Obligation HSBC Global plc 0.77% ( XS2251736992 ) en EUR

HSBC Global plc

100 % ▲

Royaume-Uni

XS2251736992 ( en EUR )

0.77% par an ( paiement annuel )

12/11/2031

Prospectus brochure de l'obligation HSBC Holdings PLC XS2251736992 en EUR 0.77%, échéance 12/11/2031

100 000 EUR

1 000 000 000 EUR

13/11/2025 ( Dans 160 jours )

HSBC Holdings plc est une banque multinationale britannique dont le siège social est à Londres, opérant dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en EUR, avec le code ISIN XS2251736992, paye un coupon de 0.77% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/11/2031

PROSPECTUS DATED 11 NOVEMBER 2020

HSBC HOLDINGS PLC
(a company incorporated with limited liability in England with registered number 617987; the liability of its members is limited)
as Issuer
EUR 1,000,000,000 0.309 per cent. Fixed to Floating Rate Notes due 2026 (the "2026
Notes")
and
EUR 1,000,000,000 0.770 per cent. Fixed to Floating Rate Notes due 2031 (the "2031
Notes")
This document (which expression shall include all documents incorporated by reference herein) has been prepared for
the purpose of providing disclosure information with regard to the 2026 Notes and the 2031 Notes (together, the
"Notes") issued by HSBC Holdings plc (the "Issuer") and has been approved by the United Kingdom Financial
Conduct Authority (the "FCA"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus
Regulation") as a prospectus (the "Prospectus").
The Notes will be issued under the Issuer's Debt Issuance Programme (the "Programme").
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. INVESTORS SHOULD CONSIDER CAREFULLY
THE RISK FACTORS SET FORTH OR REFERRED TO IN THE SECTION HEADED "RISK FACTORS" BELOW.
The Issuer may redeem the Notes at any time during the period from and including 13 May 2021 to but excluding 13
November 2025 (in the case of the 2026 Notes) or 13 November 2030 (in the case of the 2031 Notes) in whole or in
part at any time during such period, at a redemption price equal to the Make Whole Redemption Amount (as defined
below) and may redeem the Notes in whole but not in part on 13 November 2025 (in the case of the 2026 Notes) or 13
November 2030 (in the case of the 2031 Notes) at a redemption price equal to 100 per cent. of their aggregate principal
amount (in each case, together with interest accrued and unpaid thereon, if any, to the date fixed for redemption) as
further described in Condition 6(c) (Redemption and Purchase; Substitution or Variation - Redemption at the Option
of the Issuer) of the "Terms and Conditions of the Notes" incorporated by reference herein and in the sections entitled
"Terms and Conditions of the 2026 Notes" and "Terms and Conditions of the 2031 Notes" below. The Issuer may also
redeem the Notes for certain taxation or loss absorption disqualification event reasons, as further described in the "Term
and Conditions of the Notes" section of the Base Prospectus incorporated by reference herein and in the sections entitled
"Terms and Conditions of the 2026 Notes" and "Terms and Conditions of the 2031 Notes" below.
Application will be made to admit the Notes to listing on the Official List of the FCA (in its capacity as competent
authority for the purposes of Part VI of the Financial Services and Markets Act 2000) and to trading on the main market
(the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"), which is a regulated market
for the purposes of Directive 2014/65/EU, as amended ("MiFID II"). The FCA has only approved this Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such
an approval should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of the Notes
that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in
the Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or the state securities laws of any state of the United States, and 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") except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
The Notes are in bearer form and are subject to U.S. tax law requirements.
The Notes are not deposit liabilities of the Issuer and are not covered by the United Kingdom Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency
of the United Kingdom, the United States or any other jurisdiction.
The Notes are expected to be rated with the following long-term credit ratings: A- by S&P Global Ratings Europe
Limited ("S&P"); A2 by Moody's Investors Service Limited ("Moody's"); and A+ by Fitch Ratings Limited ("Fitch").
Each of S&P, Moody's and Fitch is established in the European Economic Area (the "EEA") or the United Kingdom
(the "UK") and is registered as a credit rating agency under Regulation (EC) No. 1060/2009, as amended (the "CRA

