Obligation KommuneCredit 0.875% ( XS0956066442 ) en USD

KommuneCredit

100 % ▼

Danemark

XS0956066442 ( en USD )

0.875% par an ( paiement semestriel )

29/07/2016 - Obligation échue

Prospectus brochure de l'obligation KommuneKredit XS0956066442 en USD 0.875%, échue

1 000 USD

1 000 000 000 USD

KommuneKredit est une banque publique danoise qui fournit des financements et des services financiers aux municipalités et autres entités publiques danoises.

L'Obligation émise par KommuneCredit ( Danemark ) , en USD, avec le code ISIN XS0956066442, paye un coupon de 0.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2016

INFORMATION MEMORANDUM
(An association established pursuant to Act No. 35 of 19 March 1898 of The Kingdom of Denmark succeeded as of
1 January 2007 by Act no. 383 of 3 May 2006, as amended, again succeeded as of 1 July 2023 by Act No. 405 of 25 April
2023, as amended of The Kingdom of Denmark)
EUR30,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
due from one month to 40 years from the date of issue
KommuneKredit (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
Euro Medium Term Notes (the "Notes") denominated in such currencies as may be agreed with the Purchaser(s) (as defined below). The Notes
will have maturities from one month to 40 years from the date of issue (except as set out herein) and, subject as set out herein, the maximum
aggregate nominal amount of all Notes from time to time outstanding will not exceed EUR30,000,000,000 (or its equivalent in other currencies at
the time of agreement to issue, subject as further set out herein).
The Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes") on a continuing basis to
one or more of the Dealers specified on page 8 (each, a "Dealer" and together, the "Dealers", which expressions shall include any additional Dealer
appointed under this EUR30,000,000,000 Euro Medium Term Note Programme (the "Programme") from time to time). Notes may also be issued
directly by the Issuer to persons other than Dealers. Dealers and such other persons are referred to as "Purchasers".
This Information Memorandum and any supplement hereto does not comprise a Prospectus for the purposes of Regulation (EU
2017/1129) (the "EU Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of United Kingdom ("UK") domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
The Notes are securities which, in the manner set forth in the articles of association of KommuneKredit, are unconditionally and
irrevocably guaranteed by the members of KommuneKredit being kommuner (municipalities) and regioner (regions) of the EU Member State
Denmark and therefore, pursuant to Article 1(2)(d) of the EU Prospectus Regulation and Article 1(2)(d) of the UK Prospectus Regulation, are not
subject to the EU Prospectus Regulation or the UK Prospectus Regulation.
Application has been made to the Luxembourg Stock Exchange for the Notes to be issued under the Programme during the period of
12 months from the date of this Information Memorandum to be admitted to trading on the Luxembourg Stock Exchange's regulated market and
to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for
the purposes of Directive 2014/65/EU (as amended, "MiFID II"). This Information Memorandum constitutes an alleviated prospectus for the
purposes of Chapter 2, Part III of the Luxembourg law dated 16 July 2019 on Prospectuses for Securities. Unlisted Notes and Notes listed on other
or additional stock exchanges may also be issued under the Programme.
The Programme has been rated Aaa/P-1 by Moody's Investors Service (Nordics) AB ("Moody's") and AAA/A-1+ by S&P Global Ratings
Europe Limited ("S&P"). Each of Moody's and S&P is established in the European Economic Area ("EEA") and registered under Regulation (EU)
No 1060/2009, as amended (the "CRA Regulation"). Each of Moody's and S&P appears on the latest update of the list of registered credit rating
agencies
(as
of
4
April
2024)
on
the
European
Securities
and
Markets
Authority
("ESMA")
website
at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk. Notes issued under the Programme may be rated or unrated. When a tranche
of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension cancellation, reduction or withdrawal at any time by the assigning rating agency.
Arranger
Deutsche Bank
Dealers
BMO Capital Markets
BofA Securities
BNP PARIBAS
Citigroup
Daiwa Capital Markets Europe
Deutsche Bank
J.P. Morgan
KommuneKredit
RBC Capital Markets
Morgan Stanley
4 April 2024
(This Information Memorandum replaces the Information Memorandum dated 11 April 2023)

