Obligation European Stability Instrument 1.375% ( XS2051117195 ) en USD

European Stability Instrument

100 % ▲

Luxembourg

XS2051117195 ( en USD )

1.375% par an ( paiement semestriel )

11/09/2024 - Obligation échue

Prospectus brochure de l'obligation European Stability Mechanism XS2051117195 en USD 1.375%, échue

200 000 USD

2 000 000 000 USD

L'European Stability Mechanism (ESM) est un fonds permanent de sauvetage financier pour les pays de la zone euro en difficulté, créé en 2012 pour garantir la stabilité financière de la zone euro.

L'Obligation émise par European Stability Instrument ( Luxembourg ) , en USD, avec le code ISIN XS2051117195, paye un coupon de 1.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/09/2024

INFORMATION MEMORANDUM dated 18 August 2023
The European Stability Mechanism

Debt Issuance Programme
This document (the "Information Memorandum") describes the debt issuance programme established on
3 December 2012 (the "Programme") by the European Stability Mechanism (the "ESM"), an international
financial institution established by the Treaty Establishing the European Stability Mechanism between the
Kingdom of Belgium, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic,
the Kingdom of Spain, the French Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus,
the Republic of Latvia, the Republic of Lithuania, the Grand Duchy of Luxembourg, Malta, the Kingdom of the
Netherlands, the Republic of Austria, the Portuguese Republic, the Republic of Slovenia, the Slovak Republic and
the Republic of Finland signed in Brussels on 2 February 2012, as amended (the "ESM Treaty"), whose seat and
principal office is at 6a Circuit de la Foire Internationale, L-1347 Luxembourg (the "Issuer"). Under the
Programme, the Issuer may from time to time issue notes (the "Notes") on the terms and conditions set out in this
Information Memorandum as modified or supplemented by the final terms (the "Final Terms") published at the
time of issue.
Application may be made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the
Luxembourg Stock Exchange. The Programme also permits Notes to be issued on an unlisted basis or to be
admitted to listing, trading and/or quotation by such other further listing authorities, stock exchanges, regulated
markets and/or trading facilities or quotation systems as may be agreed between the Issuer and the relevant
Dealers, in each case as specified in the relevant Final Terms. Notes will be issued in bearer form or registered
form (unless otherwise specified in the relevant Final Terms).

TABLE OF CONTENTS

Page

SUMMARY ..................................................................................................................................................... 3
RISK FACTORS .............................................................................................................................................. 6
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................... 14
SELECTED FINANCIAL INFORMATION OF THE ISSUER ...................................................................... 15
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 18
DESCRIPTION OF THE ISSUER.................................................................................................................. 50
FORM OF FINAL TERMS ............................................................................................................................ 71
FORMS OF THE NOTES .............................................................................................................................. 84
BOOK-ENTRY CLEARING AND SETTLEMENT ....................................................................................... 89
TAXATION ................................................................................................................................................... 92
UNITED STATES EMPLOYEE BENEFIT PLAN CONSIDERATIONS ....................................................... 99
SUBSCRIPTION AND SALE ...................................................................................................................... 101
AUCTION PROCESS .................................................................................................................................. 105
TRANSFER RESTRICTIONS ..................................................................................................................... 106
USE OF PROCEEDS ................................................................................................................................... 111
GENERAL INFORMATION ....................................................................................................................... 112
LEGAL MATTERS ..................................................................................................................................... 113

IMPORTANT NOTICES
This Information Memorandum, together with any Final Terms, contains all the information that the Issuer has
authorised to be published concerning the Programme. This Information Memorandum was last revised on the
date appearing on the cover and speaks as of that date only. Any information concerning the Programme not
contained herein must not be relied upon as having been authorised by the Issuer.
Neither this Information Memorandum nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer that any recipient of this
Information Memorandum or any Final Terms should subscribe for or purchase any Notes.
The Notes have not been, and will not be, registered under the U.S. 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,
and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) and Notes that are
in bearer form for U.S. federal income tax purposes are not being offered to U.S. Holders. The Notes may be
offered and sold (i) within the United States to qualified institutional buyers, as defined in Rule 144A under the
Securities Act ("Rule 144A") in reliance on the exemption from registration provided by Rule 144A and (ii) in
offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the
Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A. For a description of these and certain further restrictions, see "Subscription and Sale" and "Transfer
Restrictions".
Neither the Programme nor the Notes have been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor has
any of the foregoing authorities passed upon or endorsed the merits of any offering of notes or the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offence in the United States.
In this Information Memorandum, unless otherwise specified, references to an "ESM Member" are references to
a contracting party to the ESM Treaty, references to "", "EUR" or "euro" are to the currency introduced at the
start of the third stage of European economic and monetary union, and as defined in Article 2 of Council
Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, and references to "U.S.$"
"USD", "U.S. dollars" are to United States dollars.
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the relevant Final Terms may over
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation action may not occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager(s) (or persons
acting on behalf of the Stabilisation Manager(s)) in accordance with all applicable laws and rules.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes issued other than by the auction process will include a legend entitled
"MiFID II Product Governance" which will outline the target market assessment in respect of the Notes, taking
into account the five (5) categories referred to in item 18 of the Guidelines published by the European Securities
and Markets Authority ("ESMA") on 5 February 2018 and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration such determination; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.

- 1 -

The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the product
governance rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject to the
responsibilities conferred on manufacturers or distributors therein.
BENCHMARKS REGULATION
Amounts payable under the Floating Rate Notes may be calculated by reference to one or more "benchmarks" for
the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). In such case, the relevant Final
Terms shall include a statement as to whether or not the relevant administrator of the "benchmark" appears on the
register of administrators established and maintained by ESMA pursuant to Article 36 of the Benchmarks
Regulation.

ROUNDING
Certain figures (including data expressed in thousands, millions or billions) and percentages contained in this
Information Memorandum, including financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum of numbers may not conform exactly to the total figure given or implied
as the result of that sum, or the sum of certain numbers presented as a percentage may not conform to the total
percentage given.
WEBSITES AND HYPERLINKS
References to any website or the content of any hyperlink contained in this Information Memorandum do not form
a part of this Information Memorandum, except as specifically incorporated herein.
SUPPLEMENTS TO THE INFORMATION MEMORANDUM

Every significant new factor, material mistake or inaccuracy relating to the information included in this
Information Memorandum which may affect the assessment of the Notes and which arises or is noted between the
time when this Information Memorandum is approved and the time when trading on the regulated market in
question begins, shall be mentioned in a supplement to this Information Memorandum. Such supplement shall be
published according to the same arrangements pursuant to which this Information Memorandum was published.
- 2 -

SUMMARY
This summary must be read as an introduction to this Information Memorandum and is qualified in its
entirety by the remainder of this Information Memorandum.
Words and expressions defined in the "Terms and Conditions of the Notes" below (the "Conditions")
or elsewhere in this Information Memorandum have the same meanings in this summary.
Issuer:
European Stability Mechanism
Issuing and Paying Agent:
(i) In relation to any Series of Notes to be issued into Clearstream
Frankfurt, Deutsche Bundesbank, (ii) in relation to any Series of
Notes to be issued into Euroclear, Clearstream Luxembourg and/or
DTC, the Bank of New York Mellon, London Branch, or (iii) any
other issuing and paying agent as indicated in the relevant Final
Terms.
Registrar:
In relation to any Series of Registered Notes, the Bank of New York
Mellon SA/NV, Luxembourg Branch or any other registrar as
indicated in the relevant Final Terms.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A., or in respect of a particular Series,
the Luxembourg listing agent as indicated in the relevant Final
Terms.
Calculation Agent:
In respect of (i) a Unilateral Issuance (as defined in the Conditions),
the Issuer or (ii) in respect of any other issuance of Notes, the
calculation agent as indicated in the relevant Final Terms.
Method of Distribution:
Notes may be sold (i) by means of auction, (ii) to or through one or
more Dealers, including by syndicated issuance or (iii) by private

placement.

