Obligation Totale 1.75% ( XS1974787480 ) en EUR

Totale

100 % ⇌

France

XS1974787480 ( en EUR )

1.75% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Total XS1974787480 en EUR 1.75%, échéance Perpétuelle

04/04/2026 ( Dans 314 jours )

TotalEnergies est une multinationale française intégrée active dans l'exploration et la production d'hydrocarbures, la production et la distribution d'électricité, et la commercialisation de produits pétroliers et chimiques.

L'Obligation émise par Totale ( France ) , en EUR, avec le code ISIN XS1974787480, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 2 April 2019

TOTAL S.A.
(incorporated as a société anonyme with limited liability in the Republic of France)
as Issuer

1,500,000,000 Undated Non-Call 5 Year Deeply Subordinated Fixed Rate Resettable Notes
issued as Tranche 1 of Series 124
Issue Price: 100.00 per cent.

under the 35,000,000,000 Euro Medium Term Note Programme
due from seven days from the date of the original issue

The 1,500,000,000 Undated Non-Call 5 Year Deeply Subordinated Fixed Rate Resettable Notes (the "Notes") of Total S.A.
("Total" or the "Issuer") will be issued on 4 April 2019 (the "Issue Date") under its 35,000,000,000 Euro Medium Term
Note Programme (the "Programme").
The principal and interest in respect of the Notes constitute direct, unconditional, unsecured and deeply subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among themselves and
equally and rateably with all other present or future Deeply Subordinated Obligations, but subordinated to the prêts
participatifs, if any, granted to the Issuer and titres participatifs, if any, issued by the Issuer, and Ordinary Subordinated
Obligations and Unsubordinated Obligations of the Issuer but in priority to Junior Securities of the Issuer, as set out in
"Status and Subordination of the Notes" in the Terms and Conditions of the Notes.
The Notes are undated securities with no specified maturity date.
The Issuer will have the right to redeem all (but not some only) of the Notes on the First Reset Date or upon any Interest
Payment Date thereafter, as defined and further described in "Redemption and Purchase - Optional Redemption" in the
Terms and Conditions of the Notes. The Issuer may also, at its option, redeem all (but not some only) of the Notes at any
time upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deduction Event, a Substantial Repurchase
Event, an Accounting Event or an Equity Credit Rating Event, all as further described in "Redemption and Purchase" in the
Terms and Conditions of the Notes.
The Issuer will also have the right to substitute or vary the terms and conditions of the Notes in the event that a Gross-Up
Event, a Withholding Tax Event, a Tax Deduction Event, an Accounting Event or an Equity Credit Rating Event has
occurred or is expected to occur as further described in "Redemption and Purchase" in the Terms and Conditions of the
Notes.
Unless previously redeemed in accordance with the "Redemption and Purchase", and subject to the further provisions
described in "Interest" in the Terms and Conditions of the Notes, the Notes shall bear interest on their principal amount as
follows:
(i)
from, and including, the Issue Date to, but excluding, 4 April 2024 (the "First Reset Date"), at an interest
rate of 1.750 per cent. per annum (the "First Interest Rate"), payable annually in arrear on 4 April of
each year, commencing on 4 April 2020 and ending on the First Reset Date;
(ii)
from, and including, the First Reset Date to, but excluding, 4 April 2029 (the "First Step-up Date"), at an
interest rate per annum which shall be equal to the sum of the Reference Rate of the relevant Reset Period
and the Initial Margin (the "First Reset Interest Rate"), payable annually in arrear on 4 April of each
year, commencing on 4 April 2025 and ending on the First Step-up Date;
(iii)
from, and including, the First Step-up Date to, but excluding, 4 April 2044 (the "Second Step-up Date"),
at an interest rate per annum which will be subject to a reset every five years and shall be equal to the sum
of the Reference Rate of the relevant Reset Period, the Initial Margin and the First Step-up Margin (the
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"First Step-up Interest Rate"), payable annually in arrear on 4 April of each year, commencing on 4
April 2030 and ending on the Second Step-up Date; and
(iv)
from, and including, the Second Step-up Date, at an interest rate per annum which will be subject to a reset
every five years and shall be equal to the sum of the Reference Rate of the relevant Reset Period, the
Initial Margin and the Second Step-up Margin (the "Following Step-up Interest Rate"), payable annually
in arrear on 4 April of each year, commencing on 4 April 2045;
