Obligation UniCred 6.572% ( XS1935310166 ) en USD

UniCred

100 % ▼

Italie

XS1935310166 ( en USD )

6.572% par an ( paiement semestriel )

13/01/2022 - Obligation échue

Prospectus brochure de l'obligation UniCredit XS1935310166 en USD 6.572%, échue

350 000 USD

2 500 000 000 USD

UniCredit est une banque italienne multinationale offrant une large gamme de services bancaires de détail, de gestion de patrimoine et d'investissement en Europe centrale et orientale, en Italie et dans certaines régions d'Europe occidentale.

L'Obligation émise par UniCred ( Italie ) , en USD, avec le code ISIN XS1935310166, paye un coupon de 6.572% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/01/2022

FINAL TERMS
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 ("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 (as amended, "MiFID
II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II Product Governance / Professional investors and ECPs only target market - Solely for the purposes
of each of the manufacturer's product approval process, the target market assessment in respect of the Notes has
led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution
channels.
Final Terms dated January 8, 2019
UNICREDIT S.p.A. US$2,500,000,000 6.572% Non-Preferred Senior Notes due 2022
Issue through Citibank, N.A. of Global Receipts (the "Global Receipts")
Representing beneficial interests in Rule 144A Notes (the "Rule 144A Notes")
Issue of Reg S Notes (the "Reg S Notes" and, together with the Rule 144A Notes, the "Notes")
under the US$30,000,000,000
Medium Term Note Program
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the
"Conditions") set forth in the offering memorandum dated November 26, 2018 (the "Offering Memorandum").
This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with
such Offering Memorandum. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Offering Memorandum. The Offering Memorandum is
available for viewing at the registered office of the Issuer at Piazza Gae Aulenti 3 - Tower A, 20154 Milano, Italy.
1.
Notes Issuer:
UniCredit S.p.A.
2.
Receipt Issuer:
Citibank, N.A.
3.
(i)
Series Number:
5

(ii)
Tranche Number: (If fungible with an
1
existing Series, details of that Series,
including the date on which the Notes
become fungible)
4.
Specified Currency:
US Dollars
5.
Aggregate Nominal Amount:

(i)
Series:
US$2,500,000,000
1

(ii)
Tranche:
US$2,500,000,000
6.
Issue Price:
100.000 per cent. of the Aggregate Nominal Amount
7.
(i)
Specified Denominations:
US$350,000 and integral multiples of US$1,000

(ii)
Calculation Amount:
US$1,000
8.
(i)
Issue Date:
January 15, 2019
We expect that delivery of the Notes will be on or about
January 15, 2019, which will be five business days (as
such term is used for purposes of Rule 15c6-1 of the
U.S. Exchange Act) following the date of pricing of the
Notes (this settlement cycle is being referred to as
"T+5"). Under Rule 15c6-1 of the U.S. Exchange Act,
trades in the secondary market generally are required to
settle in two business days unless the parties to any such
trade expressly agree otherwise.
Accordingly, purchasers who wish to trade Notes prior
to the delivery of the Notes will be required, by virtue
of the fact that the Notes will initially settle in T+5, to
specify an alternate settlement arrangement at the time
of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the Notes
prior to their date of delivery should consult their
advisors.

(ii)
Interest Commencement Date (if different
Issue Date
from the Issue Date):

(iii)
Pricing Date:
January 8, 2019

(iv)
Settlement Date (T+5):
January 15, 2019
9.
Business Days:
A day on which commercial banks and foreign
exchange markets settle payments and are open for
general business in London, Milan and New York
10.
Regular Record Date:
The fourth Business Day prior to the relevant Interest
Payment Date
11.
Maturity Date:
January 14, 2022
12.
First Call Date:
Not Applicable
13.
Interest Basis:
6.572% Fixed Rate
(further particulars specified below)
14.
Redemption/Payment Basis:
Redemption at par
15.
Change of Interest or Redemption/Payment Basis:
Not Applicable
16.
Call Options:
Issuer Call due to a MREL or TLAC Disqualification
Event
17.
(i)
Status of the Notes:
Non-Preferred Senior

(ii)
Date of Board approval for issuance of the
December 13, 2018
Notes:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
6.572 per cent. per annum payable in arrears on each
Interest Payment Date
2