Notes may be issued unilaterally. Unilateral Issuance (as defined in
the Conditions) consists of the creation of Notes by the Issuer without
subscription by another party at the time of issuance nor payment of
a subscription price.
Final Terms:
Notes issued under the Programme will be issued pursuant to this
Information Memorandum and associated Final Terms. The terms
and conditions applicable to any particular Tranche of Notes will be
the terms and conditions of the Notes as supplemented, amended
and/or replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes issued under the Programme
to be admitted to listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Regulated Market of the Luxembourg
Stock Exchange. The Programme also permits Notes to be issued on
the basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or quotation
by such other or further competent authorities, stock exchanges
and/or trading facility or quotation systems as may be agreed with
the Issuer and the relevant Dealers, as specified in the relevant Final
Terms.
Clearing Systems:
In relation to any Series of Notes, Euroclear Bank S.A./N.V.,
Brussels ("Euroclear"), Clearstream Banking S.A., Luxembourg
("Clearstream, Luxembourg"), Clearstream Banking AG Frankfurt
("Clearstream, Frankfurt"), The Depository Trust Company
- 3 -

("DTC") and/or any other clearing system as may be specified in the
relevant Final Terms (each, a "Clearing System").
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or more
Tranches issued on different issue dates. The Notes of each Series
will all be subject to identical terms, except that the issue price, the
issue date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each Tranche
will all be subject to identical terms in all respects save that a Tranche
may comprise Notes of different denomination amounts.
Forms of Notes:
Notes will be issued in bearer form or in registered form (unless
otherwise specified in the relevant Final Terms).
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, provided that, for any Series of Notes which is
denominated in a currency other than euro, such issuance is approved
by the board of directors of the Issuer (the "Board of Directors"),
which approval has been obtained as of the date of this Information
Memorandum.
Status of the Notes:
Notes will be issued on an unsecured, unsubordinated basis and will
constitute direct and unconditional obligations of the Issuer and will
at all times rank pari passu among themselves.
Issue Price:
Notes may be issued at any price and either on a fully or partly paid
basis, as specified in the relevant Final Terms.
Maturities:
The maximum authorised maturity for Notes will be set at the lowest
of (i) forty-five years and (ii) the maximum maturity of any financial
assistance by the Issuer, from the date of issue of the relevant Notes.
Redemption:
Notes may be redeemable in a single payment at maturity or by
instalments, in each case, at par or at such other amount (detailed in
a formula, index or otherwise) as may be specified in the relevant
Final Terms.
Optional Redemption:
Notes may be redeemed by the Issuer before their stated maturity to
the extent (if at all) specified in the relevant Final Terms.
Tax Redemption:
Not applicable.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or other variable rate
or be index-linked.
Denominations:
Notes cleared through Clearstream, Frankfurt will be issued in
denominations of one euro cent (0.01) or such denominations as
may be specified in the relevant Final Terms. Notes cleared through
Euroclear and Clearstream, Luxembourg and sold pursuant to
Regulation S only will be issued in minimum denominations of
1,000. In the case of any Notes any tranche of which is to be sold in
the United States to qualified institutional buyers as defined in Rule
144A, the minimum specified denomination shall be U.S.$200,000
and integral multiples of U.S.$2,000 in excess thereof (or the
equivalent amount in any other currency).
Negative Pledge:
None.
Events of Default:
None.
- 4 -

Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes, unless the withholding is required by any
applicable law, in which case the Issuer will be under no obligation
to gross-up any payment under the Notes.
Governing Law:
The Notes and all non-contractual obligations arising out of or in
connection with the Notes shall, as specified in the relevant Final
Terms, be governed by Luxembourg law, English law or such other
law designated in the relevant Final Terms.
Selling Restrictions:
Restrictions may apply to the offer, sale or delivery of Notes and on
the distribution of offering material in various jurisdictions. See
"Subscription and Sale" below.
- 5 -

RISK FACTORS
The purchase of Notes may involve substantial risks and is suitable only for sophisticated investors who
have the knowledge and experience in financial matters necessary to enable them to evaluate the risks and
merits of an investment in the Notes and have sufficient financial resources to bear the risks of an investment
in the Notes. Before making an investment decision, prospective purchasers of Notes should consider
carefully, in the light of their own financial circumstances and investment objectives, all of the information
in this Information Memorandum. If any, or a combination of, these risks occurs, the Issuer's activities,
reputation, financial condition and/or results of operations could be adversely affected. If this occurs, the
market value of the Notes may decline and investors could lose all or part of their investment.
The risks and uncertainties described below are not the only risks and uncertainties related to the Issuer
and the Notes. Additional risks and uncertainties not presently known, or currently believed to be
immaterial, could also cause the Issuer to be unable to pay interest, principal or other amounts on or in
connection with any Note. Prospective investors should also read the detailed information set out elsewhere
in this Information Memorandum and reach their own views prior to making any investment decision.
Further, any prospective investor should take its own legal, financial, accounting, regulatory, tax and other
relevant advice as to the structure and viability of its investment.
Risk Factors relating to the Issuer
Investors in Notes are exposed to the creditworthiness of the ESM
The ESM is an international financial institution created by the ESM Members and its purpose is to mobilise
funding and provide stability support for the benefit of ESM Members experiencing, or threatened by,
severe financing problems, if indispensable to safeguard the financial stability of the euro area as a whole
and of the ESM Members. The ESM is exposed to the risk of non-payment by ESM Members that have
received financial assistance.
As of 31 July 2023, the ESM's total subscribed capital amounted to 708.49 billion subscribed by all ESM
Members, of which 80.97 billion was paid-in capital and of which 627.52 billion was subscribed capital
unpaid that the ESM Members have undertaken to pay in the circumstances set out in the ESM Treaty.
Investors in the Notes are exposed to the creditworthiness of the ESM and have no recourse to any ESM
Members.
Differences in accounting methodology may be material to an understanding of the financial
information contained in this Information Memorandum
The Issuer prepares financial statements in accordance with the general principles of the Directive
86/635/EEC of the Council of the European Communities of 8 December 1986 on the annual accounts and
consolidated accounts of banks and other financial institutions, as amended by Directive 2001/65/EC of 27
September 2001, by Directive 2003/51/EC of 18 June 2003 and by Directive 2006/46/EC of 14 June 2006,
as amended ("EU GAAP"). The preparation of financial statements in conformity with EU GAAP requires
the use of certain critical accounting estimates. Certain differences exist between EU GAAP and both the
International Financial Reporting Standards, as adopted by the European Union ("IFRS") and accounting
principles generally accepted in the United States ("U.S. GAAP"), and these differences may be material
to an understanding of the financial information contained in this Information Memorandum. This
Information Memorandum does not discuss any significant differences between EU GAAP and both IFRS
and U.S. GAAP, notably in relation to presentation, valuation and disclosure, as they apply to the Issuer.
The Issuer's financial statements in this Information Memorandum have not been reconciled to IFRS or
U.S. GAAP, and the Issuer does not intend to reconcile future financial statements to IFRS or U.S. GAAP.
Prospective investors should consult their own financial or accounting advisors for an understanding of the
differences between EU GAAP, IFRS and U.S. GAAP and how these differences might affect the financial
information contained herein. The Issuer's audited financial statements as of and for the years ended 31
December 2020, 2021 and 2022, including its accounting policies, are incorporated by reference in this
Information Memorandum and are also published on its website.
- 6 -

