Obligation EBRDS 2.14% ( XS2292965824 ) en USD

Société émettrice EBRDS
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Royaume-Uni
Code ISIN  XS2292965824 ( en USD )
Coupon 2.14% par an ( paiement semestriel )
Echéance 04/02/2041



Prospectus brochure de l'obligation EBRD XS2292965824 en USD 2.14%, échéance 04/02/2041


Montant Minimal 1 000 000 USD
Montant de l'émission 60 000 000 USD
Prochain Coupon 04/02/2026 ( Dans 143 jours )
Description détaillée La Banque Européenne pour la Reconstruction et le Développement (BERD) est une institution financière internationale qui ?uvre à la promotion du secteur privé et à la transition vers l'économie de marché dans ses régions d'opération, de l'Europe centrale à l'Asie centrale et à l'Afrique du Nord.

Une obligation notable émise par la Banque Européenne pour la Reconstruction et le Développement (EBRD) est actuellement sous les projecteurs du marché obligataire, offrant une opportunité d'investissement structurée pour les acteurs institutionnels. L'EBRD, institution financière internationale établie en 1991, se distingue par son rôle clé dans la promotion de la transition vers des économies de marché et la démocratie. Opérant initialement dans les pays de l'ex-bloc soviétique, son mandat s'est élargi pour couvrir l'Europe centrale et orientale, l'Asie centrale, le sud et l'est de la Méditerranée. En tant qu'émetteur de titres de créance, l'EBRD bénéficie généralement d'une excellente notation de crédit, reflétant le soutien de ses actionnaires (plus de 70 pays et deux institutions intergouvernementales) et la solidité de son bilan. Cette émission spécifique, identifiée par le code ISIN XS2292965824, est une obligation de type 'plain vanilla' libellée en dollars américains (USD). Elle offre un taux d'intérêt fixe de 2,14% par an, avec une fréquence de paiement semi-annuelle (deux fois par an), un standard pour ce type d'instrument. La maturité est fixée au 4 février 2041, positionnant cette obligation dans le segment des titres à long terme. Le montant total de l'émission s'élève à 60 millions de dollars américains. Actuellement, le titre se négocie au pair, à 100% de sa valeur nominale sur le marché, ce qui suggère une adéquation entre le taux de coupon et les rendements du marché pour des instruments de risque et de maturité comparables au moment de l'observation. La taille minimale d'achat, fixée à 1 million de dollars américains, oriente clairement cette obligation vers les investisseurs institutionnels ou les grandes fortunes privées, excluant de facto les investisseurs de détail. Bien qu'émise par une institution internationale, l'obligation relève de la juridiction du Royaume-Uni en tant que pays d'émission, un détail pertinent pour les considérations réglementaires et fiscales. Cette émission représente une opportunité d'investissement dans un actif à revenu fixe émis par une entité supranationale solide, offrant une exposition au dollar américain et un horizon de placement sur le long terme.








