Obligation UniCred 7.5% ( XS1963834251 ) en EUR

UniCred

100 % ▲

Italie

XS1963834251 ( en EUR )

7.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation UniCredit XS1963834251 en EUR 7.5%, échéance Perpétuelle

200 000 EUR

1 000 000 000 EUR

03/06/2025 ( Dans 11 jours )

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 EUR, avec le code ISIN XS1963834251, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

UNICREDIT S.p.A.
(incorporated with limited liability as a Società per Azioni in the Republic of Italy under registered number 00348170101)
Issue of 1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate
Resettable Notes
Issue Price: 100 per cent.

The 1,000,000,000 Non-Cumulative Temporary Write-Down Deeply Subordinated Fixed Rate Resettable Notes (the Notes) will be issued by
UniCredit S.p.A. (the Issuer or UniCredit). The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, as described in
Condition 4 (Status of the Notes) in "Terms and Conditions of the Notes" and will be governed by, and construed in accordance with, Italian law, as
described in Condition 17 (Governing Law and Jurisdiction) in "Terms and Conditions of the Notes".
The UniCredit banking group is registered with the Register of Banking Groups held by the Bank of Italy pursuant to Article 64 of Legislative Decree
No. 385 of 1 September 1993, as amended (the Italian Banking Act) under number 02008.1 (the Group or the UniCredit Group).
The Notes will bear interest on their Prevailing Principal Amount (as defined in Condition 2 (Definitions and Interpretation) in "Terms and
Conditions of the Notes"), payable (subject to cancellation as described below) semi-annually in arrear on 3 June and 3 December in each year (each
an Interest Payment Date), as follows: (i) in respect of the period from (and including) 19 March 2019 (the Issue Date) to (but excluding) 3 June
2026 (the First Call Date) at the rate of 7.5 per cent. per annum, and (ii) in respect of each period from (and including) the First Call Date and every
fifth anniversary thereof (each a Reset Date) to (but excluding) the next succeeding Reset Date (each such period, a Reset Interest Period), at the
rate per annum, calculated on an annual basis and then converted to a semi-annual rate in accordance with market conventions, equal to the aggregate
of 7.334 per cent. per annum (the Margin) and the 5-year Mid-Swap Rate (as defined in "Terms and Conditions of the Notes") for the relevant Reset
Interest Period. The Issuer may elect in its full discretion to cancel (in whole or in part) the Interest Amounts otherwise scheduled to be paid on any
Interest Payment Date. Further, payment of Interest Amounts on any Interest Payment Date must be cancelled (in whole or, as the case may be, in
part) in the circumstances described in Condition 5 (Interest and Interest Cancellation) in "Terms and Conditions of the Notes". The cancellation of
any Interest Amounts shall not constitute a default for any purpose on the part of the Issuer. Interest on the Notes is not cumulative and any Interest
Amounts that the Issuer elects not to pay or is prohibited from paying will not accumulate or compound and all rights and claims in respect of such
amounts shall be fully and irrevocably forfeited, and no payments shall be made, nor shall any Noteholder be entitled to any payment or indemnity in