(ii)
Interest Payment Date(s):
January 14 and July 14 in each year, commencing on
July 14, 2019 (short first coupon), up to and including
the Maturity Date
(iii)
Business Day Convention:
Following Business Day Convention, unadjusted
(iv)
Fixed Coupon Amount(s):
US$32.86 per Calculation Amount on each Interest
Payment Date, except for the amount of interest
payable on the first Interest Payment Date falling on
July 14, 2019
(v)
Day Count Fraction:
30/360
(vi)
Broken Amount(s):
US$32.68 per Calculation Amount payable on the
Interest Payment Date falling on July 14, 2019
(vii)
Determination Date(s):
Not Applicable
(viii)
Other terms relating to the method of
Not Applicable
calculating interest for Fixed Rate Notes:
19.
Floating Rate Note Provisions
Not Applicable
20.
Zero Coupon Note Provisions
Not Applicable
21.
Index-Linked Interest Note Provisions
Not Applicable
22.
Inflation-Linked Interest Note Provisions
Not Applicable
23.
Change of Interest Basis Provisions
Not Applicable
24.
Zero Coupon Note Provisions
Not Applicable
25.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
26.
Notice periods for Condition 10.3 and Condition 10.6: Minimum period: 5 days
Maximum period: 90 days
27.
Issuer Call
Not Applicable, except as provided below
28.
Regulatory Call
Not Applicable
29.
Issuer Call due to a MREL or TLAC
Applicable
Disqualification Event
30.
Final Redemption Amount
Not Applicable
31.
Early Redemption Amount
US$1,000 per Calculation Amount
Early Redemption Amount payable on redemption:
See also paragraph 29 (Issuer Call due to MREL or
(i) for taxation reasons (subject, in the case of Senior
TLAC Disqualification Event)
Notes and Non-Preferred Senior Notes issued in
accordance with MREL or TLAC Requirements, to
the provisions of Condition 10.14 (Conditions to
Redemption and Purchase of Senior Notes and Non-
Preferred Senior Notes Issued in Accordance With
MREL or TLAC Requirements), and in the case of
Subordinated Notes and Additional Tier 1 Notes, to
the provisions of Condition 10.13 (Conditions to Early
Redemption and Purchase of Subordinated Notes and
Additional Tier 1 Notes)) as contemplated by
Condition 10.3;
(ii) for regulatory reasons (in the case of Subordinated
Notes and Additional Tier 1 Notes only and subject to
the provisions of Condition 10.13 (Conditions to Early
Redemption and Purchase of Subordinated Notes and
3

Additional Tier 1 Notes)) as contemplated by
Condition 10.4;
(iii) for MREL or TLAC Disqualification Event
((subject to the provisions of Condition 10.14
(Conditions to Redemption and Purchase of Senior
Notes and Non- Preferred Senior Notes Issued in
Accordance With MREL or TLAC Requirements)) as
contemplated by Condition 10.6; or
(iv) on event of default,
and/or the method of calculating the same (if required
or if different from that set out in Condition 10.7
(Early Redemption Amounts):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes
Registered Global Notes
33.
Additional Financial Center(s) or other special
TARGET2, London and New York
provisions relating to Payment Dates:
34. Details relating to Instalment Notes: amount of each
Not Applicable
instalment, date on which each payment is to be made:
35.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
36.
(i)
Names of Managers:
Barclays Capital Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
UBS Securities LLC
UniCredit Bank AG

(ii)
Stabilizing Manager(s) (if any):
Not Applicable
37.
If non-syndicated, name of Dealer:
Not Applicable

U.S. selling restrictions:
Rule 144A
Regulation S

Additional selling restrictions:
As set forth in the Offering Memorandum dated
November 26, 2018
38.
Prohibition of Sales to EEA Retail Investors:
Applicable
39.
EU Benchmark Regulation:
Not Applicable

Tax Treatment of the Non-Preferred Senior Notes
To the extent required to take a position for U.S. federal income tax reporting purposes, the Issuer intends to treat
the Non-Preferred Senior Notes issued hereby as debt for U.S. federal income tax purposes. For a further
discussion of the U.S. federal income tax consequences of investing in the Non-Preferred Senior Notes, including
the tax consequences that could result if the Non-Preferred Senior Notes are not treated as debt for U.S. federal
income tax purposes, see "Taxation--Certain U.S. federal income tax consequences" in the Offering
Memorandum.

