Obligation Teollisuuden Energia Oyj 2% ( XS1816329418 ) en EUR

Teollisuuden Energia Oyj

100 % ▲

Finlande

XS1816329418 ( en EUR )

2% par an ( paiement annuel )

08/05/2024 - Obligation échue

Prospectus brochure de l'obligation Teollisuuden Voima Oyj XS1816329418 en EUR 2%, échue

Teollisuuden Voima Oyj est une société énergétique finlandaise qui produit de l'électricité à partir de sources nucléaires et hydrauliques, et commercialise de l'énergie.

L'Obligation émise par Teollisuuden Energia Oyj ( Finlande ) , en EUR, avec le code ISIN XS1816329418, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/05/2024

BASE PROSPECTUS

TEOLLISUUDEN VOIMA OYJ

(incorporated with limited liability in Finland)
EUR 4,000,000,000
Euro Medium Term Note Programme
___________________________________
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"),
as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"), as a base prospectus drawn up in
accordance with Article 8 of the Prospectus Regulation and issued in compliance with the Prospectus Regulation for the purpose
of giving information with regard to the issue of notes (the "Notes") issued under the EUR 4,000,000,000 Euro Medium Term
Note Programme (the "Programme") described in this Base Prospectus during the period of twelve months after the date
hereof. The CSSF has only approved the Base Prospectus as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such an approval should not be considered as an endorsement of the Issuer
nor as an endorsement of the quality of any Notes that are the subject of this Base Prospectus. Investors should make their own
assessment as to the suitability of investing in such Notes. This Base Prospectus is valid for a period of twelve months from
the date of approval (the validity of the base Prospectus will expire on 8 June 2022). Consequently, the obligation to supplement
this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will not apply once this
Base Prospectus is no longer valid. This Base Prospectus will be published in electronic form on the website of TVO
(https://www.tvo.fi/en/index/investors/financing/debtplanning.html). Applications have been made for such Notes to be
admitted during the period of twelve months after the date hereof to listing on the official list and to trading on 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 on markets in financial instruments ("MiFID II"). Pursuant to Article 6(4) of the
Luxemburg law on Prospectuses for securities dated 16 July 2019, by approving this Base Prospectus, the CSSF assumes no
responsibility as to the economic and financial soundness of the transactions contemplated under this Base Prospectus or the
quality or the solvency of the Issuer. The Programme also permits Notes to be issued on the basis that they will not be admitted
to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems, as
may be agreed with the Issuer.
Tranches of Notes (as defined in "Terms and Conditions of the Notes") to be issued under the Programme may be rated or
unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating assigned to the Notes
already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. In
general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not (1) issued
by a credit rating agency established in the European Economic Area (the "EEA") and registered under Regulation (EU) No
1060/2009, as amended (the " EU CRA Regulation") (2) issued by a credit rating agency which is not established in the EEA
but will be endorsed by a credit rating agency which is established in the EEA and registered under the CRA Regulation or (3)
issued by a credit rating agency which is not established in the EEA but which is certified under the CRA Regulation. The
European Securities and Markets Authority ("ESMA") is obliged to maintain on its website, www.esma.europa.eu/page/List-
registered-and-certified-CRAs, a list of credit rating agencies registered and certified in accordance with the EU CRA
Regulation. The ESMA website is not incorporated by reference into, nor does it form part of, this Base Prospectus. This list
must be updated within five working days of ESMA's adoption of any decision to withdraw the registration of a credit rating
agency under the CRA Regulation. Therefore, such list is not conclusive evidence of the status of the relevant rating agency as
there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of
the updated ESMA list.
Similarly, in general, United Kingdom (the "UK") regulated investors are restricted from using a rating for regulatory purposes
if such rating is not (1) issued by a credit rating agency established in the UK and registered under Regulation (EU) No
1060/2009 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA") (the "UK CRA Regulation"), (2) issued by a credit rating agency which is not established in the UK but will
be endorsed by a credit rating agency which is established in the UK and registered under the UK CRA Regulation or (3) issued
by a credit rating agency which is not established in the UK but which is certified under the UK CRA Regulation. The Financial
Conduct Authority (the "FCA") is obliged to maintain on its website, https://register.fca.org.uk/s/, a list of credit rating agencies
registered and certified in accordance with the UK CRA Regulation. The FCA's Financial Services Register website is not
incorporated by reference into, nor does it form part of, this Base Prospectus.
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.

Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability
of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.