The importance of creditworthiness and liquidity in ESM investment and treasury operations may lead
to a negative return on the investment of ESM's paid-in capital, reserves, and/or liquidity buffer
The paid-in capital, reserve fund and liquidity portfolios designated to meet disbursements by the ESM
pursuant to lending programmes or other financial obligations of the ESM (the "liquidity buffer") are
invested in accordance with guidelines approved by the ESM Member States through the Board of
Directors. Those guidelines prioritise the creditworthiness and liquidity of the paid-in capital over the return
on investments. In a low or negative yield environment, such as in 2020 and 2021, the ESM had to accept
negative yields on the investment of a large part of its paid-in capital, its reserve fund and its liquidity
buffer. See "Description of the Issuer Financial Review Financial Year 2021." In 2022, as the global
economy rebounded from the 2020 pandemic crisis and witnessed Russia's invasion of Ukraine, inflation
soared well above the central banks' expectations, which forced them to start aggressively adjusting
monetary policy. This led to a highly volatile market environment and a steep increase in European bond
yields across maturities, which has continued in 2023. As a result, the ESM's market-to-market portfolios
recorded a return of -4.52% in 2022. The ESM's marketable investments realized losses on sales of
securities, as part of the regular adjustment of the portfolio exposure, at lower prices compared to their
carrying value; and recorded unrealised losses on debt securities due to sharply lower asset valuations. The
consequence of this was a reduction in the shareholder equity. The ESM expects these losses to be offset
over the next several years, as higher yields increase the holding return on invested assets, while the ESM's
reserve fund continues to provide a buffer to absorb realised losses.
Risk Factors relating to the Notes

The Notes may not be a suitable investment for all investors
Each potential investor should determine the suitability of investing in the Notes in light of its own
circumstances. In particular each potential investor should:
(i)
have sufficient knowledge and experience to meaningfully evaluate the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained in this Information
Memorandum;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment
will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the currency in which such potential
investor's financial activities are principally denominated;
(iv)
understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Some Notes are complex financial instruments. A potential investor should not invest in Notes that are
complex financial instruments unless they have the expertise (either alone or with the assistance of a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects
on the value of such Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
The market for debt securities may be volatile and may be adversely impacted by many events
The market for debt securities is influenced by various factors, such as financial market conditions,
including, but not limited to, interest rates and currency exchange rates, macroeconomic conditions,
geopolitical events and central banks' monetary policies in European and other industrialised countries.
For example, changes in central banks' balance sheet management programs as part of quantitative
monetary policy, including the ECB's policy of secondary market purchases and reinvestments of securities
- 7 -

issued by eligible international organisations such as the ESM, could affect the market value or liquidity of
the Notes.
The Notes contain no events of default
The Notes do not include any events of default that would entitle a Holder to give notice that such Note is
immediately due and repayable.
An active trading market for the Notes may not develop and there may be limited liquidity for the Notes
The Programme allows for Notes to be admitted to the Regulated Market of the Luxembourg Stock
Exchange, or to be admitted to listing, trading and/or quotation by such other further listing authorities,
stock exchanges, regulated markets and/or quotation systems as may be agreed with the Issuer. The Notes
may also be unlisted. In all cases, but particularly in the case of unlisted Notes, the Notes may have no
established trading market when issued and there can be no assurance that an active trading market for the
Notes will develop, or, if one does develop, that it will be maintained or that it will provide the holder of
Notes with sufficient liquidity. If an active trading market for the Notes does not develop or is not
maintained, the market price and liquidity of the Notes may be adversely affected.
The Issuer is entitled to buy the Notes in the secondary market, as described in Condition 8, and the Issuer
may issue further Notes of a Series, as described in Condition 16. Such transactions may favourably or
adversely affect the market value and liquidity of the Notes. Additional and competing products introduced
in the markets might adversely affect the value and liquidity of the Notes. Accordingly, the purchase of the
Notes is suitable only for investors who can bear the risks associated with a lack of liquidity in the Notes
and the financial and other risks associated with an investment in the Notes.
Any early redemption at the option of the Issuer, if provided for in any Final Terms for a particular issue
of Notes, could cause the yield received by Holders to be considerably less than anticipated
The Final Terms for a particular Series of Notes may provide for early redemption at the option of the
Issuer. As a consequence, the yields received upon redemption may be lower than expected, and the
redeemed face amount of the Notes may be lower than the purchase price for the Notes paid by the Holder.
As a consequence, part of the capital invested by the Holder may be lost, so that the Holder in such case
would not receive the total amount of the capital invested. In addition, investors that choose to reinvest
monies they receive through an early redemption may be able to do so only in securities with a lower yield
than the redeemed Notes. A partial redemption of the Notes of a particular Series may also adversely affect
liquidity for the remaining outstanding Notes of such Series.
The Notes may be subject to exchange rate risks
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a
currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (for example, due to devaluation of the Specified
Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls which could adversely affect an applicable
exchange rate. The Issuer does not have any control over the factors that generally affect these risks, such
as economic, financial and political events and the supply and demand for applicable currencies. In recent
years, exchange rates between certain currencies have been volatile and could continue to be volatile in the
future. An appreciation in the value of the Investor's Currency relative to the Specified Currency would
decrease (i) the Investor's Currency-equivalent yield on the Notes, (ii) the Investor's Currency-equivalent
value of the principal payable on the Notes and (iii) the Investor's Currency-equivalent market value of the
Notes.
The Notes are subject to interest rate risks
Investment in the Notes involves the risk that subsequent changes in market interest rates may adversely
affect the market value of the Notes.
- 8 -