4

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge
of the Issuer, having taken all reasonable care to censure that such is the case, the information contained in these
Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such
information.
SIGNED on behalf of the Issuer:
By: _________________________________________
//Signed//

Duly authorized
5

PART B
OTHER INFORMATION
1.
Listing and admission to trading
(i)
Listing:
Not Applicable
(ii)
Admission to trading:
Not Applicable
(iii)
Estimate of total expenses related to
Not Applicable
admission to trading:
2.
Ratings
The Notes to be issued are expected to be rated:
S&P: BBB-
Moody's: Baa3
Fitch: BBB
3.
Interests of natural and legal persons involved in the issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the
future engage, in investment banking and/or commercial banking transactions with, and may perform other
services for, the Issuer and its affiliates in the ordinary course of business.
4.
Reasons for the offer, estimated net proceeds and total expenses
(i)
Reasons for the offer:
UniCredit S.p.A. intends to use the proceeds from
this offering for general funding purposes.
(ii)
Estimated net proceeds:
US$2,493,750,000
5.
Yield
6.572% per annum
Indication of yield:
The yield is calculated on the Issue Date.
As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price. It is not an
indication of future yield.
6.
Historic interest rates
Not Applicable
7.
Performance of index/formula/other variable, explanation of effect on value of investment and
associated risks and other information concerning the underlying
Not Applicable
8.
Performance of rate of exchange and explanation of effect on value of investment
Not Applicable
9.
Operational information
US ISIN Code for X Global Receipts:
US904678AJ86
(Italian Substitute Tax Exempt, subject to
Appendix B)
US ISIN Code for N Global Receipts:
US904678AK59
(Subject to Italian Substitute Tax)
IT ISIN Code for X Global Notes:
IT0005358269
(Italian Substitute Tax Exempt, subject to
Appendix B)
IT ISIN Code for N Global Notes:
IT0005358186
(Subject to Italian Substitute Tax)
6

CUSIP for X Global Receipts:
904678 AJ8
(Italian Substitute Tax Exempt, subject to
Appendix B)

CUSIP for N Global Receipts:
904678 AK5
(Subject to Italian Substitute Tax)

ISIN Code for Reg S Notes:
XS1935310166

Common Code for Reg S Notes:
193531016

Settlement:
The Depository Trust Company (X Global
Receipts and N Global Receipts)
Monte Titoli S.p.A., (X Global Notes and
N Global Notes)
Euroclear
Bank.
S.A./N.V.
and
Clearstream Banking, Luxembourg (Reg S
Notes)

Any clearing system(s) other than Monte Titoli,
Not Applicable
The Depository Trust Company, Euroclear and
Clearstream and the relevant identification
numbers):

Delivery:
Rule 144A Notes: Delivery free of payment
Reg S Notes: Delivery versus payment

Names and addresses of additional Paying
Not Applicable
Agent(s) (if any):
10. Further information relating to the Issuer

Further information relating to the Issuer is set out below, pursuant to Article 2414 of the Italian Civil
Code.
Objects:
The objects of the Issuer, as set out in Article 4 of
its by laws, are the collection of savings and the
carrying out of all forms of lending activities,
through its subsidiaries or otherwise. The Issuer
may, in compliance with regulations in force and
subject to obtaining any prior authorizations
required, perform all banking and financial
services and transactions, including the creation
and management of open and closed end
supplementary pension schemes, as well as any
other transaction necessary for, or incidental to,
the achievement of its corporate purpose, through
its subsidiaries or otherwise.
As parent company of the UniCredit banking
group, pursuant to Article 61 of Legislative Decree
No. 385 of September 1, 1993, the Issuer, in its
direction and coordination capacity, issues
instructions to Group companies, including those
for the purposes of implementing the Bank of
Italy's regulations and of ensuring the stability of
the Group.
The Issuer performs the role of parent company of
a financial conglomerate, pursuant to Article 3 of
Legislative Decree No. 142 of May 30, 2005.
Registered office:
Piazza Gae Aulenti 3 Tower A, 20154 Milano,
Italy
7

Issuer registration:
Registered at the Companies' Registry of the
Chamber of Commerce of Milan, Italy under
registration no. 00348170101.
Amount of paid-up share capital and reserves:
Paid-up share capital: 20,940,398,466.81
Reserves: 20,859,733.00 as of June 30, 2018