OFFERING CIRCULAR

European Bank
for Reconstruction and Development
35,000,000,000
Global Medium Term Note Programme
for the issue of Notes
On 31 July 1992, the European Bank for Reconstruction and Development (the "Issuer") entered into a 1,000,000,000 Medium Term Note Programme (the "Programme").
On 26 August 1994, 26 August 1997, 28 August 1998, 27 August 1999, 1 September 2000, 31 August 2001, 30 August 2002, 29 August 2003, 27 August 2004, 10 August 2005, 10 August
2006, 10 August 2007, 11 August 2008, 11 August 2009, 11 August 2010 and 11 August 2011 the Programme was amended and restated. With effect from the date hereof, the Programme has
been further amended and restated and this Offering Circular supersedes any previous prospectus published in connection with the Programme. Any Notes to be issued after the date hereof
under the Programme are issued subject to the provisions set out herein save that Notes which are to be consolidated and form a single series with Notes issued prior to the date hereof will be
issued subject to the Conditions of the Notes applicable on the date of Issue for the first Tranche of Notes of such Series. Subject as aforesaid, this does not affect any Notes issued prior to the
date hereof.
Under the Programme the Issuer may from time to time issue Notes in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes" and, together, the "Notes") denominated
in any currency agreed by the Issuer and the relevant Purchaser(s) (as defined below). Subject as set out herein, the maximum aggregate nominal amount of all Notes from time to time
outstanding will not exceed 35,000,000,000 (or its equivalent in other currencies at the time of agreement to issue, calculated as described herein).
The Notes will be issued to one or more of the Dealers specified on pages 5-6 (each a "Dealer" and together the "Dealers", which expression shall include any additional Dealer appointed
under the Programme from time to time) on a continuing basis by way of private or syndicated placements. Notes may also be issued to third parties other than Dealers on the basis of enquiries
made by such third parties to the Issuer. Dealers and such third parties are referred to as "Purchasers".
In respect of any Notes which are to be listed, application is expected to be made to the United Kingdom Financial Services Authority in its capacity as competent authority (the "UK Listing
Authority") under the Financial Services and Markets Act 2000 (the "FSMA") for Notes issued under the Programme to be admitted to the official list of the Financial Services Authority (the
"UKLA Listing Authority") (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock
Exchange's Regulated Market (the "Regulated Market"). References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes have been admitted
to trading on the Regulated Market and have been admitted to the Official List. The Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments) (the "MiFID"). Notice of the aggregate nominal amount of, interest (if any) payable
in respect of, the issue price of, and any other terms and conditions not contained herein which are applicable to, each Series (as defined below) of Notes will be set forth in a pricing
supplement prepared by, or on behalf of, the Issuer (the "Pricing Supplement") which, with respect to Notes admitted to the Official List and admitted to trading on the Regulated Market, will
be delivered to the UK Listing Authority on or before the date of issue of the Notes of such Series.
The Programme provides that Notes may be listed on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Purchaser(s) in relation to each issue. The
Issuer may also issue unlisted Notes.
Unless otherwise agreed, each issue of Registered Notes will initially be represented by one or more registered global Notes which will be deposited on the issue date thereof with, and
registered in the name of a nominee for, The Depository Trust Company or deposited with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") and
registered in the name of Citivic Nominees Limited as nominee for the Common Depositary, as further described in "Issue Procedures" herein. Each issue of Bearer Notes will initially be
represented on issue by one or more bearer temporary global Notes. If an issue of Bearer Notes is stated in the applicable Pricing Supplement as being issued in new global note ("NGN") form,
then that issue of Bearer Notes may be intended to be eligible collateral for Eurosystem monetary policy and the applicable temporary global Note will be delivered to a common safekeeper
(the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or prior to the original issue date for that
issue of Bearer Notes, as further described in "Issue Procedures" herein.
If an issue of Bearer Notes is not issued in NGN form ("classic global Notes" or "CGNs"), the applicable temporary global Note will be deposited with the Common Depositary on the issue
date for that issue of Bearer Notes.
The Issuer and/or its debt obligations have been assigned an AAA credit rating from Standard & Poor's Credit Market Services Europe Limited ("S&P"), an Aaa credit rating from Moody's
Investors Service Limited ("Moody's") and an AAA credit rating from Fitch France S.A.S. ("Fitch"). As defined by S&P, an "AAA" rating means that the ability of the Issuer to meet its
financial commitment on its obligations is extremely strong. As defined by Moody's, an "Aaa" rating means that the Issuer's ability to meet its financial obligations is judged to be of the
highest quality, with minimal credit risk. As defined by Fitch, an "AAA" rating denotes the lowest expectation of credit risk and means that the Issuer has an exceptionally strong capacity for
timely payment of its financial commitments.
The ratings mentioned above are accurate as at the date of this Offering Circular. Notes issued under the Programme may be rated or unrated. Whether or not a rating in relation to any Tranche
of Notes (to the extent any such Tranche will be rated) has been issued by a credit rating agency will be disclosed in the relevant Pricing Supplement. Where an issue of Notes is rated, such
rating will not necessarily be the same as the rating(s) assigned to the Issuer. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
The issue price and the amount of the relevant Notes will be determined before filing of the relevant Pricing Supplement for each Tranche based on then prevailing market conditions.
Prospective investors should consider carefully the risks set forth herein under "Risk Factors" prior to making any investment decisions with respect to the Notes.
The Issuer may agree with any Dealer and the Agent (as defined below) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which case a
supplementary Offering Circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Arranger
BofA Merrill Lynch
Dealers
BofA Merrill Lynch
Goldman Sachs International
J.P. Morgan
Morgan Stanley
Dated 3 July 2012