Regulation"). As such, each of S&P, Moody's and Fitch is included in the list of credit rating agencies published by
the European Securities and Markets Authority ("ESMA") on its website in accordance with the CRA Regulation. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change
or withdrawal at any time by the assigning rating agency.
Lead Manager
HSBC
Senior Co-Managers
Barclays
BNP PARIBAS
Citigroup
Credit Suisse
Morgan Stanley
Junior Co-Managers with respect to the 2026 Notes
Danske Bank
IMI Intesa Sanpaolo
ING
Mizuho Securities
Nordea
SMBC Nikko
Junior Co-Managers with respect to the 2031 Notes
Banco Sabadell
BBVA
CIBC Capital Markets
Crédit Agricole CIB
DZ BANK AG
Natixis
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The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and
this Prospectus does not omit anything likely to affect the import of such information.
The Issuer does not intend to provide post-issuance information.
None of HSBC Bank plc (the "Lead Manager"), Barclays Bank PLC, BNP Paribas, Citigroup Global
Markets Limited, Credit Suisse Securities (Europe) Limited or Morgan Stanley & Co. International plc
(together, the "Senior Co-Managers"), Danske Bank A/S, ING Bank N.V., Belgian branch, Intesa
Sanpaolo S.p.A., Mizuho International Plc, Nordea Bank Abp or SMBC Nikko Capital Markets Limited
(together, the "Junior Co-Managers with respect to the 2026 Notes"), Banco Bilbao Vizcaya Argentaria,
S.A., Banco de Sabadell, S.A., Canadian Imperial Bank of Commerce, London Branch, Crédit Agricole
Corporate and Investment Bank, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am
Main or Natixis (the "Junior Co-Managers with respect to the 2031 Notes" and together with the Lead
Manager, the Senior Co-Managers and the Junior Co-Managers with respect to the 2026 Notes, the
"Managers") or The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall
include any successor to The Law Debenture Trust Corporation p.l.c. as trustee under the trust deed dated
28 June 2000 between the Issuer and the Trustee (such Trust Deed as last modified and restated by a
modified and restated trust deed dated 30 March 2020 and as further modified and/or supplemented and/or
restated from time to time, the "Trust Deed")) has separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
is accepted by the Managers or the Trustee as to the accuracy or completeness of this Prospectus or any
document incorporated by reference herein or any further information supplied in connection with the
Notes. The Managers and the Trustee accept no liability in relation to this Prospectus or its distribution or
with regard to any other information supplied by or on behalf of the Issuer.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any further information supplied in connection with the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised by
the Issuer, the Trustee or any of the Managers.
Neither this Prospectus nor any further information supplied in connection with the Notes should be
considered as a recommendation or as constituting an invitation or offer by the Issuer, the Trustee or any
of the Managers that any recipient of this Prospectus or any other information supplied in connection with
the Notes should subscribe for or purchase the Notes. Each investor contemplating subscribing for or
purchasing the Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall, in any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof, or that the information contained in this Prospectus is correct at any time subsequent to the date
hereof or that any other written information delivered in connection herewith or therewith is correct as of
any time subsequent to the date indicated in such document. The Managers and the Trustee expressly do
not undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during
the life of the Notes.
The distribution of this Prospectus and the offer, distribution or sale of Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this Prospectus or the Notes come must inform
themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales
and deliveries of the Notes and on the distribution of this Prospectus, see the "Subscription and Sale" section
of the Base Prospectus (as defined below) incorporated by reference herein (and, for these purposes,
references therein to the Base Prospectus shall be deemed to include this Prospectus) and the "Subscription
and Sale" section of this Prospectus.
THE NOTES HAVE NOT BEEN RECOMMENDED BY THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY
OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
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The Notes may not be a suitable investment for all investors. The Notes may be purchased by investors as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risk of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will have
on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes
or where the currency for principal or interest payments is different from the currency in which such
investor's financial activities are principally denominated;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent: (1) the Notes are legal investments for it; (2) the Notes can be used as collateral
for various types of borrowing; and (3) other restrictions apply to its purchase or pledge of the Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of the Notes under any applicable risk-based capital or similar rules.
MiFID II product governance / target market The Final Terms in respect of the Notes include a legend
entitled ''MiFID II product governance' which outlines the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / Prospectus Regulation PROHIBITION OF SALES TO EEA AND UK
RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation.
In addition, in the United Kingdom, this Prospectus is being distributed only to and directed only at qualified
investors who (i) are persons who have professional experience in matters relating to investments falling
within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"), (ii) are persons who are high net worth entities and other persons falling within
Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may otherwise lawfully be
distributed (all such persons together being referred to as "relevant persons"). This Prospectus is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Prospectus relates is available only to, and will be engaged
in only with, relevant persons in the United Kingdom. Each recipient also represents and agrees that it has
complied and will comply with all applicable provisions of the Financial Services Markets Act 2000, as
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amended, with respect to anything done by it in relation to any Notes in, from or otherwise involving the
United Kingdom. The Notes are not being offered to the public in the United Kingdom.