respect thereof. See Condition 5 (Interest and Interest Cancellation) in "Terms and Conditions of the Notes". Further, during the period of any Write-
Down pursuant to Condition 6 (Loss Absorption and Reinstatement of Principal Amount) in "Terms and Conditions of the Notes", as described below,
interest will accrue on the Prevailing Principal Amount of the Notes which shall be lower than the Initial Principal Amount unless the Notes have
subsequently been Written-Up in full.
The principal amount of each Note may be Written Down on a pro rata basis with the other Notes and taking into account the at least pro
rata write-down (or write-off) or conversion into Ordinary Shares of any other Equal Loss Absorbing Instruments (and taking into account
the write-down (or write-off) or conversion of any Prior Loss Absorbing Instruments), as described in Condition 6 (Loss Absorption and
Reinstatement of Principal Amount) in "Terms and Conditions of the Notes", if, at any time, the Common Equity Tier 1 Capital Ratio of the
Issuer or the UniCredit Group falls below 5.125 per cent. or, in each case, the then minimum trigger event ratio for loss absorption
applicable to Additional Tier 1 Capital instruments specified in the Relevant Regulations (excluding any guidelines or policies of non-
mandatory application) applicable to the Issuer and/or the UniCredit Group (all as defined in Condition 2 (Definitions and Interpretation) in
"Terms and Conditions of the Notes"). Noteholders may lose some or all of their investment in the Notes as a result of such a Write-Down.
Following any such reduction, the Issuer may, in its full discretion and subject to the Maximum Distributable Amount (if any) not being
exceeded thereby, increase the Prevailing Principal Amount of the Notes up to a maximum of the Initial Principal Amount, on a pro rata
basis with the other Notes and with other Written-Down Additional Tier 1 Instruments, if the Issuer records positive Net Income or, to the
extent permitted by the then prevailing Relevant Regulations, positive Consolidated Net Income (all as defined in Condition 2 (Definitions
and Interpretation) in "Terms and Conditions of the Notes"), subject to certain further conditions. See Condition 6 (Loss Absorption and
Reinstatement of Principal Amount) in "Terms and Conditions of the Notes".
Unless previously redeemed or purchased and cancelled as provided in "Terms and Conditions of the Notes", the Notes will mature on the date on
which voluntary or involuntary winding up, dissolution, liquidation or bankruptcy (including, inter alia, Liquidazione Coatta Amministrativa)
proceedings are instituted in respect of the Issuer, in accordance with (a) a resolution of the shareholders' meeting of the Issuer, (b) any provision of
the by-laws of the Issuer (currently, the maturity of the Issuer is set in its by-laws at 31 December 2100) or (c) any applicable legal provision or any
decision of any judicial or administrative authority. Noteholders do not have the right to call for the redemption of the Notes. Upon maturity, the
Notes will become due and payable at an amount equal to their Prevailing Principal Amount together with any accrued interest and any additional
amounts due pursuant to Condition 9 (Taxation). The Issuer may, at its sole discretion (but subject to the provisions of Condition 7.8 (Conditions to
redemption and purchase) in "Terms and Conditions of the Notes"), redeem the Notes in whole, but not in part, on any Optional Redemption Date

