Obligation East Japan Rail Co. 0.773% ( XS2385121582 ) en EUR

East Japan Rail Co.

100 % ⇌

Japon

XS2385121582 ( en EUR )

0.773% par an ( paiement annuel )

15/09/2034 - Obligation échue

Prospectus brochure de l'obligation East Japan Railway Co XS2385121582 en EUR 0.773%, échue

100 000 EUR

500 000 000 EUR

La East Japan Railway Company (JR East) est une société ferroviaire japonaise exploitant la majeure partie du réseau ferroviaire de la région de Kant?, incluant les lignes Shinkansen T?hoku et J?etsu, ainsi que de nombreux services de banlieue et régionaux.

Le marché financier a récemment enregistré le remboursement intégral de l'obligation d'un type particulier identifiée par le code ISIN XS2385121582, émise par East Japan Railway Co, un acteur majeur et historique du transport ferroviaire au Japon; cette émission, libellée en EUR et d'une taille totale de 500 000 000 EUR, offrait un taux d'intérêt fixe de 0,773% avec une fréquence de paiement annuelle, une taille minimale d'achat de 100 000 EUR, et avait initialement une maturité fixée au 15 septembre 2034, son remboursement à 100% du nominal ayant marqué sa complète extinction.

BASE PROSPECTUS

EAST JAPAN RAILWAY COMPANY
(Incorporated with limited liability under the laws of Japan)
¥1,200,000,000,000
Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme (the "Programme") described in this base prospectus (the
"Base Prospectus"), East Japan Railway Company (the "Issuer"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue notes ("Notes") denominated in any currency agreed by the
Issuer and the relevant Dealer (as defined herein).
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will
not exceed ¥1,200,000,000,000 (and for this purpose, any Notes denominated in a currency other than Japanese yen
shall be translated into Japanese yen at the date of issue of such Notes) (calculated in accordance with the provisions
of the Dealer Agreement (as defined under "Subscription and Sale")). The maximum aggregate principal amount of
Notes which may be outstanding at any one time under the Programme may be increased from time to time, subject to
compliance with the relevant provisions of the Dealer Agreement.
This Base Prospectus has been approved as a prospectus issued in compliance with Part 2 of the rules and
regulations of the Luxembourg Stock Exchange by the Luxembourg Stock Exchange in its capacity as competent
authority under Part IV of the Luxembourg law of 16 July 2019 on prospectuses for securities for the purposes of giving
information with regard to the issue of Notes under this Programme. Application has been made to the Luxembourg
Stock Exchange for Notes issued under the Programme for the period of 12 months from the date of this Base Prospectus
to be admitted to listing on the official list of the Luxembourg Stock Exchange (the "Official List") and for such Notes
to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF Market").
References in this Base Prospectus to Notes being "listed" on the Luxembourg Stock Exchange (and all related
references) shall mean that such Notes have been admitted to listing on the Official List and have been admitted to
trading on the Euro MTF Market. The Euro MTF Market is not a regulated market for the purposes of the Directive
2014/65/EU on markets in financial instruments (as amended, "EU MiFID II"). In relation to Notes listed on the
Luxembourg Stock Exchange, this Base Prospectus is valid for a period of one year from the date hereof. However,
unlisted Notes may be issued pursuant to the Programme. The Final Terms (as defined herein) in respect of the issue
of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other
stock exchange).
Notes issued under the Programme may or may not be rated. Any credit ratings assigned to an issue of Notes
will be specified in the applicable Final Terms.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may
affect the abilities of the Issuer to fulfil its respective obligations under the Notes are discussed under "Risk Factors"
below.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the
United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold
or (in the case of Notes in bearer form) delivered 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")).
Arranger
Nomura

Dealers
BNP PARIBAS
BofA Securities
Daiwa Capital Markets Europe
Mizuho Securities
Morgan Stanley
Nomura
SMBC NIKKO

The date of this Base Prospectus is 31 August 2021.
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CONTENTS

Page
IMPORTANT NOTICES ....................................................................................................................... 3
OVERVIEW .......................................................................................................................................... 8
RISK FACTORS .................................................................................................................................. 11
INFORMATION INCORPORATED BY REFERENCE ....................................................................... 23
FORMS OF THE NOTES .................................................................................................................... 24
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 30
FORM OF FINAL TERMS .................................................................................................................. 48
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 56
USE OF PROCEEDS ........................................................................................................................... 59
CAPITALISATION AND INDEBTEDNESS ....................................................................................... 60
RECENT BUSINESS ........................................................................................................................... 61
BUSINESS .......................................................................................................................................... 68
SUBSIDIARIES AND AFFILIATES ................................................................................................... 81
MANAGEMENT AND EMPLOYEES ................................................................................................. 83
JAPANESE TAXATION ..................................................................................................................... 86
SUBSCRIPTION AND SALE .............................................................................................................. 92
GENERAL INFORMATION ............................................................................................................... 97

