ...................................................................................................... 26
Responsibility Statement .................................................................................................................................. 42
Consent to the Use of this Prospectus .............................................................................................................. 42
Form of the Notes ............................................................................................................................................. 44
Issue Procedures ............................................................................................................................................... 46
Form of the Final Terms ................................................................................................................................... 48
Terms and Conditions of the Notes .................................................................................................................. 82
Option I ­ Terms and Conditions of the Notes for Notes with a Fixed Interest Rate.......................... 83
Option II ­ Terms and Conditions of the Notes for Notes with a Floating Interest Rate .................. 122
Form of the Guarantee .................................................................................................................................... 180
Description of MBG ....................................................................................................................................... 182
Description of MBAP ..................................................................................................................................... 211
Description of MBIF ...................................................................................................................................... 219
Description of DCFI ....................................................................................................................................... 226
Description of DFNA ..................................................................................................................................... 233
Description of MBFJ ...................................................................................................................................... 240
Use of Proceeds .............................................................................................................................................. 246
Taxation Warning ........................................................................................................................................... 247
Selling Restrictions ......................................................................................................................................... 248
Documents Incorporated by Reference .......................................................................................................... 260
General Information ....................................................................................................................................... 268




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