Document Outline

#20">1. Introduction
- #20">(a) Programme: The European Stability Mechanism, an international financial institution established by the ESM Treaty and with its seat and principal office in Luxembourg (the "Issuer"), has established a Debt Issuance Programme (the "Programme") for ...
- #20">(b) Final Terms: Notes issued under the Programme are issued in Series, each of which may comprise one or more Tranches. Each Tranche is the subject of Final Terms which supplement these terms and conditions. The terms and conditions applicable to any...
- #20">(c) Deed of Covenant: Bearer Notes in global form which are governed by English law have the benefit of a deed of covenant dated on or about 28 September 2018 (the "Deed of Covenant") entered into by the Issuer. Registered Notes which are governed by...
#20">2. Interpretation
- #20">(a) Definitions: In these terms and conditions the following expressions have the following meanings:
#20">"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of such Series) as published by ISDA (copies of which may be ob...
#20">"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix thereto), as defined in such 2021 ISDA Interest Rate Derivativ...
#20">"Accrual Yield" has the meaning given in the relevant Final Terms;
#20">"Agents" means the Issuing and Paying Agent, the Registrar and the Transfer Agent;
#20">"Bearer Notes" means Notes in bearer form;
#20">"Business Day" means (other than in respect of Notes for which the Reference Rate is specified as SOFR in the relevant Final Terms), unless otherwise specified in the relevant Final Terms, in relation to:
- #20">(a) cash denominated in euro, a day on which T2 is open for the settlement of payments in euro;
- #20">(b) cash denominated in another currency, a day on which commercial banks are open for business in the Principal Financial Centre, if any, of the currency of such payment;
- #20">(c) securities, a day on which the relevant Clearing System is open for the acceptance and execution of settlement instructions; and
- #21">(d) Note Certificates, a day on which commercial banks are open for business in the city in which the Registrar or (as the case may be) the relevant Transfer Agent has its Specified Office;
#21">"Business Day Convention" has the meaning given in the relevant Final Terms;
#21">"Calculation Agent" means (i) in respect of a Unilateral Issuance, the Issuer or (ii) in respect of any other issuance of Notes, such Person specified in the relevant Final Terms as being responsible for calculating the Rate(s) of Interest and Intere...
#21">"Calculation Amount" mean, unless otherwise specified in the relevant Final Terms, the aggregate principal amount of Notes of a Series outstanding on any Interest Payment Date;
#21">"Calculation Period" means any period for which a Day Count Fraction is calculated;
#21">"Clearing System" means Euroclear, Clearstream Luxembourg, Clearstream Frankfurt, DTC or, in relation to any Series, any other clearing system as specified in the relevant Final Terms;
#21">"Clearstream Frankfurt" means Clearstream Banking AG, Frankfurt;
#21">"Clearstream Luxembourg" means Clearstream Banking, société anonyme, Luxembourg;
#21">"Coupon Sheet" means, in respect of a Note, a coupon sheet relating to the Note;
#21">"Cross-Series Modification" means a Modification involving (i) the Notes (to the extent they are Debt Securities) or any agreement governing the issuance or administration of such Notes, and (ii) the Debt Securities of one or more other Debt Securiti...
#21">"Day Count Fraction" means, in respect of the calculation of an amount for any Calculation Period, such day count fraction as may be specified in these terms and conditions or the relevant Final Terms and:
- #21">(a) if "Actual/Actual (ICMA)" is so specified, means:
  - #21">(i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the numbe...
  - #21">(ii) where the Calculation Period is longer than one Regular Period, the sum of:
    - #21">(A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    - #21">(B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (a) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year;
- #21">(b) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in tha...
- #22">(c) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
- #22">(d) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;
- #22">(e) if "30/360" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows
- #22">(f) if "30E/360" or "Eurobond Basis" is so specified, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
#23">provided, however, that in each such case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period;
#23">"Debt Securities Series" means a Series of Notes, or a tranche of Debt Securities together with any further tranche or tranches of Debt Securities that in relation to each other and to the original tranche of Debt Securities are (i) identical in all ...
#23">"DTC" means The Depository Trust Company;
#23">"ESM Treaty" means the ESM Treaty Establishing the European Stability Mechanism between the Kingdom of Belgium, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic, the R...
#23">"Euroclear" means Euroclear Bank S.A./N.V., Brussels;
#23">"Final Redemption Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#23">"Final Terms" means the final terms applicable to any Tranche;
#23">"First Interest Payment Date" means the date specified in the relevant Final Terms;
#24">"Holder" means, in relation to Bearer Notes, the holder of such Note and in relation to Registered Notes, the person in whose name such Registered Note is for the time being registered in the Register (or, in the case of a joint holding, the first na...
#24">"Interest Amount" means, in relation to the Notes of a Series and in relation to an Interest Period, the amount of interest payable in respect of such Notes for that Interest Period;
#24">"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;
#24">"Interest Determination Date" has the meaning given in the relevant Final Terms;
#24">"Interest Payment Date" means the First Interest Payment Date and any date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a Business Day Convention is specified in the relevant Fina...
- #24">(a) as the same may be adjusted in accordance with the relevant Business Day Convention; or
- #24">(b) if the Business Day Convention is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Specified Period, each of such dates as ma...
#24">"Interest Period" means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
#24">"ISDA Definitions" means the 2006 ISDA Definitions or the 2021 ISDA Definitions as specified in the relevant Final Terms;
#24">"Issue Date" has the meaning given in the relevant Final Terms;
- #24">(a) (i) an agency letter dated on or about 30 November 2012 (as amended, supplemented or updated from time to time) between the Issuer and Deutsche Bundesbank as issuing and paying agent, and (ii) an agency letter dated on or about 30 November 2012 (a...
- #24">(b) the fiscal agency agreement dated on or about 24 August 2021 between the Issuer and the Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and transfer agent and the Bank of New York Mellon, London Branch as paying agent, as amended, su...
- #24">(c) any other issuing and paying agency agreement as specified in the relevant Final Terms.
#24">"Issuing and Paying Agent" means (i) in relation to any Series of Notes to be issued into Clearstream Frankfurt, Deutsche Bundesbank, (ii) in relation to any Series of Notes to be issued into Euroclear, Clearstream Luxembourg and/or DTC, the Bank of ...
#24">"Margin" has the meaning given in the relevant Final Terms;
#24">"Maturity Date" has the meaning given in the relevant Final Terms;
#25">"Meeting" means a meeting of Holders (whether originally convened or resumed following an adjournment);
#25">"Member State" means the Kingdom of Belgium, the Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic, the Republic of Croatia, the Italian Republic, the Republic of Cyprus, t...
#25">"Minimum Rate of Interest" for any Interest Period has the meaning given in the Final Terms but shall never be less than zero, including any relevant margin;
#25">"Modification" in relation to the Notes means (i) any modification, amendment, supplement or waiver of the terms and conditions of the Notes, (ii) any conversion, exchange or substitution of the Notes, or (iii) any modification, amendment, supplement...
#25">"New ESM Notes" means Notes issued by the Issuer for delivery to Holders if so specified in the relevant Final Terms in relation to a Call Option, the characteristics of such Notes and of their delivery being described in the relevant Final Terms;
#25">"Non-Reserved Matter" means any Modification of the terms and conditions of the Notes or of any agreement governing the issuance or administration of the Notes that would affect a matter other than a Reserved Matter, and has the same meaning in relat...
#25">"Note Certificate" means a certificate issued to each Holder of Registered Notes in respect of its registered holding;
#25">"Optional Redemption Amount (Call)" means, in respect of any Note, such amount as may be specified in, or determined in accordance with, the relevant Final Terms;
#25">"Optional Redemption Date (Call)" has the meaning given in the relevant Final Terms;
#25">"Person" means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality;
#25">"Principal Financial Centre" means, in relation to any currency, the principal financial centre for that currency provided, however, that in relation to euro, it means the principal financial centre of such Member State of the European Communities as...
#25">"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these terms and condi...
#25">"Redemption Amount" means, in respect of a Note, the Final Redemption Amount or the Optional Redemption Amount (Call);
#25">"Reference Banks" has the meaning given in the relevant Final Terms or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate;