(Call) at their Prevailing Principal Amount (all as defined in Condition 2 (Definitions and Interpretations) in "Terms and Conditions of the Notes"),
plus any accrued interest and any additional amounts due pursuant to Condition 9 (Taxation) in "Terms and Conditions of the Notes". The Issuer may
also, at its sole discretion (but subject to the provisions of Condition 7.8(Conditions to redemption and purchase) in "Terms and Conditions of the
Notes"), redeem the Notes in whole, but not in part, at any time at their Prevailing Principal Amount upon the occurrence of a Capital Event or a Tax
Event (all as defined in Condition 2 (Definitions and Interpretations) in the "Terms and Conditions of the Notes") plus any accrued interest and any
additional amounts due pursuant to Condition 9 (Taxation) in "Terms and Conditions of the Notes".
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 (the Luxembourg Act) on prospectuses for securities to approve this document as a prospectus. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of
the Issuer in accordance with Article 7(7) of the Luxembourg Act. Application has also been made to the Luxembourg Stock Exchange for the listing
of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the professional segment of the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EC, as
amended or superseded (MiFID II). This Prospectus (together with any documents incorporated by reference herein) is available on the Luxembourg
Stock Exchange website (www.bourse.lu).
Payments of interest or other amounts relating to the Notes may be subject to a substitute tax (referred to as imposta sostitutiva) of 26 per cent. in
certain circumstances. In order to obtain exemption at source from imposta sostitutiva in respect of payments of interest or other amounts relating to
the Notes, each Noteholder not resident in the Republic of Italy is required to comply with the deposit requirements described in "Taxation Taxation
in the Republic of Italy" and to certify, prior to or concurrently with the delivery of the Notes, that such Noteholder is, inter alia, (i) resident in a
country which recognises the Italian tax authorities' right to an exchange of information pursuant to terms and conditions set forth in the relevant
treaty (such countries are listed in the Ministerial Decree of 4 September 1996, as amended by Ministerial Decree of 23 March 2017 and possibly
further amended by future decrees issued pursuant to Article 11(4)(c) of Decree No. 239 of 1 April 1996 (as amended by Legislative Decree No. 147
of 14 September 2015)) and (ii) the beneficial owner of payments of interest, premium or other amounts relating to the Notes, all as more fully set out
in "Taxation Taxation in the Republic of Italy" on page 136.
Amounts payable under the Notes are calculated by reference to the annual mid-swap rate for euro swaps with a term of five years which appears on
Bloomberg screen "EUAMDB05 Index" as of 11:00 a.m. (Central European time) on such Reset Rate of Interest Determination Date (as defined in
the "Terms and Conditions of the Notes") which is provided by ICE Benchmark Administration or by reference to EURIBOR which is provided by
the European Money Markets Institute. As at the date of this Prospectus, the ICE Benchmark Administration is included in the register of
administrators maintained by the European Securities and Markets Authority (ESMA) under Article 36 of the Regulation (EU) No. 2016/1011 (the
Benchmarks Regulation). As at the date of this Prospectus, the European Money Markets Institute is not included in the register of administrators
and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, the
transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the European Money Markets Institute is not currently required to
obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
The Notes are expected to be rated "B+" by Fitch Italia Società Italiana per il Rating S.p.A. (Fitch). Fitch is established in the European Union and is
registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such Fitch is included in the list of credit rating 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. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating agency. Please also refer to "Risk Factors Credit ratings may not reflect all risks
and may be lowered, suspended, withdrawn or not maintained" section of this Prospectus.
The Notes will initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited
on or about the Issue Date with a common depositary for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent
Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 28 April 2019 (the Exchange
Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only
in certain limited circumstances see "Overview of Provisions relating to the Notes while in Global Form".
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below. The Notes are not intended to be sold and
should not be sold to "retail clients" (as defined in MiFID II) in the European Economic Area (EEA) and/or under the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 published by the United Kingdom's Financial Conduct
Authority. Potential investors should read the whole of this document, in particular the "Risk Factors" set out on pages 11 to 81 and
"Restrictions on Marketing, Sales and Resales to Retail Investors" set out on pages 8 to 9.