Singapore Securities and Futures Act Product Classification  Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the "SFA"), the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are capital markets
products other than "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018).
Notwithstanding any provision herein, every person (and each employee, representative or other agent of
such person) may disclose to any and all other persons, without limitation of any kind, any information
provided to him by or on behalf of the Issuer relating to the U.S. tax treatment and U.S. tax structure of
transactions under the Programme and all materials of any kind (including opinions or other tax analyses)
that are provided by or on behalf of the Issuer to that person relating to such U.S. tax treatment and U.S.
tax structure.
In connection with the issue of the Notes, HSBC Bank plc in its capacity as Stabilisation Manager (or
person(s) acting on its behalf in such capacity) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the 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
Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or
over-allotment must be conducted by the Stabilisation Manager (or person(s) acting on behalf of the
Stabilisation Manager) in accordance with the applicable laws and rules.
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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
INCORPORATION BY REFERENCE ....................................................................................................... 2
TERMS AND CONDITIONS OF THE 2026 NOTES ................................................................................ 4
TERMS AND CONDITIONS OF THE 2031 NOTES .............................................................................. 15
SUBSCRIPTION AND SALE ................................................................................................................... 26
GENERAL INFORMATION .................................................................................................................... 28
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RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective
investors should carefully consider risk factors associated with any investment in the Notes, the business
of the Issuer and the industry in which it operates together with all other information contained in this
Prospectus, including, in particular, the risk factors described below and incorporated by reference herein.
The Issuer considers such risk factors to be the principal risk factors that may affect the Issuer's ability to
fulfil its obligations under the Notes and/or risk factors that are material for the purposes of assessing the
market risk associated with the Notes. Words and expressions defined in the Terms and Conditions of the
Notes or elsewhere in this Prospectus have the same meanings in this section.
The following is not an exhaustive list or explanation of all risks which investors may face when making an
investment in the Notes and should be used as guidance only. Additional risks and uncertainties relating to
the Issuer or the Notes that are not currently known to the Issuer, or that the Issuer currently deems
immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects,
results of operations and/or financial position of the Issuer and its subsidiaries, the value of the Notes and,
if any such risk should occur, the price of the Notes may decline and investors could lose all or part of their
investment. Investors should consider carefully whether an investment in the Notes is suitable for them in
light of the information in this Prospectus and their personal circumstances.
Risks relating to the Issuer
The section entitled "Risk Factors" on pages 108 to 116 of the Annual Report of the Issuer in respect of the
financial year ended 31 December 2019 contained in the Issuer's Form 20-F dated 19 February 2020 filed
with the U.S. Securities and Exchange Commission ("SEC") (as set out at: https://www.hsbc.com/-
/files/hsbc/investors/hsbc-results/2019/annual/pdfs/hsbc-holdings-plc/200221-form-20-f) (the "2019 Form
20-F"), as incorporated by reference herein on page 2, sets out a description of the risk factors that may
affect the ability of the Issuer to fulfil its obligations to investors in relation to the Notes.
Please also see the risk factors entitled "Risks relating to the impact of Covid-19", "We are subject to
political, social and other risks in the countries in which we operate" and "We could incur losses or be
required to hold additional capital as a result of model limitations or failure" on pages 2-5 of the base
prospectus supplement dated 2 September 2020 to the Base Prospectus, which are incorporated by reference
herein.
Risks relating to the Notes
The sections of the Base Prospectus entitled "Risks relating to specific features of Notes", "Risks relating
to interest provisions of the Notes, including benchmark reform and transition" and "Risks relating to Notes
generally" on pages 1 to 3, 3 to 5, and 5 to 11, respectively, of the Base Prospectus dated 30 March 2020,
as supplemented by the base prospectus supplements dated 26 May 2020, 2 September 2020 and 27 October
2020, relating to the Programme (the "Base Prospectus"), as incorporated by reference herein on page 2,
set out a description of the risk factors that are material to the Notes in order to assess the market risk
associated with the Notes.

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INCORPORATION BY REFERENCE
This section provides details of the documents incorporated by reference which form part of this Prospectus
and which are publicly available.
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a)
the sections set out below from the Base Prospectus:
Risk Factors Risks relating to
1-3

specific features of Notes
Risk Factors - Risks relating to
3-5

interest provisions of the Notes,
including benchmark reform and
transition
Risk Factors Risks relating to
5-11

Notes generally
Forms of Notes; Summary of
17-24

Provisions relating to the Notes
while in Global Form
Clearing and Settlement
25-29

Terms and Conditions of the Notes
65-126

Taxation
127-139

Subscription and Sale
142-146

(b)
the Registration Document of the Issuer dated 30 March 2020 submitted to and filed with the FCA;

