Obligation A2A SPA 4% ( XS1000538022 ) en EUR

A2A SPA

100 % ▼

Italie

XS1000538022 ( en EUR )

4% par an ( paiement annuel )

04/12/2023 - Obligation échue

Prospectus brochure de l'obligation A2A S.p.A XS1000538022 en EUR 4%, échue

A2A S.p.A. est une société italienne multi-services opérant dans les secteurs de l'énergie, de l'environnement et des services publics.

L'Obligation émise par A2A SPA ( Italie ) , en EUR, avec le code ISIN XS1000538022, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/12/2023

BASE PROSPECTUS

A2A S.p.A.
(incorporated with limited liability in the Republic of Italy)
3,000,000,000
Euro Medium Term Note Programme
Under this 3,000,000,000 Euro Medium Term Note Programme (the Programme), A2A S.p.A. (the Issuer)
may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and
the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme
will not exceed 3,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of
the Programme" 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 shall, in the case of an issue of Notes being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities
(the Prospectus Act 2005) to approve this document as a base prospectus. The CSSF assumes no
responsibility for the economic and financial soundness of the transactions contemplated by this Base
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act
2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the
Programme 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.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such
Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been
admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be
admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the
European Economic Area other than in circumstances where an exemption is available under Article 3.2 of
the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base
Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the
Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base
Prospectus in connection with Exempt Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue
price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms
and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which,
with respect to all Notes other than Exempt Notes will be filed with the CSSF. Copies of Final Terms in
relation to Notes to be listed on the Official List of the Luxembourg Stock Exchange will also be published
on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other
or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The
Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which event a supplement to the Base Prospectus, if appropriate, or a
drawdown prospectus or a new base prospectus will be made available which will describe the effect of the
agreement reached in relation to such Notes.
The Issuer has been rated Baa3 (long-term) and P-3 (short-term) by Moody's Investor Service Ltd.
(Moody's) and BBB (long-term) and A-2 (short-term) by Standard & Poor's Rating Services S.r.l.
(Standard & Poor's). The Programme has been rated (P)Baa3 (long-term) and (P)P-3 (short-term) by
Moody's and BBB by Standard & Poor's. Each of Moody's and Standard & Poor's is established in the
European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). As such each of Moody's and Standard & Poor's is included in the list of credit ratings agencies
published
by
the
European
Securities
and
Markets
Authority
on
its
website
(at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Notes 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 Notes is rated, such rating will be disclosed in the Final
Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating
agency. 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.

Co-Arrangers

Banca IMI
BNP PARIBAS
Mediobanca

Dealers

Banca Akros S.p.A. Gruppo Bipiemme - Banca
Banca IMI
Popolare di Milano
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
Crédit Agricole CIB
Deutsche Bank
Mediobanca
Morgan Stanley
Société Générale Corporate & Investment
UBIBanca
Banking
UniCredit Bank

The date of this Base Prospectus is 25 November 2013.

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IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented
in a relevant Member State of the European Economic Area) (the Prospectus Directive).
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (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.
In respect of information in this Base Prospectus that has been extracted from a third party, the Issuer
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Although the Issuer believes that the external sources used
are reliable, the Issuer has not independently verified the information provided by such sources.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
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 the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Base Prospectus or any other information provided by the Issuer in connection with 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 in connection with the Programme.
No person is or has been authorised by the Issuer 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 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 any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe
for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer 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 the financial condition or affairs of the Issuer during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.

iii

IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or
other requirements in any such 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 is intended to permit a public offering of any Notes or distribution of this Base
Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Base Prospectus nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Base
Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on
the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including, without limitation, the United Kingdom, the Republic of Italy and France) and
Japan, see "Subscription and Sale".
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination
of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an
exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer
of Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant
Member State may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;

iv

(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Some Exempt Notes are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in Exempt Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the
Exempt Notes will perform under changing conditions, the resulting effects on the value of the Exempt
Notes and the impact this investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal and tax advisers to determine whether and to what extent (1)
Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3)
other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their
legal and tax advisors or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons (see "Subscription and Sale").
PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION
Presentation of Financial Information
The Group's financial information as at and for the six months ended 30 June 2013 included in this Base
Prospectus has been derived from the consolidated financial statements as at and for the six months ended 30
June 2013 that has been prepared:

in compliance with Legislative Decree no. 58/1998 (art. 154-ter) as amended and with the Issuers'
Regulations published by Consob;