The purpose of this Information Memorandum is to give information with regard to the Issuer and
the Notes. The Issuer has warranted to the Dealers that, inter alia, this Information Memorandum is true
and accurate in all material respects, does not contain any untrue statement of a material fact nor omit to
state any material fact known to the Issuer necessary to make the statements herein not misleading and
all reasonable enquiries have been made to ascertain such facts and to verify the accuracy of all such
statements. The Issuer accepts responsibility accordingly.
This Information Memorandum is to be read in conjunction with all the documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" on page 6).
This Information Memorandum shall be read and construed on the basis that such documents are so
incorporated and form part of this Information Memorandum.
The Dealers 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 financial information contained in this Information
Memorandum, or any other financial statements or any further information supplied in connection with
the Programme or the Notes. The Dealers accept no liability in relation to the financial or other information
contained in this Information Memorandum or any other financial statements or any further information
supplied in connection with the Programme or the Notes or their distribution. The statements made in this
paragraph are without prejudice to the responsibility of the Issuer under the Programme.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Information Memorandum or any other financial statements or
further information supplied in connection with the Programme or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or by any
of the Dealers.
Neither this Information Memorandum nor any other financial statements nor any further
information supplied in connection with the Programme or the Notes are intended to provide the basis of
any credit or other evaluation and should not be considered as a recommendation by the Issuer or any of
the Dealers that any recipient of this Information Memorandum or any other financial statements or any
further information supplied in connection with the Programme or the Notes should purchase any of the
Notes. Each investor contemplating purchasing Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. None of
this Information Memorandum, any other financial statements or any further information supplied in
connection with the Programme or the Notes constitute an offer or invitation by or on behalf of the Issuer,
the Dealers or any of them to any person to subscribe for or to purchase any of the Notes.
The delivery of this Information Memorandum does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any
other financial statements or any further information supplied in connection with the Programme or the
Notes 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 the financial condition or affairs of the Issuer or any of
its subsidiaries during the life of the Programme.
Investors should review, inter alia, the most recent financial statements of the Issuer when
deciding whether or not to purchase any of the Notes.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer
of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1)
of the SFA), that the Notes are `prescribed capital markets products' (as defined in the CMP Regulations
2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
The Issuer and the Dealers do not represent that this document may be lawfully distributed, or
that the Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by
the Issuer or the Dealers which would permit a public offering of the Notes or distribution of this document
in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered
or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
2

result in compliance with any applicable laws and regulations and the Dealers have represented that all
offers and sales by them will be made on the same terms.
The distribution of this Information Memorandum and the offer or sale of the Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum
or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there
are restrictions on the distribution of this Information Memorandum and/or the offer or sale of the Notes
in the United States, the United Kingdom, Japan, Hong Kong, France, Belgium, Canada, Switzerland and
Italy (see "Subscription and Sale" on page 106).
MiFID II product governance / target market. The Final Terms in respect of any Notes may include
a legend entitled "MiFID II / 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
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as
amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegate Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Issuer, the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR product governance / target market The Final Terms may include a legend entitled
"MiFID II / 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 person subsequently
offering, selling or recommending the Notes (a "UK distributor") should take into consideration the target
market assessment; however, a UK 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 Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
EU PRIIPs / UK PRIIPs As the Notes are securities which are, in the manner set forth in the
articles of association of KommuneKredit, unconditionally and irrevocably guaranteed by the members
of KommuneKredit being kommuner (municipalities) and regioner (regions) of the EU Member State
Denmark, Regulation (EU) 1286/2014 (as amended, the "EU PRIIPs Regulation") and Regulation (EU)
1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") will not
apply to any Notes issued under the Programme. Accordingly, the Issuer will not prepare a key information
document (within the meaning of the EU PRIIPs Regulation and/or the UK PRIIPs Regulation, as
applicable) in respect of any Notes issued under the Programme.
The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended, and may include Notes in bearer form that are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States (see
"Subscription and Sale" on page 106).
Notice to Canadian Investors - The Notes may be sold only to purchasers purchasing, or deemed
to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Information Memorandum (including any supplement hereto
and/or any Final Terms) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by the securities legislation of
3

the purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights or consult with
a legal advisor.
In this Information Memorandum, references to "DKK" and "Kroner" are to Danish kroner,
references to "" or "EUR" are to euro, references to "$", "U.S.$" and "U.S. dollars" are to United States
dollars, references to "£" and "Sterling" are to pounds Sterling and references to "yen" are to Japanese
yen.
In connection with the issue of any Tranche (as defined on page 43) of Notes, the Dealer or Dealers
(if any) named as Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
relevant Final Terms (as defined on page 7) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a higher level than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) will undertake stabilisation action. Any stabilising action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of
Notes is made and, if begun, may be ended 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 shall be conducted by the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable
laws and rules.
None of the Arranger, the Dealers or any of their respective affiliates accepts any responsibility
for any social, environmental, and sustainability assessment of any Notes issued under the Programme
as green bonds ("Green Bonds") or makes any representation or warranty or assurance whether such
Notes will fulfil social, environmental and sustainability criteria regarding such "green" or similar labels
required by prospective investors.
The Issuer's green bond framework as amended and/or supplemented from time to time (the
"Green Bond Framework") will be available on the Issuer's website: https://kommunekredit.com/green-
bonds/green-bond-framework/. The Green Bond Framework may be subject to review and change and
may be amended updated, supplemented, replaced and/or withdrawn from time to time and any
subsequent version(s) may differ from any description given in this Information Memorandum.
None of the Green Bond Framework, the Second Party Opinion, any other certification, report or
opinion relating to the Green Bond Framework and/or Notes issued as Green Bonds, any document
referred to in any of the foregoing, or the contents of any website referred to herein or therein are, or are
deemed to be, incorporated in, or form part of, this Information Memorandum and/or any Final Terms
relating to Notes issued as Green Bonds.
In the event any such Notes are, or are intended to be, listed or admitted to trading on a dedicated
"green" or other equivalently-labelled segment of a stock exchange of securities market, no
representation or assurance is given by the Arranger, the Dealers, the Issuer or any of their respective
affiliates that such listing or admission will be obtained or maintained for the lifetime of the Notes.
4

TABLE OF CONTENTS
Clause
Page No
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 6
DESCRIPTION OF THE PROGRAMME .................................................................................... 7
SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES ....... 8
INVESTOR CONSIDERATIONS .............................................................................................. 14
FORM OF THE NOTES ........................................................................................................... 22
FORM OF FINAL TERMS ........................................................................................................ 26
TERMS AND CONDITIONS OF THE NOTES ......................................................................... 42
USE OF PROCEEDS ............................................................................................................... 93
KOMMUNEKREDIT .................................................................................................................. 94
TAXATION .............................................................................................................................. 104
SUBSCRIPTION AND SALE .................................................................................................. 106
GENERAL INFORMATION .................................................................................................... 111
5

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Information Memorandum:
(1)
the published annual report for 2023 (which includes audited financial statements)
and, if published, the interim consolidated statement (which shall not be audited) of
the Issuer from time to time; and
(2)
all supplements to this Information Memorandum circulated by the Issuer from time to
time in accordance with the undertaking described below given by it in the Programme
Agreement (as defined in "Subscription and Sale" on page 106);
save that any statement contained herein or in a document all or the relative portion of which
is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of
this Information Memorandum to the extent that a statement contained in any such subsequent
document all or the relative portion of which is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement.
The Issuer will provide, without charge, to each person to whom a copy of this Information
Memorandum has been delivered, upon the oral or written request of any such person, a copy of any
or all of the documents which, or portions of which, are incorporated herein by reference. Written or
oral requests for such documents should be directed to the Issuer at its registered office set out at the
end of this Information Memorandum. In addition, such documents will be available, free of charge,
from the principal office in Luxembourg of Banque Internationale à Luxembourg S.A. in its capacity as
listing agent or such other listing agent as may be appointed from time to time (the "Listing Agent") for
the Listed Notes (as defined below).
The Issuer has given an undertaking in connection with the listing of the Notes on the
Luxembourg Stock Exchange to the effect that after the submission of this Information Memorandum
to the Luxembourg Stock Exchange and during the duration of the Programme it shall publish an
amendment, supplement or a new Information Memorandum as may be required by the rules of the
Luxembourg Stock Exchange in the event of any material adverse changes in the business, financial
condition or otherwise, of the Issuer and its subsidiaries set out in this Information Memorandum and
shall promptly supply to each Dealer and the Luxembourg Stock Exchange such number of copies of
the amendment, supplement or new Information Memorandum (as the case may be) as such Dealer
or the Luxembourg Stock Exchange may reasonably request.
The documents incorporated by reference are available for viewing at http://www.luxse.com.
6