The following events are added to the sections entitled "Recent Developments" on pages 85 and 205 of the
Offering Memorandum dated November 26, 2018.
On December 14, 2018, UniCredit noted the announcements made on the same date by the European
Banking Authority ("EBA") and the European Central Bank regarding the information of the 2018 EU-
wide Transparency Exercise and fulfilment of the EBA Board of Supervisors' decision. The 2018
Transparency exercise covers two reference dates: December 31, 2017 and June 30, 2018. For further
information, see the press release published on UniCredit's website on December 14, 2018.
On December 18, 2018, UniCredit and Caius Capital LLP ("Caius") jointly announced that they settled
their dispute in relation to the "CASHES" transaction, and accordingly UniCredit withdrew its complaint
filed in the Court of Milan against Caius and the funds it manages seeking compensation for damages in
the amount of approximately 90 million stemming from Caius' actions against UniCredit over the
course of the previous months. For further information, see the press release published on UniCredit's
website on December 18, 2018.
On December 19, 2018, UniCredit Leasing S.p.A. and Guber Banca S.p.A. reached an agreement in
relation to the disposal of a portfolio of Italian leasing unsecured, non-performing loans on a non-
recourse basis (pro-soluto). The portfolio consists entirely of Italian exposures with a gross claim value
of approximately 170 million as of July 31, 2018. The impact of this transaction is expected to be
reflected in UniCredit's fourth quarter 2018 financial statements.
On January 8, 2019, Yapi Kredi (a Turkish bank and affiliate of UniCredit) announced that it had
mandated underwriters to lead a new U.S. dollar issuance to institutional investors pursuant to 144A and
Regulation S of Perpetual Non-Call 5-year Fixed Rate Resettable Additional Tier 1 notes. The notes are
expected to include a principal loss absorption component in the form of a temporary write-down feature
based on Yapi Kredi and/or the Group's 5.125% CET1 trigger. Yapi Kredi's controlling shareholders,
Koç Holding A.S. and UniCredit, have agreed to subscribe for up to 80% of the offering. Notes
purchased in the initial offering by Koç Holding A.S. and UniCredit are subject to a lock-up of 180 days
from the issue date. The Yapi Kredi notes offering and its final terms have not been finalized and
therefore are subject to change or withdrawal due to market or other conditions. Moreover, the
completion of this offering of the Notes is not contingent on the success of the Yapi Kredi notes offering.
The final terms of the Notes and the accompanying Offering Memorandum dated November 26, 2018
are not and should not be construed as an offering by our affiliate Yapi Kredi of its securities or by us of
the securities offered by Yapi Kredi.
The changes below are made to the first paragraph of the risk factor entitled "U.S. Foreign Account Tax
Compliance Withholding" and the first paragraph of the section entitled "Foreign Account Tax Compliance Act"
on pages 43 and 359, respectively, of the Offering Memorandum dated November 26, 2018.
"Subject to the proposed regulations discussed below, tThe Issuer and other non-U.S. financial
institutions through which payments on the Notes are made may be required to withhold U.S. tax at a rate
of 30 per cent. on all, or a portion of, payments of principal (or gross proceeds) and interest which are
treated as "foreign passthru payments" made after the later of December 31, 2018 and the date on which
the final regulations that define "foreign passthru payments" are filed withpublished in the U.S. Federal
Register in respect of: (i) any Notes treated as debt for U.S. federal tax purposes that are issued or
materially modified after the date that is six months after the date on which the final regulations that
define "foreign passthru payments" are filed withpublished in the U.S. Federal Register and (ii) any
Notes treated as equity for U.S. federal tax purposes, whenever issued, pursuant to Sections 1471 through
1474 of the Code ("FATCA") or similar law implementing an intergovernmental approach to FATCA.
In addition, the Issuer may, under certain circumstances, be required pursuant to FATCA to withhold tax
at a rate of 30 per cent. on all or a portion of (i) payments on, and (ii) beginning January 1, 2019, gross proceeds
8

from the disposition of, certain Notes giving rise to U.S. source "dividend equivalent" payments. Under recently
proposed regulations, (i) any withholding on foreign passthru payments on Notes that are not otherwise
grandfathered would apply to foreign passthru payments made on or after the date that is two years after
the date of publication in the U.S. Federal Register of applicable final regulations defining foreign
passthru payments, and (ii) gross proceeds would not be subject to FATCA withholding. Taxpayers
generally may rely on these proposed regulations until final regulations are issued."
This communication is intended for the sole use of the person to whom it is provided by the sender.
This notice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the
Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes have not
been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may only
be sold (i) within the United States to qualified institutional buyers, as defined under Rule 144A of the Securities
Act, in transactions exempt from registration under the Securities Act and (ii) outside the United States in
accordance with Regulation S of the Securities Act or pursuant to another applicable exemption from registration.
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER
NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA BLOOMBERG OR OTHER EMAIL SYSTEM.
9