#26">"Reference Rate" means EURIBOR, STR, SOFR or such other Reference Rate as may be specified in the relevant Final Terms for the purposes of calculating the Rate of Interest in respect of Floating Rate Notes. Other than in the case of U.S. dollar-deno...
#26">"Register" means the register of Registered Notes maintained by the Registrar;
#26">"Registered Notes" means Notes in registered form;
#26">"Registrar" has the meaning given in the relevant Final Terms;
#26">"Regular Period" means:
- #26">(a) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement Date to but excluding the First Interest Payment Date and each successive period from and inclu...
- #26">(b) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "...
- #26">(c) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding...
#26">"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Principal Financial Centre of the currency of...
#26">"Relevant Debt Securities Series" means, in relation to a proposed Cross-Series Modification, all those series of Debt Securities, either specified in the relevant notice for convening a meeting or specified in connection with the associated draft wr...
#26">"Relevant Screen Page" means the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or such other page, section or other part as ...
#26">"Relevant Time" has the meaning given in the relevant Final Terms;
#26">"Reserved Matter" means any Modification of the terms and conditions of the Notes or of any agreement governing the issuance or administration of the Notes that would:
- #26">(a) change the date on which any amount is payable on the Notes;
- #26">(b) reduce any amount, including any overdue amount, payable on the Notes;
- #26">(c) change the method used to calculate any amount payable on the Notes;
- #27">(d) reduce the redemption price for the Notes or change any date on which the Notes may be redeemed;
- #27">(e) change the place of payment of any amount payable on the Notes;
- #27">(f) change the currency of any amount payable on the Notes or impose any condition on or otherwise modify the Issuer's obligation to make payments on the Notes;
- #27">(g) change the seniority or ranking of the Notes;
- #27">(h) change the law governing the Notes;
- #27">(i) change any court to whose jurisdiction the Issuer has submitted in relation to legal proceedings arising out of or in connection with the Notes;
- #27">(j) change the principal amount of outstanding Notes or, in the case of a Cross-Series Modification, the principal amount of Debt Securities of any other Debt Securities Series required to approve a proposed Modification in relation to the Notes, the ...
- #27">(k) change the definition of "Cross-Series Modification", "Uniformly Applicable", "Relevant Debt Securities Series" or "Reserved Matter",
#27">"Series" means a tranche of Notes, together with any further tranche or tranches of Notes that in relation to each other and to the original tranche of Notes are (i) identical in all respects except for their issue price, date of issuance or the amou...
#27">"Specified Currency" has the meaning given in the relevant Final Terms;
#27">"Specified Denomination(s)" has the meaning given in the relevant Final Terms;
#27">"Specified Office" means the offices of each of the Agents as set out in the relevant Notes;
#27">"Specified Period" has the meaning given in the relevant Final Terms;
#27">"T2" means the real time gross settlement system operated by the Eurosystem or any successor system;
#27">"Transfer Agent" has the meaning given in the relevant Final Terms;
#27">"Tranche" means a tranche of Notes governed by the relevant Final Terms and these terms and conditions (as amended, modified or supplemented in the relevant Final Terms), and expressed to be consolidated and form a single series with other Tranches o...
#27">"Uniformly Applicable" means a Cross-Series Modification by which holders of Debt Securities of a Relevant Debt Securities Series are invited to:
- #27">(a) exchange, convert or substitute their Debt Securities or amend the terms and conditions of their Debt Securities on a basis which would have the effect of reducing the principal amount outstanding by the same proportion under all Relevant Debt Sec...
- #27">(b) exchange, convert or substitute their Debt Securities or amend the terms and conditions of their Debt Securities on a basis which would have the effect of extending the respective date on which principal amounts are payable under all Relevant Debt...
- #28">(c) exchange, convert or substitute their Debt Securities on the same terms for (x) the same new instrument or other consideration or (y) a new instrument, new instruments or other consideration from an identical menu of instruments or other considera...
- #28">(d) amend the terms and conditions of the Debt Securities such that each Relevant Debt Securities Series is amended on a basis which would, following implementation of such amendments, result in the amended Debt Securities having identical provisions ...
- #28">(e) in relation to the following Reserved Matters only, namely the Reserved Matters set out in any of the sub-paragraphs (e), (g), (h), (i), (j) and (k) of the definition thereof, amend the same term or terms in the terms and conditions of the Debt Se...
- #28">(f) amend the terms and conditions of the Debt Securities such that each Relevant Debt Securities Series is amended on a basis which would, following implementation of such amendments, result in one or more interest payment dates being extended by the...
#28">"Unilateral Issuance" means the creation of Notes by the Issuer pursuant to Article 2 of the Luxembourg law of 21 July 2021 approving the Agreement amending the Treaty establishing the European Stability Mechanism.
#28">"Zero Coupon Note" means a Note specified as such in the relevant Final Terms.
- #28">(b) Interpretation: In these terms and conditions:
  - #28">(i) all references to "Notes" are to the Notes which are the subject of the relevant Final Terms;
  - #28">(ii) if the Notes are Zero Coupon Notes, references to coupons and holders of coupons are not applicable;
  - #28">(iii) if talons are specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to coupons shall be deemed to include references to talons;
  - #28">(iv) if talons are not specified in the relevant Final Terms as being attached to the Notes at the time of issue, references to talons are not applicable;
  - #28">(v) any reference to principal shall be deemed to include the Redemption Amount, any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these terms and conditions;
  - #28">(vi) any reference to interest shall be deemed to include any other amount in the nature of interest payable pursuant to these terms and conditions;
  - #28">(vii) references to Notes being "outstanding" shall be construed in accordance with the Issuing and Paying Agency Agreement;
  - #28">(viii) if an expression is stated in Condition 2(a) to have the meaning given in the relevant Final Terms, but the relevant Final Terms gives no such meaning or specifies that such expression is "not applicable" then such expression is not applicable ...
  - #28">(ix) any reference to the Issuing and Paying Agency Agreement shall be construed as a reference to the Issuing and Paying Agency Agreement as amended and/or supplemented up to and including the Issue Date of the Notes.
#29">3. Form, Denomination, Title and Transfer
- #29">(a) Form: Notes may be issued in bearer form or in registered form (unless otherwise specified in the relevant Final Terms).
- #29">(b) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with coupons and, if specified in the relevant Final Terms, talons attached at the time of issue. In the case of a Series of Notes with more than one Specified Denomination, Notes of...
- #29">(c) Title to Bearer Notes: Title to Bearer Notes and coupons pertaining thereto will pass by delivery.
- #29">(d) Registered Notes: Registered Notes are in the Specified Denomination(s), which may include a minimum denomination specified in the relevant Final Terms and higher integral multiples of a smaller amount specified in the relevant Final Terms.
- #29">(e) Title to Registered Notes: The Registrar will maintain the Register in accordance with the provisions of the Issuing and Paying Agency Agreement. A Note Certificate will be issued to each Holder of Registered Notes in respect of its registered ho...
- #29">(f) Ownership: The Holder shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon ...
- #29">(g) Transfers of Registered Notes: Subject to paragraphs (j) (Closed periods) and (k) (Regulations concerning transfers and registration) below, a Registered Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed f...
- #29">(h) Registration and delivery of Note Certificates: Within five Business Days of the surrender of an individual note certificate in accordance with paragraph (g) (Transfers of Registered Notes) above, the Registrar will register the transfer in quest...
- #29">(i) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require ...
- #29">(j) Closed periods: Holders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
- #29">(k) Regulations concerning transfers and registration: All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Issuing and Paying Agency Agreem...
#30">4. Status of the Notes
- #30">Notes will be issued on an unsecured, unsubordinated basis and will constitute direct and unconditional obligations of the Issuer and will at all times rank pari passu among themselves.
#30">5. Calculation of Interest
- #30">(a) Accrual of interest: The Notes bear interest from the Interest Commencement Date at the Rate of Interest payable in arrear on each Interest Payment Date, subject as provided in Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments- Regi...
- #30">(b) Calculation of Interest Amount: The Interest Amount shall be determined by applying the Rate of Interest (as determined, where applicable, pursuant to Condition 6 (Floating Rate Note and Index-Linked Interest Note Provisions)) to the Calculation ...
- #30">(c) Payment to Holder: The amount of interest payable to each Holder, for any Interest Period, in respect of the Notes held by it shall, subject to Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments- Registered Notes), be an amount calcul...