in accordance with the International Financial Reporting Standards (IFRS) issued by the
International Accounting Standard Board (IASB) and approved by the European Union and in
particular IAS 34. IFRS means all the revised international accounting standards (IAS) and all the
interpretations of the International Financial Reporting Interpretations Committee (IFRIC), formerly
known as the Standing Interpretations Committee (SIC).
The Group's consolidated financial statements as at and for the six months ended 30 June 2013, together with
the consolidated financial statements as at and for the years ended 31 December 2011 and 31 December
2012, are incorporated herein by reference (see "Documents Incorporated by Reference").
Investors should refer to the consolidated financial statements which are incorporated by reference herein
(see "Documents Incorporated by Reference") to inform themselves regarding the purposes, and the manner
of preparation, of such consolidated financial statements.
Such financial statements have been prepared to give a full and fair view of the Group, and they have not
been prepared for the purpose of reporting separately on any subset of such Group.

v

The following changes have taken place in the consolidation scope for the six months ended 30 June 2013
compared to the corresponding period of the previous year:
a) the shareholding in A2A Coriance S.a.s., the parent of the Coriance Group, was sold in September
2012. In accordance with IFRS 5, the relative income statement items for operating income and
expense and the financial balance were reclassified to "Net result from non-current assets sold or
held for sale" in the six months ended June 30, 2012;
b) the shareholding in Metroweb S.p.A. has been sold; this was accounted for using the equity method
in the corresponding period of the previous year;
c) sale of Chi.Na.Co S.r.l., to which A2A S.p.A. had contributed five small hydroelectric plants;
d) non-proportional partial demerger of Edipower S.p.A.
a) Sale of 100% of A2A Coriance S.a.s.
The sale of A2A Coriance S.a.s. by A2A S.p.A. to KKR Global Infrastructure Investors L.P. (KKR) was
completed on September 27, 2012 on the basis of the agreements signed by the parties on August 2, 2012.
A2A S.p.A. originally acquired A2A Coriance S.a.s., a company operating in France in district heating and
the production of electricity from cogeneration plants, in July 2008.
A price of 76.5 million euro was paid for 100% of the capital of A2A Coriance S.a.s. leading to a gain of 33
million euro. The Coriance Group had a turnover of approximately 100 million euro in 2011 and earned
gross operating income of approximately 18 million euro.
The sale of A2A Coriance S.a.s. forms part of a strategy aimed at reorganizing the A2A Group's
shareholding portfolio and achieving a rapid improvement in its balance sheet and financial structure.
b) A2A S.p.A. exercised its put option for 25.7% of Metroweb S.p.A. and sold the investment to the F2i
infrastructure fund
On November 27, 2012 A2A S.p.A. exercised its put option to sell its shareholding (of 25.7%) in Metroweb
S.p.A. to the fund F2i Reti Tlc S.p.A.. The shares forming part of the option derived from the conversion on
October 6, 2011 of the convertible bond which A2A S.p.A. had been holding since the sale of its initial
shareholding in Metroweb S.p.A. to F2i on June 30, 2011. Exercising this option was consistent with the
business plan drawn up by A2A S.p.A. and, in particular, with its objective of rapidly improving and
stabilizing its financial situation. A2A S.p.A. received proceeds of 60 million euro from exercising the
option in December 2012 and realized a capital gain of 35 million euro.
c) A2A S.p.A. sold five small hydroelectric plants
On July 5, 2013 A2A S.p.A. completed the sale to the Swiss group BKW of the wholly owned company
Chi.Na.Co S.r.l., to which A2A S.p.A. had contributed five small hydroelectric run-of-river plants having
installed power of approximately 8 MW, for a consideration of 38 million euro.
In 2012 the plants produced 37 GWh of electricity, with revenues of around 4 million euro and an EBITDA
of 3.1 million euro.
A2A S.p.A. considered that the best offer was made by BKW not only from an economic point of view but
also in terms of continuity of plant operations. In fact, BKW is a leading operator in the sector, with over
3,000 employees and has had a direct presence in Italy for more than 13 years.