Arranger & Dealer
NORDEA
Dealers
BNP PARIBAS
CRÉDIT AGRICOLE CIB
DANSKE BANK
HANDELSBANKEN CAPITAL MARKETS
NATWEST MARKETS
OP CORPORATE BANK PLC
SEB
SWEDBANK AB (PUBL)

8 June 2021
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IMPORTANT NOTICES
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  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 European Economic Area (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 Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "IDD"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION In connection with Section 309B of the Securities
and Futures Act (Chapter 289) 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).
MiFID II product governance / target market  The Final Terms (as defined below) in respect of any
Notes 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 of Notes about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated 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 Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
Product Governance under UK MiFIR
The Final Terms in respect of any Notes 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 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 set out in the FCA
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Handbook Product Intervention and Product Governance Sourcebook (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.
Benchmark Regulation
Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference
rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "EU Benchmark Regulation"). If any such reference rate does constitute such a benchmark, the Final
Terms will indicate whether or not the benchmark is provided by an administrator included in the register
of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 (Register of
administrators and benchmarks) of the EU Benchmark Regulation. The registration status of any
administrator under the EU Benchmark Regulation is a matter of public record and, save where required
by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the
registration status of the administrator.
Teollisuuden Voima Oyj (the "Issuer") (the "Responsible Person") ("TVO") accepts responsibility for the
information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under
the Programme and declares that, to the best of its knowledge, the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes issued under the Programme is, in accordance
with the facts and the Base Prospectus makes no omission likely to affect its import.
Each Tranche of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes"
(the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final
Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Prospectus") as described
under "Final Terms and Drawdown Prospectuses" below. In the case of a Tranche of Notes which is the
subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified
or identified in the relevant Final Terms shall be read and construed as a reference to such information
being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.
This Base Prospectus must be read and construed together with any supplements hereto and with any
information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject
of Final Terms, must be read and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that in the reasonable
opinion of the Issuer this Base Prospectus contains all necessary information which is (in the context of the
Programme, the issue, offering and sale of the Notes) material to an investor for making an informed
assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer and
of the rights attached to such Notes, the reasons for such issuance and the impact of such issuance on itself,
as required by the Prospectus Regulation. The Issuer has also confirmed; that such information is true and
accurate in all material respects and is not misleading in any material respect; that any opinions, predictions
or intentions expressed herein are honestly held or made and are not misleading in any material respect;
that this Base Prospectus does not omit to state any material fact necessary to make such information,
opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the
Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the
foregoing.
Unauthorised information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or such other information as is in the public domain and, if given
or made, such information or representation should not be relied upon as having been authorised by the
Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this
Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial position or performance of the Issuer since the date thereof or,
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if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that
any other information supplied in connection with the Programme is correct at any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
Restrictions on distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes
and on the distribution of this Base Prospectus or any Final Terms and other offering material relating to
the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under
the United States Securities Act of 1933 (as amended) (the "Securities Act") and Bearer Notes are subject
to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case
of Bearer Notes, delivered within the United States or to U.S. persons.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Dealers or any of
them that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any
Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own
investigation and appraisal of the condition (financial or otherwise) of the Issuer.
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(a)
have 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;
(b)
have 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;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes
where the currency for principal or interest payments is different from the potential investor's
currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed EUR 4,000,000,000 (and for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement). The maximum aggregate principal amount of Notes which may be
outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement as defined under "Subscription and Sale".
Certain definitions
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "£" are to the lawful currency of the United
Kingdom and references to "EUR", "euro" or "" are to the currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC)
No 974/98 of 3 May 1998 on the introduction of the euro, as amended and references to "NOK" or
"Norwegian Kroner" are to the lawful currency of the Kingdom of Norway.
Certain figures included in this Base Prospectus 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.
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Offers of Notes
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area which has implemented the Prospectus Regulation (each, a "Member State")
will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Member
State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Member State of Notes which are the subject of an offering contemplated
in this Base Prospectus as completed by Final Terms or a Drawdown Prospectus in relation to the offer of
those Notes 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 Regulation or supplement a prospectus pursuant
to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any
Dealer has 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.
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)) 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, 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 Stabilising Manager(s) (or persons acting on behalf of any
stabilising Manager(s)) in accordance with all applicable laws and rules.
Forward-looking statements
This Base Prospectus contains certain forward-looking statements that reflect the current views of TVO
with respect to the financial condition, results of operations and business of TVO and certain of the plans,
intentions, expectations, assumptions, goals and beliefs of TVO regarding such items. These statements
include matters that are not historical fact and generally, but not always, may be identified by the use of
words such as "aims", "believes", "expects", "are expected to", "anticipates", "intends", "estimates",
"should", "will", "will continue", "may", "is likely to", "plans", "targets" or similar expressions, including
variations and the negatives thereof or comparable terminology. Other forward-looking statements can be
identified in the context in which the statements are made.
Such forward-looking statements are based on assumptions, present plans, estimates, projections and
expectation of TVO and are subject to various risks and uncertainties. Examples of these risks, uncertainties
and other factors include, but are not limited to those discussed in section "Risk Factors". Prospective
investors should be aware that forward-looking statements are not guarantees of future performance and
that TVO's actual, financial condition, business, results of operations and the development of the industry
in which it operates may differ significantly from those predicted or suggested by the forward-looking
statements contained in this Base Prospectus. In addition, even if TVO's financial condition, results of
operations, and business and the development of the industry in which it operates are consistent with the
forward-looking statements contained in this Base Prospectus, those results or developments may not be
indicative of results or developments in any subsequent periods. Should one or more of these or other risks
or uncertainties materialise, or should any underlying assumptions prove to be incorrect, the actual financial
condition, results of operations or business of TVO or its ability to fulfil its obligations under the Notes
could differ materially from those described herein as anticipated, believed, estimated or expected.
The Issuer expressly disclaims any obligation to update forward-looking statements or to adjust them in
light of future events or developments, save as required by law or regulation.
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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................iii
OVERVIEW ................................................................................................................................................. 2
RISK FACTORS .......................................................................................................................................... 6
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 19
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 20
FINAL TERMS AND DRAWDOWN PROSPECTUSES ........................................................................ 23
FORMS OF THE NOTES .......................................................................................................................... 24
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 28
FORM OF FINAL TERMS ........................................................................................................................ 64
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 77
USE OF PROCEEDS ................................................................................................................................. 81
DESCRIPTION OF THE ISSUER............................................................................................................. 82
TAXATION ............................................................................................................................................. 104
SUBSCRIPTION AND SALE ................................................................................................................. 107
GENERAL INFORMATION .................................................................................................................. 110