where the Initial Margin shall be 1.765 per cent. per annum, the First Step-up Margin shall be 0.25 per cent. per annum and
the Second Step-up Margin shall be 1.00 per cent. per annum and provided that each of the First Reset Interest Rate, the First
Step-up Interest Rate and the Following Step-up Interest Rate shall never be less than zero.
Payment of interest on the Notes may be deferred in whole or in part at the option of the Issuer under certain
circumstances, as set out in "Interest Optional Interest Deferral" in the Terms and Conditions of the Notes.
This prospectus (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as
amended or superseded (the "Prospectus Directive") and the relevant implementing measures in France.
This Prospectus has been prepared for the purposes of giving information with regard to Total and its consolidated
subsidiaries taken as a whole (together with the Issuer, the "Group") and the Notes which, according to the particular nature
of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of Total and the Group. Application has been made to the Autorité des
marchés financiers (the "AMF") in France for approval of this Prospectus, in its capacity as competent authority pursuant to
Article 212-2 of its Règlement Général which implements the Prospectus Directive. Application has been made to Euronext
Paris for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU as amended, appearing on the list of regulated markets issued by the
European Securities Market Authority ("ESMA").
The Notes will be in bearer form and in the denominations of EUR 100,000 and integral multiples of EUR 1,000 in excess
thereof up to and including EUR 199,000. 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, S.A. ("Clearstream"). Interests in the
Temporary Global Note will be exchangeable for interests in a permanent global note (the "Permanent Global Note" and,
together with the relevant Temporary Global Note, the "Global Notes"), without interest coupons, on or after 15 May 2019,
upon certification as to non-U.S. beneficial ownership.
The Issuer is currently rated A+ with a positive outlook by S&P Global Ratings Europe Limited ("S&P") and Aa3 with a
positive outlook by Moody's Investors Service Limited ("Moody's"). The Notes have been rated A- by S&P and A2 by
Moody's. Each of S&P and Moody's is established in the European Union, is registered under Regulation (EC)
No.1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and is included in the list of registered credit
rating agencies published on the website of ESMA (www.esma.europa.eupage/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. Credit ratings are subject to revision, suspension or withdrawal at any time by the
relevant rating organization. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, change or withdrawal at any time by the assigning rating agency.
Copies of this Prospectus may be obtained, free of charge, at the registered office of the Issuer during normal business hours.
Copies of this Prospectus will also be available on the website of the AMF (www.amf-france.org) and on the website of the
Issuer (www.total.com).
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 the light of their own circumstances and financial condition. For a discussion of these risks see "Risk
Factors" below.

Structuring Advisors, Joint Global Coordinators and Joint Bookrunners
CITIGROUP

CRÉDIT AGRICOLE CIB
Joint Bookrunners
BofA MERRILL LYNCH
BARCLAYS
HSBC
SMBC NIKKO

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This Prospectus is to be read and construed in conjunction with the documents incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" below) which have been
previously published and which shall be deemed to be incorporated by reference in, and form part
of, this Prospectus (except to the extent so specified in, or to the extent inconsistent with, this
Prospectus).

This Prospectus has been prepared for the purposes of giving information with regard to Total and
its subsidiaries and affiliates taken as a whole (together with the Issuer, the "Group") and the Notes
which, according to the particular nature of the Issuer and the Notes, is necessary to enable
investors to make an informed assessment of the assets and liabilities, financial position, profit and
losses and prospects of Total and the Group.
The Issuer (the "Responsible Person") accepts responsibility for the information contained or
incorporated by reference in this Prospectus and declares that, having taken all reasonable care to
ensure that such is the case, the information contained or incorporated by reference in this
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission
likely to affect its import.