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IMPORTANT NOTICES
Responsibility for this Base Prospectus
The Issuer accepts responsibility for the information contained in this Base Prospectus and any Final
Terms and declares that, to the best of its knowledge, the information contained in this Base Prospectus is, in
accordance with the facts and the Base Prospectus makes no omission likely to affect its import.
Final Terms
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called final
terms (the "Final Terms"). Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock
Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Other Relevant Information
This Base Prospectus must be read and construed together with any amendments or supplements hereto
and with any information incorporated by reference herein and, in relation to any Tranche of Notes, must be read
and construed together with the relevant Final Terms.
The Issuer has confirmed to the Dealers named under "Subscription and Sale" below that this Base
Prospectus contains the information, which according to the particular nature of the Issuer and the Notes, is
necessary to enable investors and their investment advisors to make an informed assessment of the assets and
liabilities, financial position, profits and losses and prospects of the Issuer and of the rights attaching to the Notes;
that such information is true and accurate in all material respects and is not misleading in any material respect;
that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in
any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the Programme and the issue, offering and sale
of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the
foregoing.
The Issuer confirms that any information from third party sources has been accurately reproduced and
that, so far as it is aware and is able to ascertain from information published by such third party source, no facts
have been omitted which would render the reproduced information inaccurate or misleading.
Unauthorised Information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or such other information as is in the public domain and, if given or made, such
information or representation should not be relied upon as having been authorised by the Issuer or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy
or completeness of the information contained in this Base Prospectus or any responsibility for the acts or omissions
of the Issuer or any other person (other than the relevant Dealer) in connection with the issue and offering of the
Notes. Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the prospects or financial or trading position of the Issuer since the date thereof or, if later, the date
upon which this Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
Notes Issued as "Green Bonds", "Social Bonds" or "Sustainability Bonds"
None of the Dealers accepts any responsibility for any social, environmental and sustainability assessment
of any Notes issued as "green bonds", "social bonds" or "sustainability bonds" or makes any representation or
warranty or assurance whether such Notes will meet any investor expectations or requirements regarding such
"green", "social" or "sustainability" or similar labels. None of the Dealers is responsible for the use of proceeds
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for any Notes issued as "green bonds", "social bonds" or "sustainability bonds", nor the impact or monitoring of
such use of proceeds. No representation or assurance is given by the Dealers as to the suitability or reliability of
any opinion or certification of any third party made available in connection with an issue of Notes issued as "green
bonds", "social bonds" or "sustainability bonds", nor is any such opinion or certification a recommendation by any
Dealer to buy, sell or hold any such Notes. In the event any such Notes are, or are intended to be, listed, or admitted
to trading on a dedicated "green", "social" or "sustainability" or other equivalently-labelled segment of a stock
exchange or securities market, no representation or assurance is given by the Dealers that such listing or admission
will be obtained or maintained for the lifetime of the Notes.
Restrictions on Distribution
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution
of this Base Prospectus or any Final Terms and other offering material relating to the Notes, see "Subscription and
Sale".
In particular, the Notes have not been, and will not be, registered under the United States Securities Act
of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes
may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S).
Neither this Base Prospectus 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, the Dealers or any of them
that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal
of the condition (financial or otherwise) of the Issuer.
Product Governance under Directive 2014/65/EU (as amended)
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the EU MiFID
Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "EU MiFID II Product Governance"
which will outline 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 EU 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.
Product Governance under UK MiFIR
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
product governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a
distributor subject to the UK MiFIR Product Governance Rules 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.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
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retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO 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 United Kingdom (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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and any
rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (as amended, the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Product Classification Pursuant to Section 309B of the Securities and Futures Act (Chapter 289) of
Singapore
The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures
Act Product Classification" which will state the product classification of the Notes pursuant to Section 309B(1) of
the Securities and Futures Act (Chapter 289) of Singapore (as modified or amended from time to time, the "SFA").
The Issuer will make a determination and provide the appropriate written notification to "relevant persons" in
relation to each issue about the classification of the Notes being offered for the purposes of Section 309B(1)(a)
and Section 309B(1)(c) of the SFA.
Certain Definitions
In this Base Prospectus, unless otherwise specified, references to the "Group" are to the Issuer and its
consolidated subsidiaries taken as a whole.
In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "¥", "Japanese yen" or "yen" are to Japanese yen,
references to "£", "GBP" or "pounds" are to pounds sterling, and references to "U.S.$", "U.S. dollars" or "dollars"
are to United States dollars.
Presentation of Financial and Other Information
In this Base Prospectus, "billion" means thousand million. Unless otherwise specified, in respect of the
Issuer's audited annual consolidated financial statements in respect of the fiscal years ended 31 March 2019, 2020
and 2021 and amounts reproduced directly therefrom, where financial information is presented in millions of yen,
amounts of less than one million have been rounded up or down to the nearest one million (with 500 thousand