- #30">(d) For the purposes of this Condition 5 (Calculation of Interest), a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case ...
#30">6. Floating Rate Note and Index-Linked Interest Note Provisions
- #30">(a) Application: This Condition 6 (Floating Rate Note and Index-Linked Interest Note Provisions) is applicable to the Notes only if the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are specified in the relevant Final Ter...
- #30">(b) Screen Rate Determination: If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be ...
  - #30">(i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Reference Rate which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination ...
  - #30">(ii) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;
  - #30">(iii) if, in the case of (i) above, such rate does not appear on that page or, in the case of (ii) above, fewer than two such rates appear on that page or if, in either case, the Relevant Screen Page is unavailable, the Issuer will:
    - #31">(A) request the Principal Financial Centre office of each of the Reference Banks to provide a quotation of the Reference Rate at approximately the Relevant Time on the Interest Determination Date to prime banks in the interbank market of the Principal...
    - #31">(B) provide such quotation to the Calculation Agent who shall determine the arithmetic mean of such quotations; and
  - #31">(iv) if fewer than two such quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates (being the nearest to the Reference Rate, as determined by the Calculation Agent) quoted by major banks in the Prin...
- #31">(c) ISDA Determination: If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the...
  - #31">(i) if the relevant Final Terms specify either "2006 ISDA Definitions" or "2021 ISDA Definitions" as the applicable ISDA Definitions:
    - #31">(A) the Floating Rate Option is as specified in the relevant Final Terms;
    - #31">(B) the Designated Maturity, if applicable, is a period specified in the relevant Final Terms;
    - #31">(C) the relevant Reset Date, unless otherwise specified in the relevant Final Terms, has the meaning given to it in the ISDA Definitions;
    - #31">(D) if the specified Floating Rate Option is an Overnight Floating Rate Option, Compounding is specified to be applicable in the relevant Final Terms and:
      - #31">(1) if Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days specified in the...
      - #31">(2) if Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number...
      - #32">(3) if Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of Lockout Period Business Days specified in the r...
    - #32">(E) if the specified Floating Rate Option is an Overnight Floating Rate Option, Averaging is specified to be applicable in the relevant Final Terms and:
      - #32">(1) if Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lookback is the Overnight Rate Averaging Method and (b) Lookback is the number of Applicable Business Days specified in the relevan...
      - #32">(2) if Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Overnight Period Shift is the Overnight Rate Averaging Method, (b) Observation Period Shift is the number of Observ...
      - #32">(3) if Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lockout is the Overnight Rate Averaging Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant ...
    - #32">(F) if the specified Floating Rate Option is an Index Floating Rate Option and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shift shall be applicable and, (a) Observat...
  - #32">(ii) references in the ISDA Definitions to:
    - #32">(A) "Confirmation" shall be references to the relevant Final Terms;
    - #32">(B) "Calculation Period" shall be references to the relevant Interest Period;
    - #32">(C) "Termination Date" shall be references to the Maturity Date;
    - #32">(D) "Effective Date" shall be references to the Interest Commencement Date; and
  - #32">(iii) if the Final Terms specify "2021 ISDA Definitions" as being applicable:
    - #32">(A) "Administrator/Benchmark Event" shall be disapplied; and
    - #32">(B) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback … Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions the reference to "Calcul...
  - #32">(iv) unless otherwise defined capitalised terms used in this Condition 6(c) shall have the meaning ascribed to them in the ISDA Definitions.
- #33">(d) Index-Linked Interest: If the Index-Linked Interest Note Provisions are specified in the relevant Final Terms as being applicable, the Rate(s) of Interest applicable to the Notes for each Interest Period will be determined in the manner specified ...
- #33">(e) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate of Interest shall in no event be greater than the maximum or be less than the minimum so speci...
- #33">(f) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be d...
- #33">(g) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment ...
- #33">(h) Notifications, etc.: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 5 (Calculation of Interest) by the Calculation Agent will...
- #33">(i) Benchmark Discontinuation:
- #33">Benchmark Replacement:
- #33">This Condition 6(i) (Benchmark Discontinuation) shall not apply to Notes for which the Reference Rate is specified in the relevant Final Terms as being "SOFR", in respect of which the provisions of Condition 6A (Floating Rate Notes referencing SOFR) a...
- #33">Benchmark Replacement (Independent Adviser)
- #33">If a Benchmark Event occurs in relation to the Reference Rate when the Rate of Interest (or any component part thereof) for any Interest Period remains to be determined by reference to such Reference Rate, then the Issuer shall use its reasonable ende...
- #33">In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Agents, the Calculation Agent or the Holders for any determination made by it pursuant to this Condition 6(i) (Benchmark Discontinuatio...
- #33">(aa) If (i) the Issuer is unable to appoint an Independent Adviser or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 6(i) (Benchmark Discontinua...
- #34">(bb) If the Independent Adviser determines in its discretion (acting in good faith and in a commercially reasonable manner) that:
- #34">(A) there is a Successor Rate, then such Successor Rate shall (subject to adjustment as provided in Condition 6(i)(cc)) subsequently be used in place of the Reference Rate to determine the Rate of Interest for the immediately following Interest Period...
- #34">(B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate shall (subject to adjustment as provided in Condition 6(i)(cc)) subsequently be used in place of the Reference Rate to determine the Rate of Interest for ...
- #34">(cc) If the Independent Adviser determines in its discretion (acting in good faith and in a commercially reasonable manner) (A) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and ...
- #34">(dd) If any relevant Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 6(i) (Benchmark Discontinuation - Benchmark Replacement (Independent Adviser)) and the Independent Adviser determines in its dis...
- #34">(ee) Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 6(i) (Benchmark Discontinuation … Benchmark Replacement (Independent Adviser)) will be notified promptly b...
- #34">(ff) No later than notifying the Issuing and Paying Agent of the same, the Issuer shall deliver to the Issuing and Paying Agent a certificate signed by one or more authorised signatories of the Issuer:
- #35">(A) confirming (x) that a Benchmark Event has occurred, (y) the relevant Successor Rate, or, as the case may be, the relevant Alternative Rate and, (z) where applicable, any relevant Adjustment Spread and/or the specific terms of any relevant Benchmar...
- #35">(B) certifying that (1) the relevant Benchmark Amendments are necessary to ensure the proper operation of such relevant Successor Rate, Alternative Rate and/or Adjustment Spread and (2) the intent of the drafting of such changes is solely to implement...
- #35">The Issuing and Paying Agent shall be entitled to rely on such certificate (without further enquiry and without liability to any person) as sufficient evidence thereof.
- #35">(gg) The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of such Successor Rate or Alter...
- #35">(hh) As used in this Condition 6(i) (Benchmark Discontinuation … Benchmark Replacement (Independent Adviser)):
- #35">"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines is required to be applied to the relevant Successor Rate or...
- #35">(A) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body; or
- #35">(B) (if no such recommendation has been made, or in the case of an Alternative Rate), the Independent Adviser, determines is customarily applied to the relevant Successor Rate or Alternative Rate (as the case may be) in international debt capital mark...
- #35">(C) (if no such determination has been made) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Reference Rate, where such rate has been rep...
- #35">(D) (if the Independent Adviser determines that no such industry standard is recognised or acknowledged) the Independent Adviser determines to be appropriate to reduce or eliminate, to the extent reasonably practicable in the circumstances, any econom...
- #35">"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with this Condition 6(i) is customary in market usage in the international debt capital markets for the purposes of determining flo...
- #35">"Benchmark Amendments" has the meaning given to it in Condition 6(i)(dd).
- #35">"Benchmark Event" means:
- #35">(A) the relevant Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
- #36">(B) a public statement by the administrator of the relevant Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased publishing such Refer...
- #36">(C) a public statement by the supervisor of the administrator of the relevant Reference Rate that such Reference Rate has been or will, by a specified future date (the "Specified Future Date"), be permanently or indefinitely discontinued; or