No person has been authorised to give any information or to make any representation other than
those contained in this Prospectus in connection with the issue or sale of any Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Joint Bookrunners. Neither the delivery of this Prospectus nor the offering,
sale or delivery of the Notes shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer of the Group since the date hereof or that there has been
no adverse change in the financial position of the Issuer or the Group since the date hereof or that
any other information supplied in connection with this Prospectus is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Certain of the Joint Bookrunners and their affiliates have engaged, and may in the future engage,
in investment banking and/or commercial banking transactions with, and may perform services for,
the Issuer and their affiliates in the ordinary course of business. In addition, in the ordinary course
of their business activities, the Joint Bookrunners and their affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities)
and financial instruments (including bank loans) for their own account and for the accounts of
their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer's affiliates. Certain of the Joint Bookrunners or their affiliates
that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer
consistent with their customary risk management policies. Typically, such Joint Bookrunners and
their affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in securities, including potentially
the Notes. Any such positions could adversely affect future trading prices of Notes. The Joint
Bookrunners and their affiliates may also make investment recommendations and/or publish or
express independent research views in respect of such securities or financial instruments and may
hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or the solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by
law in certain jurisdictions. None of the Issuer or the Joint Bookrunners represent that this
document 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
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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 Joint Bookrunners which is
intended to permit a public offering of any 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 and the Joint Bookrunners have represented
that all offers and sales by them will be made on the same terms. 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 (see
"Subscription and Sale" below).
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer
and the Joint Bookrunners to inform themselves about and to observe any such restriction.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN
RESTRICTIONS ON OFFERS AND SALES OF NOTES AND ON DISTRIBUTION OF THIS
PROSPECTUS, SEE "SUBSCRIPTION AND SALE" HEREIN.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Joint Bookrunners to subscribe for, or purchase, any Notes.
In connection with the issue of the Notes, Citigroup Global Markets Limited will act as stabilising
manager (the "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
market price of the Notes at a level higher than that which might otherwise prevail. However, such
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the final terms of the offer of the Notes is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 calendar days after the
issue date of the Notes and 60 calendar days after the date of the allotment of the Notes. Any
stabilisation action or over-allotment shall be conducted by or on behalf of the Stabilising Manager
in accordance with applicable laws and rules.
The Joint Bookrunners have not separately verified the information contained in this Prospectus.
None of the Joint Bookrunners makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus. Neither this Prospectus nor any other information incorporated by reference in this
Prospectus is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Joint Bookrunners that any recipient of this
Prospectus or any other information incorporated by reference should subscribe for or purchase the
Notes. In making an investment decision regarding the Notes, prospective investors must rely on
their own independent investigation and appraisal of the Issuer, its business and the terms of the
offering, including the merits and risks involved. For further details, see "Risk Factors" herein.
The contents of this Prospectus are not to be construed as legal, business or tax advice. Each
prospective investor should subscribe for or consult its own advisers as to legal, tax, financial, credit
and related aspects of an investment in the Notes. None of the Joint Bookrunners undertakes to
review the financial condition or affairs of the Issuer or the Group during the life of the Notes nor
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to advise any investor or potential investor in the Notes of any information coming to the attention
of any of the Joint Bookrunners.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR" or "euro" or "" are to the
single currency introduced at the start of the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European Community, as amended, and references to
"U.S. dollars", "U.S. Dollars", "USD" or "U.S.$" are to the lawful currency of the United States of
America.
IMPORTANT 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 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, as
amended ("MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU, as amended
("IMD"), 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 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 manufacturer's product approval process,
the target market assessment in respect of the Notes, taking into account the five categories referred
to in item 18 of the Guidelines on MiFID II product governance requirements published by ESMA
dated 5 February 2018, 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.