This Offering Circular comprises neither a base prospectus for the purposes of Article 5.4 of EU Directive
2003/71/EC nor listing particulars for the purposes of Section 79 of the FSMA, and has not been submitted to,
reviewed or approved by the UK Listing Authority or the London Stock Exchange. The purpose of this
Offering Circular is to give information with regard to the Issuer which, according to the particular nature of
the Issuer and the Notes, may assist investors to make an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Offering Circular is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated By Reference").
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the
contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger or
a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and
each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as
referred to above) which it might otherwise have in respect of this Offering Circular or any such statement.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Offering Circular 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 either
the Issuer or any of the Dealers.
Neither this Offering Circular nor any other information supplied in connection with the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as recommendations by either
the Issuer or any of the Dealers that any recipient of this Offering Circular or any further information supplied
in connection with the Notes should purchase any of the Notes. Each investor contemplating purchasing any
of 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 this Offering Circular nor any other information
supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer or any of
the Dealers to any person to subscribe for or to purchase any of the Notes. Prospective investors should have
regard to the factors described under the section headed "Risk Factors" in this Offering Circular. This
Offering Circular does not describe all of the risks of an investment in the Notes.
The delivery of this Offering Circular does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the
document containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme. Investors should review, inter alia, the most recent
financial statements of the Issuer when deciding whether or not to purchase any of the Notes.
The distribution of this Offering Circular and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Offering Circular or any Notes come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of
this Offering Circular and the offer or sale of the Notes in the United States, the United Kingdom, Japan, the
Republic of France and in other jurisdictions (see "Subscription and Sale").
The Notes are not required to be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, no registration statement has been filed with the U.S. Securities and Exchange
A15095882/
2



Commission (the "Commission"). THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
The Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Bearer Notes may
not be offered, sold or delivered within the United States or its possessions or to, or for the account or benefit
of, U.S. persons (see "Subscription and Sale").
In this Offering Circular references to "" or "euro" are to euro as set out in Condition 8 of the Terms and
Conditions of the Notes below, references to "USD" are to United States dollars, references to "JPY" are to
Japanese yen and references to the "United Kingdom" are to the United Kingdom of Great Britain and
Northern Ireland.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising
manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Pricing Supplement 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, there is no
assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the final terms of the offer of the relevant Tranche is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60
days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be
conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
The Issuer authorises the Stabilising Manager(s) to make adequate public disclosure of the information
required by the Market Abuse Directive.



3



TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME .............................................................................................................. 5
RISK FACTORS ...............................................................................................................................................10
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................13
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................14
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................15
USE OF PROCEEDS ........................................................................................................................................41
ISSUE PROCEDURES .....................................................................................................................................42
FORM OF PRICING SUPPLEMENT ..............................................................................................................44
CLEARANCE AND SETTLEMENT OF GLOBAL NOTES IN BOOK ENTRY FORM ...............................59
EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT ....................................................62
SUBSCRIPTION AND SALE ..........................................................................................................................67
GENERAL INFORMATION ............................................................................................................................69


4



SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Offering Circular and any decision to invest in the
Notes should be based on a consideration of this Offering Circular as a whole, including the documents
incorporated by reference, together with any supplements thereto and as completed by the relevant Pricing
Supplement.
Words and expressions defined in "Issue Procedures" and the Terms and Conditions of the Notes shall have
the same meaning in this summary:
Issuer
European Bank for Reconstruction and Development. The
Issuer is an international organisation formed under the
Agreement
Establishing
the
European
Bank
for
Reconstruction and Development dated 29 May 1990 (the
"Agreement") signed by 40 countries, together with the
European Economic Community and the European
Investment Bank. The Agreement came into force on
28 March 1991 and the Issuer commenced operations on
15 April 1991. The Issuer currently has 65 members. The
Issuer's principal office is in London.