DESCRIPTION OF THE PROGRAMME
The Issuer, subject to compliance with all relevant laws, regulations and directives, may, from time to
time, issue Notes denominated in such currencies as may be agreed with the relevant Purchaser(s).
The issue price, form of notes, issue date, maturity date, nominal amount, interest rate (if any)
applicable to a Note and any other relevant provisions of such Note will be agreed between the Issuer
and the relevant Purchaser(s) at the time of agreement to issue and will be specified in the Final Terms
(the "Final Terms"), as more fully described under "Form of the Notes" which, with respect to each
Tranche (as defined on page 43) of Notes which is to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange
(the "Listed Notes"), will be delivered to the EU regulated market of the Luxembourg Stock Exchange
on or before the date of issue of such Tranche.
Subject as set out herein, this Information Memorandum and any supplement hereto will only be valid
for listing Notes if the aggregate of the principal amount of those Notes and all Notes outstanding as
at the date of issue of those Notes does not exceed EUR30,000,000,000 (or its equivalent in the other
currencies specified herein) outstanding at any one time, calculated by reference to the Exchange Rate
prevailing at the Agreement Date (each as defined below) and otherwise on the basis specified in
"Form of the Notes". For the purpose of calculating the euro equivalent of the nominal amount of Notes
outstanding under the Programme from time to time, the euro equivalent of Notes denominated in
another Specified Currency (as defined under "Form of the Notes") shall be determined as of the date
of agreement to issue such Notes (the "Agreement Date") on the basis of the Exchange Rate on such
date. As used herein, the "Exchange Rate" against the euro for any currency means the spot rate for
the sale of the euro against the purchase of such currency in the London foreign exchange market as
quoted by any leading bank selected by the Issuer on the Agreement Date.
The euro equivalent of Dual Currency Notes, Indexed Notes, Zero Coupon Notes or other Notes issued
at a discount or a premium shall be calculated in the manner specified above by reference to the
original nominal amount of any particular issue. The nominal amount of Partly Paid Notes will be taken
into account regardless of the amount of the subscription price paid.
7

SUMMARY OF TERMS AND CONDITIONS OF THE PROGRAMME AND THE NOTES
The following summary does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Information Memorandum and, in relation to the terms and conditions of any
particular Tranche of Notes, the applicable Final Terms. Words and expressions defined or used in
"Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meaning in this
summary:
Issuer:
KommuneKredit
LEI:
529900D8QLTZ6PRLJL76
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
Bank of Montreal, London Branch
Bank of Montreal Europe Plc
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank Aktiengesellschaft
J.P. Morgan SE
KommuneKredit
Morgan Stanley & Co. International plc
RBC Capital Markets (Europe) GmbH
RBC Europe Limited
Issuing and Principal
Citibank, N.A. London Branch
Paying Agent,
Transfer Agent and
Agent Bank:
VP Agent:
KommuneKredit
Registrar:
Citibank Europe PLC
Amount:
Up to EUR30,000,000,000 (or its equivalent in other currencies
calculated on the relevant Agreement Date) outstanding at any one time.
Under the Programme the nominal amount of Notes outstanding may be
increased, subject to the satisfaction of certain conditions.
Description:
Continuously offered Euro Medium Term Note Programme.
Currencies:
Australian dollars, Canadian dollars, Danish kroner, euro, Hong Kong
dollars, Japanese yen, New Zealand dollars, Sterling, Swedish kronor,
8