5

TABLE OF CONTENTS

Page
RISK FACTORS ..................................................................................................................................... 7
GENERAL DESCRIPTION OF THE NOTES ..................................................................................... 21
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 32
TERMS AND CONDITIONS OF THE NOTES .................................................................................. 37
USE OF PROCEEDS ............................................................................................................................ 56
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................................... 57
RECENT DEVELOPMENTS ............................................................................................................... 58
TAXATION ........................................................................................................................................... 60
SUBSCRIPTION AND SALE .............................................................................................................. 62
GENERAL INFORMATION ................................................................................................................ 64
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............... 67

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
Terms used but not defined in this section shall have the same meaning as that set out in the "Terms and
Conditions of the Notes" or elsewhere in this Prospectus.
A.
Risk Factors relating to the Issuer
The Risk Factors relating to the Issuer and its operations are set out on pages 74 to 86 of the Total 2018 RD
as incorporated by reference in this Prospectus (as defined in the section "Documents Incorporated by
Reference" of this Prospectus).
There are certain factors that may affect the Issuer's ability to fulfil its obligations under the Notes.
The Group and its business are subject to various risks relating to changing competitive, economic, legal,
political, social, industry, business and financial conditions. Its operations and profit could be affected
mainly by:
Risks related to market environment and other financial risks:
sensitivity to a number of market environment-related factors, the most significant being
hydrocarbon prices, refining margins and exchange rates;
a prolonged period of low oil and natural gas prices could lead the Group to review its projects and
the evaluation of its assets and oil and natural gas reserves;
financial related risk due to its financing (exposure to changes in interest rates and foreign
exchanges rates) and cash management activities;
bank counterparty risk;
currency exposure due to various functional currencies used by Group entities (in particular euros
and dollars);
short-term interest rate exposure and cash due to the cash balances which are primarily composed
of euros and dollars;
interest rate risk on non-current debt;
stock market risk due to the Group interests in a number of publicly-traded companies;
liquidity risk;
7

credit risk due to the risk of the counterparty to a contract failing to perform or pay the amounts
due;
Industrial and environmental risks and risks related to climate issues:
risks related to the safety and security of its operations;
risks related to increasing stringent environmental and health and safety laws and regulations in
numerous countries that may incur material related compliance costs;
risks related to laws and regulations related to climate change as well as growing concern of
stakeholders may adversely affect the Group's business and financial condition;
risks related to the physical effects of climate change may adversely affect the Group's business;
Risks related to critical IT systems security;
Risks related to the development of major projects and reserves:
production growth and profitability which depend on the delivery of its major development
projects;
risks related to the Group's long-term profitability which depends on cost effective discovery,
acquisition and development of new reserves;
the Group's oil and gas reserves data are only estimates and subsequent downward adjustments
may be possible;
Risks related to equity affiliates and management of assets operated by third parties:
equity affiliates may reduce the degree of control, as well as the ability of the Group to identify and
manage risks;
Risks related to economic or political factors:
Total has significant production and reserves located in politically, economically and socially
unstable areas where the likelihood of material disruption of the Group's operations is relatively
high;
intervention by host country authorities can adversely affect the Group's activities and its operating
results;
Risks related to competition and lack of innovation;
Ethical misconduct and non-compliance risks;
Countries targeted by economic sanctions;
Legal and arbitration proceedings.
B.
Risk Factors relating to the Notes
The following paragraphs describe the main risk factors that are considered material for prospective
investors in order to assess the market risk associated with the Notes. They do not describe all the risks of an
investment in the Notes. Prospective investors should consult their own financial and legal advisers about
risks associated with investment in the Notes and the suitability of investing in the Notes in light of their
particular circumstances.
8