Terms and Conditions of the Notes
TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions of the Notes which, as supplemented, amended and/or replaced by the
applicable Final Terms, will be endorsed on each Note issued under the Program. The terms and conditions applicable to
any Note in global form will differ from those terms and conditions which would apply to the Notes in definitive form to the
extent described in the Indenture.
UniCredit S.p.A. (the "Issuer") has established a Medium-Term Note Program (the "Program") for the issue of up to
U.S.$30,000,000,000 in aggregate principal amount of the following notes to be issued in one or more Series and to be
offered and sold without registration under the Securities Act:
S
notes of the Issuer to be offered and sold exclusively to investors reasonably believed to be QIBs, in transactions
exempt from registration under the Securities Act (the "Rule 144A Notes"); and
S
notes of the Issuer to be offered and sold to investors outside the United States in reliance on Regulation S of the
Securities Act (the "Reg S Notes" and together with the Rule 144A Notes, the "Notes").
Notes issued under the Program are issued in series (each a "Series") of Notes. Each Series is the subject of final terms (the
"Final Terms") which supplement these terms and conditions (the "Conditions"). The terms and conditions applicable to
any particular Series of Notes are these Conditions as modified and/or supplemented by the Final Terms applicable to such
Series as any of the same may, from time to time, be modified in accordance with the Indenture (as defined below). In the
event of any inconsistency between these Conditions and the applicable Final Terms, the applicable Final Terms shall
prevail.
The Notes are subject to, and have the benefit of, an amended and restated Indenture dated as of November 26, 2018 (as
modified, supplemented or restated, the "Indenture") between the Issuer, and Citibank, N.A., London Branch, as trustee
(the "Trustee", which expression shall include all Persons for the time being the trustee or trustees appointed under the
Indenture) issuing agent, Paying Agent, transfer agent and Note Registrar.
All subsequent references in these Conditions to "Notes" are to the Notes which are the subject of the applicable Final
Terms and which may be Senior Notes, Non-Preferred Senior Notes, Subordinated Notes or Additional Tier 1 Notes. Copies
of the applicable Final Terms are available for inspection and obtainable free of charge by the public during normal
business hours at the Corporate Trust Office of the Trustee or the Note Registrar.
The Holders and Beneficial Owners of the Notes, by accepting delivery thereof, acknowledge and agree that Italian
Substitute Tax will be withheld from any payment of interest and other income arising in respect of the Notes to any
investor that is not, or ceases to be, eligible to receive interest free of Italian Substitute Tax in respect of the Notes
(including, in the case of investors in the Rule 144A Notes, if the Tax Certification Procedures prove to be ineffective or
incorrect) or in respect of any investor in the Rule 144A Notes or its DTC Participant who fails to comply with the Tax
Certification Procedures. The Issuer will not pay any additional amounts in respect of any such withholding. Investors in the
Regulation S Notes will not be required to comply with the Tax Certification Procedures, although Euroclear or Clearstream
will require such investors to comply with certain procedures to be eligible to receive interest free of Italian Substitute Tax
in respect of the Regulation S Notes.
Certain provisions of these Conditions are summaries of the Indenture and are subject to its detailed provisions. Holders are
bound by, and are deemed to have notice of all the provisions of the Indenture applicable to them. Copies of the Indenture
are available for inspection by Holders during normal business hours at the Corporate Trust Office of the Trustee.
1.
DEFINITIONS AND INTERPRETATION
1.1
Definitions
In these Conditions the following expressions have the following meanings:
"Acupay" means Acupay System LLC, provided that if Acupay is succeeded or replaced as tax compliance agent
under the terms of the TCA Agreement, references to Acupay in these Conditions and the Indenture shall be
deemed to refer to such successor tax compliance agent.
"Additional Disruption Event" means any Change of Law, Hedging Disruption and/or Increased Cost of Hedging,
in each case if specified in the applicable Final Terms.
"Additional Tier 1 Capital" has the meaning given to such term (or any other equivalent or successor term) in the
Relevant Regulations.
"Additional Tier 1 Notes" means Notes specified in the applicable Final Terms as being subordinated and
intended to qualify as Additional Tier 1 Capital.
"Additional Business Center" means the Additional Business Center specified in the applicable Final Terms.
"Adjustment Spread" means a spread (which may be positive or negative) or formula or methodology for
calculating a spread, which the relevant Independent Adviser or the Issuer (as applicable) determines is required to
be applied to a Successor Reference Rate or an Alternative Reference Rate (as applicable) in order to reduce or
eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as
applicable) to the Noteholders as a result of the replacement of the Reference Rate with such Successor Reference
Rate or Alternative Reference Rate (as applicable) and is the spread, formula or methodology which: (i) in the case
of a Successor Reference Rate, is formally recommended in relation to the replacement of the Reference Rate with
1