Swiss francs and U. S. dollars and such other currency or currencies,
subject to compliance with all relevant laws, regulations and directives,
as may be agreed between the Issuer and the relevant Purchaser(s).
Maturities:
Any maturity between one month and 40 years; provided that Notes
issued under the Programme will not have a minimum maturity which is
less than the minimum maturity, or a maximum maturity which is more
than the maximum maturity which may be allowed or required from time
to time by the relevant central bank (or equivalent body (however called))
or any laws or regulations applicable to the relevant currency or
currencies.
Redenomination:
If the Specified Currency of an issue of Notes is a currency of one of the
member states of the European Union which has not adopted the euro,
the Issuer may specify in the applicable Final Terms that such Notes will
include redenomination provisions for the redenomination of the
Specified Currency to euro, and if so specified, the wording of the
redenomination provisions will be set out in full in the applicable Final
Terms.
Issue Price:
Notes may be issued at par or at a discount to, or premium over, par and
either on a fully paid or partly paid basis.
Form of Notes:
The Notes will be issued (i) in bearer form, which may be in new global
note ("NGN") form; (ii) in registered form, which may be held under the
New Safekeeping Structure ("NSS"); or (iii) in uncertificated and
dematerialised book-entry form (the "VP Notes") cleared through VP
Securities A/S, the Danish central securities depository ("VP"), each as
described in "Form of the Notes" below.
VP Notes will not be evidenced by any physical note or document of title.
Entitlements to VP Notes will be evidenced by the crediting of VP Notes
to accounts with VP.
Registered Notes will not be exchangeable for Bearer Notes and vice
versa. Moreover, VP Notes shall not be exchangeable for either Bearer
Notes or Registered Notes (and vice versa).
Fixed Rate Notes:
Fixed rate interest will be payable in arrear (unless otherwise specified
in the applicable Final Terms) on such day(s) as agreed between the
Issuer and the relevant Purchaser(s).
Interest will be calculated on the basis of such Fixed Day Count Fraction
as may be specified in the applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:
(i) on the same basis as the floating rate under a notional interest rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating either the 2006 ISDA Definitions or 2021 ISDA
Definitions (in each case as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as at the
Issue Date of the first Tranche of the Notes of the relevant Series); or
(ii) on the basis of a reference rate appearing on the agreed screen page
of a commercial quotation service; or
9

(iii) on such other basis as may be agreed between the Issuer and the
relevant Purchaser.
The margin (if any) relating to such floating rate will be agreed between
the Issuer and the relevant Purchaser for each Series of Floating Rate
Notes.
Benchmark
If so specified in the applicable Final Terms for a Series of Notes, then in
Discontinuation:
the event that a Benchmark Event or Benchmark Transition Event and
its related Benchmark Replacement Date (as applicable) occurs for a
Series of Floating Rate Notes, the Issuer shall appoint an Independent
Adviser to (subject to certain conditions) determine (or, to consult with
the Issuer in determining, as applicable) a Successor Rate, failing which
an Alternative Rate together, in either case, with the applicable
Adjustment Spread and any Benchmark Amendments or Benchmark
Replacement and any Benchmark Replacement Conforming Changes,
as applicable.
See "Terms and Conditions of the Notes".
Change of Interest
Notes may be converted from one Interest Basis to another if so provided
Basis:
in the applicable Final Terms.
Interest Periods for
One, two, three, six or twelve months or such other period(s) as the
Floating Rate Notes:
Issuer and the relevant Purchaser(s) may agree (as indicated in the
applicable Final Terms).
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Dual Currency Notes will be made in
such currencies, and based upon such rates of exchange, as the Issuer
and the relevant Purchaser(s) may agree (as indicated in the applicable
Final Terms).
Indexed Notes:
Payments (whether in respect of principal or interest and whether at
maturity or otherwise) in respect of Indexed Notes will be calculated by
reference to such Index and/or Formula as the Issuer and the relevant
Purchaser(s) may agree (as indicated in the applicable Final Terms).
Zero Coupon Notes:
Zero Coupon Notes may be offered and sold at a discount to their
nominal amount and will not bear interest other than in relation to interest
due after the Maturity Date.
Equity-Linked
Equity-Linked Redemption Notes and Commodity-Linked Redemption
Redemption Notes
Notes will be redeemed, whether at maturity, early redemption or
and Commodity-
otherwise, in accordance with the provisions of the Conditions as
Linked Redemption
amended or varied by the information specified in the applicable Final
Notes:
Terms.
Redemption:
The Final Terms applicable to each Tranche of Notes will indicate either
that the Notes of that Tranche cannot be redeemed prior to their stated
maturity (other than in specified instalments (see below) or for taxation
reasons or following an Event of Default), or that such Notes will be
redeemable prior to such stated maturity at the option of the Issuer (by
way of Issuer Call) and/or the holder(s) of such Notes upon giving not
less than 30 nor more than 60 days' irrevocable notice, or that such
Notes will be redeemable at the option of the Issuer by way of Clean-up
Call upon giving not less than 15 nor more than 30 days' irrevocable
notice, or such other period as may be indicated in the applicable Final
Terms, to the relevant Noteholders or the Issuer, on a date or dates
10