1
General Risks relating to the Notes
Notes may not be a suitable investment for all investors
The Notes are complex financial instruments. Each potential investor in the Notes must determine the
suitability of that investment in light of such investor's own circumstances and its own objectives and
experience and any other factors which may be relevant to it in connection with such investment,
either alone or with the help of a financial advisor. In particular, each potential investor should:
(i)
be experienced with respect to transactions on capital markets and notes and understand the
risks of transactions involving the Notes;
(ii)
reach an investment decision only after careful consideration of the information set forth in
this Prospectus and general information relating to the Notes;
(iii)
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 Prospectus or any applicable supplement;
(iv)
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 such investment will
have on its overall investment portfolio;
(v)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes;
(vi)
understand thoroughly the terms of the Notes;
(vii) 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 relevant risks;
(viii) make their own assessment of the legal, tax, accounting and regulatory aspects of purchasing
the Notes; and
(ix)
consult its legal advisers on legal, tax and related aspects of investment in the Notes.
Some potential investors are subject to restricting investment regulations. These potential investors
should consult their legal counsel in order to determine whether investment in the Notes is authorised
by law, whether such investment is compatible with their other borrowings or whether the Notes can
be used as collateral for any such borrowings and whether other selling restrictions are applicable to
them.
The Notes are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone
investments. They purchase complex financial instruments as a way to reduce risk or enhance yield
with an understood, measured, appropriate addition of risk to their overall portfolios. A potential
investor should not invest in the Notes 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.
Legality of Purchase
Neither the Issuer nor any of the Joint Bookrunners nor any of their respective affiliates has or
assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective investor of
the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which
it operates (if different), or for compliance by that prospective investor with any law, regulation or
regulatory policy applicable to it.
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Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to investment laws and regulations, or to
review and/or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the
Notes can be used as collateral for various types of borrowing and (iii) other restrictions apply to its
purchase or pledge of any of the Notes. Financial institutions should consult their legal advisors or
the appropriate regulators to determine the appropriate treatment of the Notes under any applicable
risk-based capital or similar rules.
Regulatory Restrictions
Investors whose investment activities are subject to investment laws and regulations or to review or
regulation by certain authorities may be subject to restrictions on investments in certain types of debt
securities. Investors should review and consider such restrictions prior to investing in the Notes.
Notes where denominations involve integral multiples: Definitive Notes
The Notes have denominations consisting of a minimum denomination of 100,000 plus one or more
higher integral multiples of 1,000. It is possible that the Notes may be traded in amounts that are not
integral multiples of 100,000. In such a case a holder who, as a result of trading such amounts,
holds an amount which is less than 100,000 in its account with the relevant clearing system at the
relevant time may not receive a Note in definitive form (a "Definitive Note") in respect of such
holding (should Definitive Notes be printed) and would need to purchase a principal amount of the
Notes such that its holding amounts to a denomination of at least 100,000 or another specified
denomination.
If Definitive Notes are issued, holders should be aware that Definitive Notes which have a
denomination that is not an integral multiple of 100,000 may be illiquid and difficult to trade.
Modification and waivers
Condition 10 (Meetings of Noteholders and Modifications) of the Terms and Conditions of the Notes
contains provisions for calling meetings of Noteholders to consider matters affecting their interests
generally including the deliberation of resolutions modifying the relevant Terms and Conditions.
These provisions permit defined majorities to bind all Noteholders and Couponholders including
Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a
manner contrary to the majority.
Potential Conflicts of Interest
Certain of the Joint Bookrunners (as defined under "Subscription and Sale" below) and their affiliates
have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform services for, the Issuer and its affiliates in the ordinary course of
business. In addition, in the ordinary course of their business activities, the Joint Bookrunners and
their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their
own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of the Issuer or Issuer's affiliates. Certain of the Joint
Bookrunners or their affiliates that have a lending relationship with the Issuer routinely hedge their
credit exposure to the Issuer consistent with their customary risk management policies. Typically,
such Joint Bookrunners and their affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation of short positions in
securities, including potentially the Notes. Any such positions could adversely affect future trading
prices of the Notes. The Joint Bookrunners and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities
10