MiFID II professionals/ECPs-only/No PRIIPs KID/FCA PI RESTRICTION Manufacturer target market (MiFID II product governance)
is eligible counterparties and professional clients only (all distribution channels). The target market assessment indicates that the Notes are
incompatible with the needs, characteristic and objectives of retail clients and accordingly the Notes shall not be offered or sold to any retail
clients. No packaged retail and insurance-based investment products (PRIIPs) key information document (KID) has been prepared as the
Notes are not available to retail investors in the EEA.
Joint Bookrunners and Joint Lead Managers
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
ING
UniCredit Bank
Co-Lead Managers
Banco Sabadell
Belfius
Lloyds Bank Corporate Markets
Millenium bcp
SEB
Unione di Banche Italiane S.p.A.

The date of this Prospectus is 15 March 2019

IMPORTANT INFORMATION
The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and contains no omissions likely to affect its
import.
This 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 Prospectus shall be read and construed on
the basis that such documents are incorporated and form part of this Prospectus.
No representation, warranty or undertaking, express or implied, is made by any of the Managers named
under "Subscription and Sale" below or any of their respective affiliates and no responsibility or liability is
accepted by any of the Managers or by any of their respective affiliates as to the accuracy or completeness of
the information contained or incorporated in this Prospectus or of any other information provided by the
Issuer in connection with the Notes. No Managers or any of their respective affiliates accepts any liability in
relation to the information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer in connection with the Notes.
This Prospectus contains or incorporates by reference industry and customer-related data as well as
calculations taken from industry reports, market research reports, publicly available information and
commercial publications. It is hereby confirmed that (a) to the extent that information reproduced herein
derives from a third party, such information has been accurately reproduced and (b) insofar as the Issuer is
aware and is able to ascertain from information derived from a third party, no facts have been omitted which
would render the information reproduced inaccurate or misleading.
Commercial publications generally state that the information they contain originates from sources assumed
to be reliable, but that the accuracy and completeness of such information is not guaranteed, and that the
calculations contained therein are based on a series of assumptions. External data have not been
independently verified by the Issuer.
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 Prospectus or any other information supplied in connection with the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Managers.
Neither this Prospectus nor any other information supplied in connection with the 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 Managers that any recipient of this Prospectus or of any other information supplied by
the Issuer or such other information as is in the public domain in connection with the Notes should purchase
any Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial conditions and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Prospectus nor any other information supplied in connection with the issue of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or any of the Managers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in it concerning the Issuer is correct at any time
subsequent to its date or that any other information supplied in connection with the Notes is correct as of any
time subsequent to the date indicated in the document containing the same. The Managers expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise
any investor in any Notes of any information coming to their attention. Investors should review, inter alia,
the documents incorporated by reference into this Prospectus when deciding whether or not to purchase any
Notes.

4

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy 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 Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Managers do not represent that this 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
Managers which is intended to permit a public offering of the Notes or distribution of this 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 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 Prospectus or any Notes may come must
inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and the
offer or sale of Notes in the United States (Regulation S), the United Kingdom, the EEA, the Republic of
Italy, Switzerland, Canada, Japan, Hong Kong, Singapore and the People's Republic of China. For a further
description of certain restrictions on offers and sales of the Notes and on the distribution of this Prospectus,
see "Subscription and Sale".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be
offered, sold or delivered within the United States or to U.S. persons (as defined in the U.S. Internal
Revenue Code of 1986, as amended, and regulations thereunder). The Notes may be offered and sold
outside the United States to non-U.S. persons in reliance on Regulation S (Regulation S) under the
Securities Act. For a description of certain restrictions on offers, sales and deliveries of the Notes and
on the distribution of this Prospectus and other offering material relating to the Notes, see
"Subscription and Sale".
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State (each, a
Relevant Member State) of the EEA will 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 the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member
State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to
such offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer
of the Notes in circumstances in which an obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer. As used herein, the expression Prospectus Directive means
Directive 2003/71/EC, as amended or superseded.
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for
it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
A prospective investor may not rely on the Issuer, the Managers or any of their respective affiliates in
connection with its determination as to the legality of its acquisition of the Notes or as to the other matters
referred to above.
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:

5

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
Prospectus;

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;

has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential
investor's currency;

understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and

is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear applicable risks.
The 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 and appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Notes which are complex financial instruments
unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Each prospective investor should consult its own advisers as to legal, tax and related aspects in connection
with any investment in the Notes. An investor's effective yield on the Notes may be diminished by certain
charges such as taxes, duties, custodian fees on that investor on its investment in the Notes or the way in
which such investment is held.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or to review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (a) Notes
are legal investments for it, (b) Notes can be used as collateral for various types of borrowing and (c) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
This Prospectus, including the documents incorporated by reference herein, contains forward-looking
statements. Such items in this Prospectus include, but are not limited to, statements made under "Risk
Factors". Such statements can be generally identified by the use of terms such as "anticipates", "estimates",
"believes", "intends", "aims", "seeks", "could", "expects", "may", "plans", "should", "will" and "would", or
by comparable terms and the negatives of such terms. In addition, this Prospectus includes targets relating to
future regulatory capital ratios in the section "Description of the Issuer Regulatory Capital Ratios". By their
nature, forward-looking statements and projections involve risk and uncertainty, and the factors described in
the context of such forward-looking statements and targets in this Prospectus could cause actual results and
developments to differ materially from those expressed in or implied by such forward-looking statements.
The Issuer has based forward-looking statements on its expectations and projections about future events as of
the date such statements were made. These forward-looking statements are subject to risks, uncertainties and
assumptions about UniCredit S.p.A. and the UniCredit Group, including, among other things, the risks set
out under "Risk Factors".
All references in this Prospectus to Euro, EUR, or euro are 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