The purpose of the Issuer is to foster the transition towards
open market-oriented economies and to promote private and
entrepreneurial initiatives in its countries of operations
which are committed to and applying the principles of multi-
party democracy, pluralism and market economics. The
Issuer's "countries of operations" currently include the
countries of Central and Eastern Europe and the former
Soviet Union, the Republic of Turkey and Mongolia.
Risk Factors
There are certain risk factors relating to the Notes. These
include considerations relating to the development of a
liquid secondary market in the Notes of a particular Series
and the suitability of any Series of Notes for investment by
certain investors due to legal and regulatory constraints
which may be applicable to them. In the case of Notes the
return on which is determined by reference to a formula or
index, there are additional potential risks, including the
possibility that no principal, premium or interest will be
payable on such Notes.
Arranger
Merrill Lynch International
Dealers
Goldman Sachs International
J.P. Morgan Securities Ltd.
Merrill Lynch International
Morgan Stanley & Co. International plc

Notes may also be issued to third parties other than Dealers
on the basis of enquiries made by such third parties to the
Issuer, including Dealers appointed in relation to issues of
Notes denominated in particular currencies in compliance

5



with applicable regulations and guidelines from time to time
(see "Subscription and Sale").

Each issue of Notes denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or
reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time
to time (see "Subscription and Sale").
Distribution
Notes may be distributed by way of private or public
placement and in each case on a syndicated or a non-
syndicated basis.
Use of Proceeds
The net proceeds to be received by the Issuer from the issue
of Notes will be included in the ordinary capital resources of
the Issuer and used in its ordinary operations.
Agent
Citibank, N.A.
Amount
Up to 35,000,000,000 (or its equivalent in other currencies
calculated on the Agreement Date) outstanding at any one
time. As provided in the Programme Agreement (as defined
below - see "Subscription and Sale") the nominal amount of
Notes outstanding under the Programme may be increased.
Description
Continuously
offered
Global
Medium
Term
Note
Programme.
Currencies
Subject to any applicable legal or regulatory restrictions,
Notes may be denominated in any currency, including
without limitation, euro, United States dollars, Japanese yen,
pounds sterling, Swiss francs and Singapore dollars.
Redenomination
Notes denominated in the currency of a country that
subsequently adopts the euro in accordance with the Treaty
establishing the European Community, as amended by the
Treaty on European Union,
may be subject to
redenomination, renominalisation and/or consolidation with
other Notes (provided they are fully fungible) then
denominated in euro. The Issuer may specify in the
applicable Pricing Supplement that such Notes will include a
Redenomination Clause (as defined on page 55) for the
redenomination of the Specified Currency in euro, and, if so
specified, the wording of the Redenomination Clause will be
set out in full in the applicable Pricing Supplement.
Maturities
Notes may be of any maturity (subject to such minimum or
maximum maturity restrictions as may be required from
time to time by the relevant monetary authority).
Issue Price
Notes may be issued at par or at a discount to, or premium
over, par and either on a fully paid or partly paid basis.
Form
Notes will be issued in either bearer or registered form.
Registered Notes will initially be represented by one or more