- #36">(D) a public statement by the supervisor of the administrator of the relevant Reference Rate that means that such Reference Rate will, by a specified future date (the "Specified Future Date"), be prohibited from being used or that its use will be subj...
- #36">(E) a public statement by the supervisor of the administrator of the relevant Reference Rate (as applicable) that, in the view of such supervisor, (i) such Reference Rate is or will, by a specified future date (the "Specified Future Date"), be no long...
- #36">(F) it has or will, by a specified date within the following six months, become unlawful for the Calculation Agent to calculate any payments due to be made to any Holder using the relevant Reference Rate (as applicable) (including, without limitation,...
- #36">Notwithstanding the sub-paragraphs above, where the relevant Benchmark Event is a public statement within sub-paragraphs (B), (C), (D), or (E) above and the Specified Future Date in the public statement is more than six months after the date of that p...
- #36">"Benchmark Replacement Conforming Changes" means, with respect to any replacement of the Reference Rate, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of in...
- #36">"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by the Issuer at its own expense under Condition 6...
- #36">"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):
- #36">(A) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicab...
- #36">(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory a...
- #36">"Successor Rate" means a successor to or replacement of the Reference Rate which is formally recommended by any Relevant Nominating Body.
#44">7. Zero Coupon Note Provisions
- #44">(a) Application: This Condition 7 (Zero Coupon Note Provisions) is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.
- #44">(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter be an amount equal to the sum of:
  - #44">(i) the Reference Price; and
  - #44">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price on the basis of the relevant Day Count Fraction from (and including) the Issue Date to (but excluding) whichever is the earlier of (i) the day on which al...
#45">8. Redemption and Purchase
- #45">(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 9 (Payments- Bearer Notes) and Condition 10 (Payments...
- #45">(b) Redemption at the option of the Issuer: If the Call Option is specified in the relevant Final Terms as being applicable, all, but not some only, of the Notes may be redeemed at the option of the Issuer on any Optional Redemption Date (Call) at th...
- #45">(c) No other redemption: The Issuer shall not be entitled to redeem Notes otherwise than as provided in paragraph (a) above or as expressly provided in the Final Terms of the relevant issue of Notes.
- #45">(d) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time before the Maturity Date shall be an amount equal to the sum of:
  - #45">(i) the Reference Price; and
  - #45">(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Note becomes due and ...
- #45">(e) Notice of redemption: All Notes in respect of which any notice of redemption is given under this Condition shall be redeemed on the date specified in accordance with this Condition.
- #45">(f) Purchase: The Issuer may at any time purchase Notes in the open market or otherwise and at any price, provided that all unmatured coupons are purchased therewith.
- #45">(g) Cancellation: All Notes so redeemed or purchased by the Issuer and any unmatured coupons attached to or surrendered with them may be held by the Issuer or resold or may be cancelled and, if so cancelled, may not be reissued or resold.
#45">9. Payments … Bearer Notes
- #45">(a) Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the Specified Office of the Issuing and Paying Agent outside the United States by cheque drawn in th...
- #45">(b) Interest: Payments of interest shall, subject to paragraph (h) below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate coupons at the Specified Office of the Issuing and Paying Agent outsi...
- #46">(c) Payments in New York City: Payments of principal or interest may be made at the Specified Office of the Issuing and Paying Agent in New York City if (i) the Issuer has appointed the Issuing and Paying Agent outside the United States with the reas...
- #46">(d) Payments subject to fiscal laws: All payments in respect of the Bearer Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Taxatio...
- #46">(e) Deductions for unmatured coupons: If the relevant Final Terms specify that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured coupons relating thereto:
  - #46">(i) if the aggregate amount of the missing coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing coupons will be deducted from the amount of principal due for payment; provided, ho...
  - #46">(ii) if the aggregate amount of the missing coupons is greater than the amount of principal due for payment:
    - #46">(A) so many of such missing coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provi...
    - #46">(B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is...
- #46">(f) Unmatured coupons void: If the relevant Final Terms specifies that this Condition 9(f) is applicable or that the Floating Rate Note Provisions or the Index-Linked Interest Note Provisions are applicable, on the due date for final redemption of any...
- #46">(g) Payments on Business Days: If the due date for payment of any amount in respect of any Bearer Note or coupon is not a Business Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due until the...
- #46">(h) Payments other than in respect of matured coupons: Payments of interest other than in respect of matured coupons shall be made only against presentation of the relevant Notes at the Specified Office of the Issuing and Paying Agent outside the Uni...
- #47">(i) Partial payments: If the Issuing and Paying Agent makes a partial payment in respect of any Bearer Note or coupon presented to it for payment, the Issuing and Paying Agent will endorse thereon a statement indicating the amount and date of such pa...
- #47">(j) Exchange of talons: On or after the maturity date of the final coupon which is (or was at the time of issue) part of a coupon sheet relating to the Bearer Notes, the talon forming part of such coupon sheet may be exchanged at the Specified Office...
#47">10. Payments - Registered Notes
- #47">(a) Principal: Payments of principal shall be made by cheque drawn in the currency in which the payment is due, or, upon application by a Holder of a Registered Note to the specified office of the Registrar not later than the fifteenth day before the...
- #47">(b) Interest: Payments of interest shall be made by cheque drawn in the currency in which the payment is due, or, upon application by a Holder of a Registered Note to the specified office of the Registrar not later than the fifteenth day before the d...
- #47">(c) Payments subject to fiscal laws: All payments in respect of the Registered Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 11 (Tax...
- #47">(d) Payments on Business Days: Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not a Business Day, for value the next succeeding Business Day) will be initiated and, where pa...
- #47">(e) Partial payments: If the Registrar makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a N...
- #48">(f) Record date: Each payment in respect of a Registered Note will be made to the person shown as the Holder in the Register at the opening of business in the place of the Registrar's specified office on the fifteenth day before the due date for such...
#48">11. Taxation
#48">12. Prescription
#48">13. Replacement of Notes and Coupons
#48">14. Agents
- #48">The Agents shall act solely as agents of the Issuer and do not assume any obligations towards or relationship of agency or trust for or with any of the Holders.
  - #48">(i) the Issuer shall at all times maintain an issuing and paying agent; and
  - #48">(ii) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent;
  - #48">(iii) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a paying agent and/or a transfer agent in any particular place...
  - #49">(iv) the Calculation Agent in respect of a Unilateral Issuance shall be the Issuer itself.
#49">15. Meetings of Holders; Modification and Waiver
- #49">(a) Meetings of Holders: The Issuing and Paying Agency Agreement contains provisions for convening Meetings of Holders to consider matters relating to the Notes, including the Modification of any provision of these terms and conditions. Certain provis...
- #49">(b) Convening of Meeting: A Meeting may be convened by the Issuer at any time.
- #49">(c) Quorum and Voting: The quorum at any Meeting at which Holders will vote on a proposed Modification of: (a) a Reserved Matter will be one or more voters present and holding not less than 66 2/3% of the aggregate principal amount of the Notes then o...
- #50">(d) Modification: The Notes and these terms and conditions may be amended without the consent of the Holders to correct a manifest error.
#50">16. Further Issues
#51">17. Notices
- #51">(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) and, if the Bearer Notes are admitted to trading on t...
- #51">(b) Registered Notes: Notices to the Holders of Registered Notes shall be sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register and, if the Registered Notes...
#51">18. Rounding
#51">19. Governing Law and Jurisdiction
- #51">(a) Governing law: The Notes and all non-contractual obligations arising out of or in connection with the Notes shall, as specified in the relevant Final Terms, be governed by Luxembourg law, English law or such other law designated in the relevant F...
- #51">(b) Jurisdiction: The courts of Luxembourg-City (Grand Duchy of Luxembourg) shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the terms of the Notes (a "Dispute").