6

European Union of those members of the European Union which are participating in the European economic
and monetary union.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, GOLDMAN SACHS INTERNATIONAL
ACTING AS STABILISING MANAGER (THE STABILISING MANAGER) (OR PERSONS
ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER ALLOT NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE 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 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 AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. SUCH
STABILISING OR OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH
ALL APPLICABLE LAWS, REGULATIONS AND RULES.

7

Restrictions on Marketing, Sales and Resales to Retail Investors
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1
October 2015 (the PI Instrument). In addition: (i) on 1 January 2018, the provisions of Regulation (EU)
No. 1286/2014 on key information documents for packaged and retail and insurance-based investment
products (as amended or superseded, the PRIIPs Regulation) became directly applicable in all EEA
member states and (ii) MiFID II was required to be implemented in EEA member states by 3 January 2018.
Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the Regulations.
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Notes (or any beneficial interests
therein), including the Regulations.

Each of the Managers (and/or their affiliates) are required to comply with some or all of the Regulations. By
purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in such Notes)
from the Issuer and/or any Manager, you represent, warrant, agree with and undertake to the Issuer and each
of the Managers that:

(a) you are not a retail client in the EEA (as defined in MiFID II);
(b) whether or not you are subject to the Regulations, you will not:
(i) sell or offer the Notes (or any beneficial interests therein) to retail clients (as defined in MiFID II); or
(ii) communicate (including by the distribution of the Preliminary Prospectus or the final Prospectus
relating to the Notes) or approve any invitation or inducement to participate in, acquire or underwrite
the Notes (or any beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client (in each case, within the
meaning of MiFID II) and in selling or offering the Notes or making or approving communications
relating to the Notes you may not rely on the limited exemptions set out in the PI Instrument;

(c) you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), including (without limitation) MiFID II and any other applicable laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an
investment in the Notes (or any beneficial interests therein) by investors in any relevant jurisdiction;

(d) if you are a purchaser in Singapore, you are an accredited investor or an institutional investor as defined
in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) and you will not sell or offer
the Notes (or any beneficial interest therein) to persons in Singapore other than such accredited investors
or institutional investors;

(e) you will act as principal in purchasing, making or accepting any offer to purchase any Notes (or any
beneficial interest therein) and not as an agent, employee or representative of any of the Managers; and

(f) if you are a Hong Kong purchaser, your business involves the acquisition and disposal, or the holding, of

8

securities (whether as principal or as agent) and you fall within the category of persons described as
"professional investors" under the Securities and Futures Ordinance (Cap.571) of Hong Kong (the SFO)
and any rules made under the SFO.

You further acknowledge that:
(a) the identified target market for the Notes (for the purposes of the product governance obligations in
MiFID II) is eligible counterparties and professional clients; and
(b) no key information document (KID) under the PRIIPs Regulation 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.
PRIIPs Regulation / 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 EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning
of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by 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 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.
Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or any of
the Managers, the foregoing representations, warranties, agreements and undertakings will be given by and
be binding upon both you as agent and your underlying client(s).

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TABLE OF CONTENTS

Page
Risk Factors ...................................................................................................................................................... 11
Overview .......................................................................................................................................................... 82
Documents Incorporated by Reference ............................................................................................................ 96
Terms and Conditions of the Notes ................................................................................................................ 103
Overview of Provisions relating to the Notes while in Global Form ............................................................. 131
Use of Proceeds .............................................................................................................................................. 134
Description of the Issuer ................................................................................................................................. 135
Taxation .......................................................................................................................................................... 136
Subscription and Sale ..................................................................................................................................... 143
General Information ....................................................................................................................................... 148

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