6



registered global Notes which will, unless otherwise
specified in the applicable Pricing Supplement, be deposited
with, and registered in the name of a nominee for, The
Depository Trust Company or a common depository for
Euroclear and Clearstream, Luxembourg, as the case may
be. Bearer Notes will initially be represented by one or more
bearer temporary global Notes which will (i) in the case of
NGNs, be delivered to the Common Safekeeper for
Euroclear and Clearstream, Luxembourg on or prior to the
the case of CGNs, be deposited with a depositary or, as the
case may be, common depositary for Euroclear and
Clearstream, Luxembourg or any other agreed clearance
system on the issue date for that issue of Bearer Notes, and
which will be exchanged for one or more bearer permanent
global Notes or for definitive Notes not earlier than 40 days
after the Issue Date upon certification of non-U.S. beneficial
ownership. A bearer permanent global Note may be
exchanged in whole, but not in part, for definitive Notes
only upon the occurrence of an Event of Default or if
Euroclear 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
holiday, statutory or otherwise) or has announced an
intention permanently to cease business or has in fact done
so and no alternative clearing system is available as
described in Issue Procedures below. Interests in a global
Note will be transferable in accordance with the rules and
procedures for the time being of The Depository Trust
Company, Euroclear, Clearstream, Luxembourg or any other
agreed clearance system.
Specified Denominations
Notes will be in such denominations as may be specified in
the relevant Pricing Supplement subject to applicable laws
and regulations.
Fixed Rate Notes
Fixed rate interest will be payable on such day(s) as
specified and on redemption, and will be calculated on the
basis of such Fixed Day Count Fraction and, in certain
circumstances, such business day convention, as may be
agreed between the Issuer and the relevant Purchaser.
Floating Rate Notes
Floating Rate Notes will bear interest at a rate determined
on: (i) the same basis as the floating rate under a notional
interest rate swap transaction in the relevant Specified
Currency governed by an agreement incorporating the 2000
or 2006 ISDA Definitions (as published by the International
Swaps and Derivatives Association, Inc., as amended and/or
supplemented as at the Issue Date of the first Tranche of the
Notes o
on the basis of a

7



reference rate appearing on the agreed screen page of a
commerc
on such other basis as
may be agreed between the Issuer and the relevant
Purchaser(s) (as indicated in the applicable Pricing
Supplement).

Floating Rate Notes may also have a Maximum Rate of
Interest, a Minimum Rate of Interest or both.

Interest on Floating Rate Notes will be payable, and will be
calculated, as specified prior to issue.
Interest Payment Date(s) or Interest
Such date(s) or period(s) as the Issuer and the relevant
Period(s)
Purchaser(s) may agree (as indicated in the applicable
Pricing Supplement).
Dual Currency Notes
Payments (whether in respect of principal and/or interest and
whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies and based
upon such rates of exchange as specified in the applicable
Pricing Supplement.
Indexed Notes
Payments (whether in respect of principal and/or interest and
whether at maturity or otherwise) in respect of Indexed
Notes will be calculated by reference to such Index and/or
Formula as specified in the applicable Pricing Supplement.
Physically Settled Notes
Delivery of underlying assets in settlement of Notes which
provide for settlement by physical delivery will be effected
as indicated in the applicable Pricing Supplement.
Zero Coupon Notes
Zero Coupon Notes will not bear interest other than in
relation to interest due after the Maturity Date.
Redemption
Notes may be redeemable prior to their stated maturities,
either at the option of the relevant holder or the Issuer or in
instalments, in each case, on a date or dates specified prior
to such stated maturity and at a price or prices and on such
other terms, as specified prior to issue.
Taxation
All payments of principal and/or interest in respect of the
Notes shall be made by the Issuer to the Paying Agent
without withholding or deduction for or on account of tax.
Status of the Notes
The Notes will constitute direct and unsecured obligations of
the Issuer and will rank pari passu without any preference
among themselves, and, subject to the provisions of
Condition 3, equally with all its other unsecured and
unsubordinated obligations. The Notes will not be
obligations of any government or member of the Issuer.
Negative Pledge
The terms of the Notes will contain a negative pledge in
respect of bonds, notes or other evidence of indebtedness
issued or guaranteed by the Issuer which are listed or quoted
on any stock exchange or other organised securities market.

8



Cross-Default
The terms of the Notes will contain a cross default clause in
respect of bonds, notes or similar obligations which have
been issued, assumed or guaranteed by the Issuer and in
respect of which such default shall continue for a period of
90 days.
Rating
The Issuer and/or its debt obligations have been assigned an
AAA credit rating from Standard & Poor's Credit Market
Services Europe Limited ("S&P"), an Aaa credit rating from
Moody's Investors Service Limited ("Moody's") and an
AAA credit rating from Fitch France S.A.S. ("Fitch"). As
defined by S&P, an "AAA" rating means that the ability of
the Issuer to meet its financial commitment on its
obligations is extremely strong. As defined by Moody's, an
"Aaa" rating means that the Issuer's ability to meet its
financial obligations is judged to be of the highest quality,
with minimal credit risk. As defined by Fitch, an "AAA"
rating denotes the lowest expectation of credit risk and
means that the Issuer has an exceptionally strong capacity
for timely payment of its financial commitments.