vi

By means of this sale, A2A S.p.A. had further implemented its strategy of rationalisation of its industrial
portfolio and debt reduction, in line with the "Business Plan 2013-2015".
Establishment of A2A Ambiente S.r.l.
On 1 July 2013, A2A Ambiente S.r.l. was established, as announced in the "Business Plan 2013-2015" and
was then transformed into A2A Ambiente S.p.A.. For further information on A2A Ambiente S.p.A., see
"Description of the Issuer", below.
d) Non-proportional partial demerger of Edipower S.p.A.
In execution of the agreements signed between A2A and Iren at the time of the acquisition of Edipower
S.p.A. (Edipower), which took place on 24 May 2012, and following the exercise occurred in January
2013 of Iren's rights as provided for by that agreement, on October 24 Edipower and Iren Energia S.p.A.
(Iren Energia) signed the deed for the non-proportional partial demerger of Edipower S.p.A.
For further information see "Description of the Issuer - History and Recent Development of the Issuer - Non
proportional partial demerger of Edipower S.p.A" below.
Presentation of Other Information
In this Base Prospectus:
all references to U.S. dollars, U.S.$ and $ refer to United States dollars;
all references to euro and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as
amended;
certain figures have been subject to rounding adjustments; accordingly, figures shown for the same
category presented in different tables may vary slightly and figures shown as totals in certain tables may
not be an arithmetic aggregation of the figures which precede them;
certain legislative references and technical terms have been cited in their original language in order that
the correct technical meaning may be ascribed to them under applicable law.
Forward-Looking Statements
This Base Prospectus may contain forward-looking statements, including (without limitation)
statements identified by the use of terminology such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "will", "would" or similar words. These
statements are based on the Issuer's current expectations and projections about future events and
involve substantial uncertainties. All statements, other than statements of historical facts, contained
herein regarding the Issuer's strategy, goals, plans, future financial position, projected revenues and
costs or prospects are forward-looking statements. Forward-looking statements are subject to inherent
risks and uncertainties, some of which cannot be predicted or quantified. Future events or actual
results could differ materially from those set forth in, contemplated by or underlying forward-looking
statements. The Issuer does not undertake any obligation to publicly update or revise any forward-
looking statements.

vii

CONTENTS
Clause
Page
Overview of the Programme .............................................................................................................................. 2
Risk Factors ........................................................................................................................................................ 8
Documents Incorporated by Reference ............................................................................................................ 26
Form of the Notes ............................................................................................................................................. 29
Applicable Final Terms .................................................................................................................................... 31
Terms and Conditions of the Notes .................................................................................................................. 55
Use of Proceeds ................................................................................................................................................ 88
Description of the Issuer ................................................................................................................................... 89
Regulation ...................................................................................................................................................... 125
Taxation .......................................................................................................................................................... 144
Subscription and Sale ..................................................................................................................................... 153
General Information ....................................................................................................................................... 157

STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. 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 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 must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer may agree with any Dealer that Notes may be
issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a
supplement to the Base Prospectus, if appropriate, or a drawdown prospectus or a new base prospectus
will be made available which will describe the effect of the agreement reached in relation to such Notes.
This Overview constitutes a general description of the Programme for the purposes of Article 22.5(3) of
Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.

Issuer:
A2A S.p.A.
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes issued under the Programme.
These are set out under "Risk Factors" below and include,
among others, risks relating to changes to the overall economic
situation caused by the economic crisis; risks relating to the
revision of tariffs in the waste, water and energy sectors; risks
relating to rendering concessions necessary for the Group to
continue to engage in the business described in this Base
Prospectus; and risks relating to changes in the regulatory and
legislative framework within which the Group operates. In
addition, there are certain factors which are material for the
purpose of assessing the market risks associated with Notes
issued under the Programme. These are set out under "Risk
Factors" and include certain risks relating to the structure of
particular Series of Notes and certain market risks.
Description:
Euro Medium Term Note Programme
Arrangers:
Banca IMI S.p.A., BNP Paribas and Mediobanca Banca di
Credito Finanziario S.p.A.
Dealers:
Banca Akros S.p.A. Gruppo Bipiemme - Banca Popolare di
Milano
Banca IMI S.p.A.
Banco Bilbao Vizcaya Argentaria, S.A.
BNP Paribas
Crédit Agricole Corporate and Investment Bank
Deutsche Bank AG, London Branch
Mediobanca Banca di Credito Finanziario S.p.A.
Morgan Stanley & Co. International plc
Société Générale
UniCredit Bank AG
Unione di Banche Italiane S.C.p.A.

and any other Dealers appointed in accordance with the

2

Programme Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to
time (see "Subscription and Sale") including the following
restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 unless they are issued to a
limited class of professional investors and have a denomination
of at least £100,000 or its equivalent, see "Subscription and
Sale".
Issuing and Principal Paying Agent:
The Bank of New York Mellon, London Branch
Programme Size:
Up to 3,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement)
outstanding at any time. The Issuer may, from time to time,
increase the amount of the Programme in accordance with the
terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in, subject to any applicable legal or
regulatory restrictions, any currency agreed between the Issuer
and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between
the Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued on a fully-paid (or, in the case of Exempt
Notes, a partly-paid) basis and at an issue price which is at par or
at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of
the Notes".

3