- #51">(c) Appropriate forum: The Issuer agrees that the courts referred to in Condition 19(b) are the most appropriate and convenient courts to settle any Dispute and, accordingly, it shall not argue to the contrary.
- #51">(d) Waiver of immunity: The Issuer hereby agrees (to the extent permitted by law and the ESM Treaty) but solely in respect of the proceedings described in Condition 19(b) to waive irrevocably its immunity from suit. This waiver shall not extend to (i...
#81">
#86">1. Notes deposited with Clearstream, Frankfurt
- #86">(a) Form of Notes
- #86">(b) Global Bearer Note exchangeable for Definitive Notes
#87">2. Notes deposited with Clearstream, Luxembourg or Euroclear
- #87">(a) Form of Notes
  - #87">(i) Bearer Notes
  - #87">(ii) Registered Notes
- #87">(a) individual Note Certificates in registered form ("Individual Note Certificates"); or
- #87">(b) one or more unrestricted global note certificates ("Unrestricted Global Note Certificate(s)") in the case of Registered Notes sold outside the United States in reliance on Regulation S and/or one or more restricted global note certificates ("Restr...
- #88">(b) Global Bearer Note exchangeable for Definitive Notes Global Note Certificate exchangeable for Individual Note Certificates
  - #88">(i) Global Bearer Note exchangeable for Definitive Notes
  - #88">(ii) Global Note Certificate exchangeable for Individual Note Certificates
- #88">(a) if Euroclear and/or Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
- #88">(b) if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Global Note Certificate or DTC ceases to be a "clearing agency" registered under the U.S. Securities Excha...
#88">3. Notes deposited with DTC
- #88">(a) Form of Notes
- #89">(b) Global Note Certificate exchangeable for Individual Note Certificates
#89">4. Certifications in Connection with Exchange or Transfer of Restricted Global Notes/Global Note Certificates
#89">5. Summary of Conditions applicable to Global Notes and Global Note Certificates
- #97">Pre-Issuance Accrued Interest.
- #97">Premium
- #97">Market Discount
- #98">Acquisition Premium
- #98">Short-Term Notes
- #98">Sale, Exchange, Retirement or Other Disposition of Notes
- #99">Foreign Currency Notes
- #100">Backup Withholding and Information Reporting
- #105">(a) it understands that under U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (or any successor U.S. Treasury Regulation section including, without limitation, regulations issued in accordance with U.S. Internal Revenue Service Notice 2012-20 or otherwise in co...
- #105">(b) it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, any Notes within the United States or its possessions in connection with the original issuance of such Notes; and
- #105">(c) in connection with the original issuance of such Notes it has not communicated, and will not communicate, directly or indirectly, with a prospective purchaser if such prospective purchaser or such Dealer is within the United States or its possessi...
- #105">(a) except to the extent permitted under United States Treasury Regulation §1.163-5(c)(2)(i)(D) (or any successor U.S. Treasury Regulation section including, without limitation, regulations issued in accordance with U.S. Internal Revenue Service Notic...
  - #105">(i) it has not offered or sold, and during the restricted period will not offer or sell, any Notes to a person who is within the United States or its possessions or to a United States person; and
  - #105">(ii) it has not delivered and will not deliver in definitive form within the United States or its possessions any Notes sold during the restricted period;
- #105">(b) it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that the Notes may not be offered or sold during the restri...
- #105">(c) if it is a United States person, it is acquiring the Notes for the purposes of resale in connection with their original issuance and, if it retains Notes for its own account, it will only do so in accordance with the requirements of United States ...
- #108">(1) It is not a U.S. person and it is located outside the United States (within the meaning of Regulation S) and it is not an affiliate of the Issuer or a person acting on behalf of the Issuer or such an affiliate.
- #108">(2) It understands that prior to the expiration of the applicable distribution compliance period (as such term is defined in Regulation S) for such Notes, it will not offer, sell, pledge or otherwise transfer such Notes except (a) in accordance with R...
- #108">(3) It understands that the Unrestricted Notes of a Series will be evidenced by an Unrestricted Global Note. Before any interest in an Unrestricted Global Note may be offered, sold, pledged or otherwise transferred to a person who takes delivery in th...
- #108">(4) It is, or at the time the Notes are purchased it will be, the owner of such Notes.
- #108">(5) It understands that the Notes have not been and will not be registered under the Securities Act.
- #108">(6) It understands and acknowledges that, unless otherwise stated in the relevant Final Terms, its purchase and holding of such Notes (or any interest therein) constitutes a representation and agreement by it that either (i) it is not, and is not acti...
- #108">(7) It understands and acknowledges that, if, in the relevant Final Terms, Plans are permitted to purchase Notes, by accepting such Notes (or any interest therein) its purchase an holding of such Notes (or any interest therein) constitutes a represent...
- #108">(8) Moreover, if in the Final Terms, Plans are permitted to purchase Notes (or any interest therein), each purchaser and subsequent transferee of a Note (or any interest therein) that is, or is acting on behalf of, a Plan will be deemed to have repres...
  - #108">(i) none of the Transaction Parties has provided any investment recommendation or investment advice to the Plan or Plan Fiduciary, on which either the Plan or Plan Fiduciary has relied as a primary basis in connection with the decision to purchase the...
  - #109">(ii) none of the Transaction Parties is undertaking to act as a "fiduciary", as that term is defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan or Plan Fiduciary in connection with the Plan's acquisition of the Notes (or ...
  - #109">(iii) the Plan Fiduciary is exercising its own independent judgment in evaluating the transaction.
- #109">(9) It understands that the Unrestricted Global Note and any Unrestricted Notes in definitive form issued in exchange thereof, unless otherwise agreed between the Issuer and the Issuing and Paying Agent in accordance with applicable law, will bear a l...
- #110">(10) It acknowledges that the Issuer, the Dealer(s) and their respective affiliates, and others, will rely upon the truth and accuracy of the above acknowledgements, representations and agreements and agrees that, if any of the acknowledgements, repre...
- #110">(1) It is (a) a QIB, (b) acquiring such Notes for its own account, or the account of one or more QIBs, and (c) aware, and each owner of such Notes has been advised, that the seller of such Restricted Notes may be relying on the exemption from the prov...
- #110">(2) It understands that the Restricted Notes have not been and will not be registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person that it and any person ac...
- #110">(3) It understands and acknowledges that, unless otherwise stated in the relevant Final Terms, its purchase and holding of such Notes (or any interest therein) constitutes a representation and agreement by it that either (i) it is not, and is not acti...
- #110">(4) It understands and acknowledges that, if, in the relevant Final Terms, Plans are permitted to purchase Notes, by accepting such Notes (or any interest therein) its purchase an holding of such Notes (or any interest therein) constitutes a represent...
- #110">(5) Moreover, if in the Final Terms, Plans are permitted to purchase Notes (or any interest therein), each purchaser and subsequent transferee of a Note (or any interest therein) that is, or is acting on behalf of, a Plan will be deemed to have repres...
  - #110">(i) none of the Transaction Parties has provided any investment recommendation or investment advice to the Plan or Plan Fiduciary, on which either the Plan or Plan Fiduciary has relied as a primary basis in connection with the decision to purchase the...
  - #111">(ii) none of the Transaction Parties is undertaking to act as a "fiduciary", as that term is defined in Section 3(21) of ERISA or Section 4975(e)(3) of the Code, to the Plan or Plan Fiduciary in connection with the Plan's acquisition of the Notes (or ...
  - #111">(iii) the Plan Fiduciary is exercising its own independent judgment in evaluating the transaction.
- #111">(6) It understands that the Restricted Global Note and any Restricted Notes in definitive form issued in exchange thereof, unless otherwise agreed between the Issuer and the Issuing and Paying Agent in accordance with applicable law, will bear a legen...
- #112">(7) It acknowledges that the Issuer, the Dealers and their respective affiliates, and others, will rely upon the truth and accuracy of the above acknowledgements, representations and agreements and agrees that, if any of the acknowledgements, represen...
- #112">(8) It understands that Restricted Notes of a Series will be represented by interests in one or more Restricted Global Notes. Before any interest in a Restricted Global Note may be offered, sold, pledged or otherwise transferred to a person who takes ...
- #114">(a) the ESM Treaty (https://www.esm.europa.eu/legal-documents/esm-treaty);
- #114">(b) this Information Memorandum (and any supplements to the Information Memorandum) (https://www.esm.europa.eu/investors/esm-and-efsf/legal-documents);
- #114">(c) the Master Dealer Agreement (https://www.esm.europa.eu/investors/esm-and-efsf/legal-documents);
- #114">(d) any Final Terms (https://www.esm.europa.eu/investors/esm/transactions); and
- #114">(e) the audited financial statements of the Issuer as of and for the years ended 31 December 2022, 31 December 2021 and 31 December 2020 as contained in the Issuer's Annual Reports for the years 2022, 2021 and 2020 respectively (https://www.esm.europa...