(c)
the base prospectus supplements dated 26 May 2020, 2 September 2020 and 27 October 2020 to
the Base Prospectus, including the risk factors entitled "Risks relating to the impact of Covid-19",
"We are subject to political, social and other risks in the countries in which we operate" and "We
could incur losses or be required to hold additional capital as a result of model limitations or
failure" on pages 2-5 of the base prospectus supplement dated 2 September 2020 to the Base
Prospectus;
(d)
the Form 20-F dated 20 February 2019 filed with the U.S. Securities and Exchange Commission
(as set out at https://www.hsbc.com/-/files/hsbc/investors/hsbc-results/2018/annual/hsbc-
holdings-plc/190220-form-20-f.pdf?la=en-
gb&hash=31599A094D4B883C2E385308287AEEDC5586B67B) (the "2018 Form 20-F"));
(e)
the 2019 Form 20-F;
(f)
the earnings release as of and for the three month period ended 31 March 2020 as filed with the
SEC on Form 6-K on 28 April 2020 (the "Q1 2020 Earnings Release"). The Q1 2020 Earnings
Release is available on the Issuer's website at: https://www.hsbc.com/investors/results-and-
announcements. The Q1 2020 Earnings Release has also been filed with the SEC and is available
in electronic form at https://sec.report/Document/0001628280-20-005672;
(g)
the unaudited consolidated interim report as of and for the six month period ended 30 June 2020
as filed with the SEC on Form 6-K on 3 August 2020 (the "Unaudited Consolidated Interim
Report"). The Unaudited Consolidated Interim Report is available on the Issuer's website at:
https://www.hsbc.com/investors/results-and-announcements. The Unaudited Consolidated Interim
Report has also been filed with the SEC and is available in electronic form at
https://sec.report/Document/0001628280-20-011446; and
(h)
the earnings release as of and for the nine month period ended 30 September 2020 which was
published via the regulatory news service of the London Stock Exchange on 27 October 2020 (the
"Q3 2020 Earnings Release"). The Q3 2020 Earnings Release is available on the Issuer's website
at: https://www.hsbc.com/investors/results-and-announcements.
Any information incorporated by reference in the above documents does not form part of this Prospectus
and to the extent that only certain parts of the above documents are specified to be incorporated by reference
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herein, the non-incorporated parts of such documents are either not relevant for investors or are covered
elsewhere in this Prospectus.
The Issuer will, at its registered office and at the specified offices of the Paying Agents, make available for
inspection during normal business hours and free of charge, upon oral or written request, a copy of this
Prospectus or any document incorporated by reference in this Prospectus. Written or oral requests for
inspection of such documents should be directed to the specified office of any Paying Agent. Additionally,
this Prospectus and all the documents incorporated by reference herein will be available for viewing at
www.hsbc.com (please follow links to 'Investors', 'Fixed income investors', 'Final Terms and Supplements'
and/or 'Issuance programmes' or alternate links provided in the section entitled "General Information"). For
the avoidance of doubt, unless specifically incorporated by reference into this Prospectus, any websites
referred to in this Prospectus or any information appearing on such websites and pages do not form part of
this Prospectus.

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TERMS AND CONDITIONS OF THE 2026 NOTES
The terms and conditions of the 2026 Notes shall consist of the terms and conditions (the "Base
Conditions") set out in the section entitled "Terms and Conditions of the Notes" on pages 65 to 126 of the
Base Prospectus, which are incorporated by reference into this Prospectus, as completed by the section
entitled "Part A Contractual Terms" of the Final Terms below and, in particular, as amended by paragraph
16 of the Final Terms below. References in the Base Conditions to "Final Terms" shall be deemed to refer
to the Final Terms set out below.
Terms used in this section but not otherwise defined shall have the meanings given to them in the Base
Conditions.
FINAL TERMS
Final Terms dated 11 November 2020
Series No: 40
Tranche No: 1
HSBC Holdings plc
(a company incorporated in England with registered number 617987; the liability of its members is limited)

Debt Issuance Programme
Legal Entity Identifier (LEI): MLU0ZO3ML4LN2LL2TL39
Issue of
EUR 1,000,000,000 0.309 per cent. Fixed to Floating Rate Notes due 2026 (the "Notes")
MiFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes in the European Economic Area
("EEA") or in the United Kingdom (the "UK") is eligible counterparties and professional clients only, each
as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the
Notes to eligible counterparties and professional clients in the EEA or in the UK are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prospectus Regulation PROHIBITION OF SALES TO EEA AND UK
RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation.
Singapore Securities and Futures Act Product Classification  Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the "SFA"), the Issuer has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are capital markets
products other than "prescribed capital markets products" (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018).

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