Whether or not a rating in relation to any Tranche of Notes
(to the extent any such Tranche will be rated) has been
issued by a credit rating agency will be disclosed in the
relevant Pricing Supplement.

The ratings mentioned above are accurate as of the date of
this Offering Circular. Notes issued under the Programme
may be rated or unrated. Where an issue of Notes is rated,
such rating will not necessarily be the same as the rating(s)
assigned to the Issuer. A rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating
agency.
Listing and Admission to Trading
Application has been made for Notes issued under the
Programme to be admitted to the Official List and to be
admitted to trading on the Regulated Market. Notes may
also be listed on additional or other stock exchange(s).
Unlisted Notes may also be issued. The Pricing Supplement
for each issue will state whether or not, and on what
exchange(s), the Notes are to be listed.
Governing Law
English.
Selling Restrictions
There are restrictions on the sale of Notes in the United
States, the United Kingdom, Japan, the Republic of France
and other jurisdictions that may be applicable in connection
with a particular issue of Notes, further details of which are
set out in "Subscription and Sale".


9



RISK FACTORS
Prospective investors should consider carefully the risks set forth below and the other information contained
in this Offering Circular prior to making any investment decision with respect to the Notes. Each of the risks
highlighted below could have a material adverse effect on the Issuer's business, operations, financial
condition or prospects, which, in turn, could have a material adverse effect on the amount of principal and
interest which investors will receive in respect of the Notes. In addition, some or all of the risks highlighted
below could adversely affect the trading price of a particular Series of Notes or the rights of investors under a
particular series of Notes and, as a result, investors could lose some or all of their investment.
Prospective investors should note that the risks described below are not the only risks the Issuer faces. The
Issuer has described only those risks relating to its operations that it considers to be material. There may be
additional risks that the Issuer currently considers not to be material or of which it is not currently aware,
and any of these risks could have the effects set forth above.
Risk Factors relating to the Notes
Market, liquidity and yield considerations
The Notes may not have an established trading market when issued. There can be no assurance of a secondary
market for any Notes or the liquidity of such market if one develops. Consequently, investors may not be able
to sell their Notes readily or at prices that will enable them to realise a yield comparable to that of similar
instruments, if any, with a developed secondary market.
The credit rating of the Issuer may not reflect all risks affecting the Notes
The credit ratings assigned to the Issuer may not reflect the potential impact of all risks related to structure,
market and other factors that may affect the value of the Notes issued under the Programme. A credit rating is
not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the credit rating
agency at any time.
Notes indexed to interest rate or other indices or formulas may have risks not associated with
conventional debt securities
An investment in Notes indexed to one or more interest rates or other indices or formulas, either directly or
indirectly, entails significant risks that are not associated with similar investments in a conventional fixed rate
or floating rate debt security. Such risks include, without limitation, the possibility that such indices or
formulas may be subject to significant changes and that no principal, premium (if any), or interest will be
payable with respect to such Notes or that any such principal, premium or interest will be payable in an
amount that is lower or at times that are different than otherwise expected. The existence, magnitude and
longevity of these risks and their results depend on a number of interrelated factors, including economic,
financial and political events, over which the Issuer has no control. Additionally, if the formula used to
determine the amount of any payment in respect of such Notes contains a multiplier or leverage factor, the
effect of any change in the applicable index or indices or formula or formulas will be magnified. In recent
years, values of certain indices and formulas have been highly volatile and such volatility may be expected to
continue in the future. Fluctuations in the value of any particular index or formula that have occurred in the
past are not necessarily indicative, however, of fluctuations that may occur in the future.
Any redemption terms of the Notes, whether mandatory or exercisable at the direction of the Issuer, might
affect the market value of such Notes. Since the Issuer could be required to redeem Notes when prevailing
interest rates are relatively low, investors generally will not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as the then current interest rate on the Notes.

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