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OVERVIEW
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this overview.
Issuer:
Teollisuuden Voima Oyj.

Risk Factors:
Investing in Notes issued under the Programme involves certain risks.
The principal risk factors that may affect the ability of the Issuer to fulfil
its obligations under the Notes are discussed under "Risk Factors" below
and include market risk, credit risk, liquidity risk and operational risk.
Arranger:
Nordea Bank Abp.

Dealers:
BNP Paribas, Crédit Agricole Corporate and Investment Bank, Danske
Bank A/S, NatWest Markets N.V., Nordea Bank Abp, OP Corporate
Bank plc, Skandinaviska Enskilda Banken AB (publ), Svenska
Handelsbanken AB (publ), Swedbank AB (publ) and any other Dealer
appointed from time to time by the Issuer either generally in respect of
the Programme or in relation to a particular Tranche of Notes.
Fiscal Agent:
Deutsche Bank AG, London Branch.

Luxembourg Listing
Deutsche Bank Luxembourg S.A.

Agent:
Final Terms or
Notes issued under the Programme may be issued either (1) pursuant to
Drawdown Prospectus:
this Base Prospectus and relevant Final Terms or (2) pursuant to a
Drawdown Prospectus. The terms and conditions applicable to any
particular Tranche of Notes will be the Terms and Conditions of the Notes
as completed to the extent described in the relevant Final Terms or, as the
case may be, the relevant Drawdown Prospectus.
Listing and Trading:
Applications have been made for Notes to be admitted during the period
of twelve months after the date hereof to listing on the official list and to
trading on the regulated market of the Luxembourg Stock Exchange. The
Programme also permits Notes to be issued on the basis that they will not
be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be admitted to
listing, trading and/or quotation by such other or further competent
authorities, stock exchanges and/or quotation systems, as may be agreed
with the Issuer.
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg.

Initial Programme
Up to EUR 4,000,000,000 (or its equivalent in other currencies) aggregate
Amount:
principal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series will all
be subject to identical terms, except that the issue date and the amount of
the first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will all be subject to identical terms
in all respects save that a Tranche may comprise Notes of different

denominations.
Forms of Notes:
Notes may be issued in bearer form or in registered form.

Each Tranche of Bearer Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case as
specified in the relevant Final Terms. Each Global Note which is not
intended to be issued in new global note form (a "Classic Global Note"
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or "CGN"), as specified in the relevant Final Terms, will be deposited on
or around the relevant issue date with a depositary or a common
depositary for Euroclear and/or Clearstream, Luxembourg and/or any
other relevant clearing system and each Global Note which is intended to
be issued in new global note form (a "New Global Note" or "NGN"), as
specified in the relevant Final Terms, will be deposited on or around the
relevant issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. Each Temporary Global Note will be
exchangeable for a Permanent Global Note or, if so specified in the
relevant Final Terms, for Definitive Notes. If the TEFRA D Rules are
specified in the relevant Final Terms as applicable, certification as to non-
U.S. beneficial ownership will be a condition precedent to any exchange
of an interest in a Temporary Global Note or receipt of any payment of
interest in respect of a Temporary Global Note. Each Permanent Global
Note will be exchangeable for Definitive Notes in accordance with its
terms. Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.

Each Tranche of Registered Notes will be in the form of either Individual
Note Certificates or a Global Registered Note, in each case as specified
in the relevant Final Terms. Each Global Registered Note will be
deposited on or around the relevant issue date with a depositary or a
common depositary for Euroclear and/or Clearstream, Luxembourg
and/or any other relevant clearing system and registered in the name of a
nominee for such depositary or common depositary and will be
exchangeable for Individual Note Certificates in accordance with its
terms.

Each Note represented by a Global Registered Note will either be: (a) in
the case of a Note which is not to be held under the new safekeeping
structure ("New Safekeeping Structure" or "NSS"), registered in the
name of a common depositary (or its nominee) for Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system and
the relevant Global Registered Note will be deposited on or about the
issue date with the common depositary; or (b) in the case of a Note to be
held under the New Safekeeping Structure, be registered in the name of a
common safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system and the relevant
Global Registered Note will be deposited on or about the issue date with
the common safekeeper for Euroclear and/or Clearstream, Luxembourg.
Currencies:
Notes may be denominated in euro or in any other currency or currencies,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements. Payments in respect of Notes may, subject to
such compliance, be made in any currency or currencies other than the
currency in which such Notes are denominated.
Status of the Notes:
Notes will be issued on an unsubordinated basis.

Issue Price:
Notes may be issued at any price on a fully paid basis, as specified in the
relevant Final Terms. The price and amount of Notes to be issued under
the Programme will be determined by the Issuer and the relevant
Dealer(s) at the time of issue in accordance with prevailing market
conditions.
Maturities:
Any maturity up to 30 years, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. No money market instruments having a maturity at issue
of less than 12 months will be offered to the public or admitted to trading
on a regulated market under this Base Prospectus.
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Where Notes have a maturity of less than one year and either (a) the issue
proceeds are received by the Issuer in the United Kingdom or (b) the
activity of issuing the Notes is carried on from an establishment
maintained by the Issuer in the United Kingdom, such Notes must: (i)
have a minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments
(as principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments
(as principal or agent) for the purposes of their businesses; or (ii) be
issued in other circumstances which do not constitute a contravention of
section 19 of the Financial Services and Markets Act 2000 (the "FSMA")
by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Redemption Amount,
which shall not be less than par, as may be specified in the relevant Final
Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option of the
Issuer (either in whole or in part) and/or the Noteholders to the extent (if
at all) specified in the relevant Final Terms.
Tax Redemption:
Except as described in "Optional Redemption" above, early redemption
will only be permitted for tax reasons as described in Condition 9(b)
(Redemption and Purchase - Redemption for tax reasons).
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate or a floating rate or other variable rate and the
method of calculating interest may vary between the issue date and the
maturity date of the relevant Series.
Denominations:
No Notes may be issued under the Programme which (a) have a minimum
denomination of less than EUR 100,000 (or nearly equivalent in another
currency), or (b) carry the right to acquire shares (or transferable
securities equivalent to shares) issued by the Issuer or by any entity to
whose group the Issuer belongs. Subject thereto, Notes will be issued in
such denominations as may be specified in the relevant Final Terms,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Negative Pledge:
The Notes will have the benefit of a negative pledge as described in
Condition 5 (Negative Pledge).
Cross Default:
The Notes will have the benefit of a cross default as described in
Condition 13 (Events of Default).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of Finland unless the withholding is required by law.
In that event, the Issuer will (subject as provided in Condition 12
(Taxation)) pay such additional amounts as will result in the Noteholders
receiving such amounts as they would have received in respect of such
Notes had no such withholding been required.
Governing Law:
English law.

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