being rounded upwards), and where financial information is presented in one hundred millions (one-tenth of a
billion) of yen, amounts of less than one-tenth of a billion have been rounded up or down to the nearest one-tenth
of a billion (with one-twentieth of a billion being rounded upwards); however in certain cases, the rounding has
been adjusted to make the total of individual figures equal to the total figure representing the aggregate of those
individual figures. Unless otherwise specified, in respect of the Issuer's unaudited quarterly consolidated financial
information, where financial information is presented in millions of yen, amounts of less than one million have
been rounded down to the nearest one million, and where financial information is presented in one hundred
millions (one-tenth of a billion) of yen, amounts of less than one-tenth of a billion have been rounded down to the
nearest one-tenth of a billion; however in certain cases, the rounding has been adjusted to make the total of
individual figures equal to the total figure representing the aggregate of those individual figures. All other figures
and percentages, including operating data, have been rounded up or down (in the case of percentages, rounded up
to the nearest 0.1 per cent. (with 0.05 per cent. being rounded up) or to the nearest 0.01 per cent. (with 0.005 per
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cent. being rounded up)), unless otherwise specified; however, certain percentages in tables may have been
rounded otherwise than up or down to the nearest 0.1 per cent. or 0.01 per cent., as the case may be, to make the
total of the relevant items equal to 100 per cent.
Japanese Registration and Taxation
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948) (as amended) (the "Financial Instruments and Exchange Act") and are subject to
the Special Taxation Measures Act of Japan (Act No. 26 of 1957) (as amended) (the "Special Taxation Measures
Act"). The Notes may not be offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term
as used in this sentence means any person resident in Japan, including any corporation or other entity organised
under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit
of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and
governmental guidelines of Japan. The Notes are not, as part of the distribution by the Dealers at any time, to be
directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i)
for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an
individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special
relationship with the Issuer as described in Article 6, Paragraph 4 of the Special Taxation Measures Act (a
"Specially-Related Person of the Issuer") or (ii) a Japanese financial institution, designated in Article 6,
Paragraph 11 of the Special Taxation Measures Act.
BY SUBSCRIBING FOR THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE
REPRESENTED THAT IT IS A PERSON WHO FALLS INTO THE CATEGORY OF (i) OR (ii) ABOVE.
See "Subscription and Sale".
Interest payments on the Notes generally will be subject to Japanese withholding tax unless it is
established that such Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes,
neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan
or a non-Japanese corporation that in either case is a Specially-Related Person of the Issuer, (ii) a Japanese
designated financial institution described in Article 6, Paragraph 11 of the Special Taxation Measures Act which
complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, a
Japanese financial institution or a Japanese financial instruments business operator described in Article 3-3,
Paragraph 6 of the Special Taxation Measures Act which complies with the requirement for tax exemption under
that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation not described
in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that in either
case is a Specially-Related Person of the Issuer will be subject to deduction in respect of Japanese income tax at a
current rate of 15.315 per cent. (15 per cent. on or after 1 January 2038) of the amount of such interest.
The Issuer will not issue Taxable Linked Notes (notes of which the amount of interest is to be calculated
by reference to certain indexes (as prescribed by the Cabinet Order No. 43 of 1957 (as amended) (the "Cabinet
Order") under Article 6, Paragraph 4 of the Special Taxation Measures Act) relating to the Issuer or a Specially-
Related Person of the Issuer) under the Programme.
Ratings
Tranches of Notes issued under the Programme will be rated or unrated. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the rating(s) described above or the rating(s) assigned to
Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant
Final Terms.
Stabilisation
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable 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 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 relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no
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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 relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising
Manager(s)) in accordance with all applicable laws and rules.
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OVERVIEW
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of Notes, the applicable Final Terms. The Issuer and any relevant Dealer may agree that Notes shall be issued in
a form other than that contemplated in the Terms and Conditions, in which event, in the case of listed Notes only
and if appropriate, a new Prospectus will be published.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Base Prospectus have the same meanings in this overview.
The Issuer:
East Japan Railway Company
Arranger:
Nomura International plc
Dealers:
BNP Paribas
Daiwa Capital Markets Europe Limited
Merrill Lynch International
Mizuho International plc
Mizuho Securities Asia Limited
Morgan Stanley & Co. International plc
Nomura International plc
SMBC Nikko Capital Markets Limited

and any other Dealer appointed from time to time by the Issuer either
generally in respect of the Programme or in relation to a particular Tranche
of Notes.
Fiscal Agent, Paying Agent,
Mizuho Trust & Banking (Luxembourg) S.A.
Registrar and Transfer Agent:
Luxembourg Listing Agent:
Mizuho Trust & Banking (Luxembourg) S.A.
Description:
Euro Medium Term Note Programme
Certain Restrictions:
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") including
the following restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year
Notes having a maturity of less than one year will constitute deposits for
the purposes of the prohibition on accepting deposits contained in section
19 of the Financial Services and Markets Act 2000 (the FSMA) unless
they are issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see "Subscription and
Sale".
Programme Size:
Up to ¥1,200,000,000,000 (or its equivalent in other currencies calculated
as described in the Dealer Agreement) outstanding at any time. The Issuer
may increase the amount of the Programme in accordance with the terms
of the Dealer Agreement.
Issuance in Series:
The Notes will be issued in series (each a "Series") having one or more
issue dates and on terms otherwise identical with the other Notes in the
Series (or identical other than in respect of the first payment of interest),
the Notes of each Series being intended to be interchangeable with all
other Notes of that Series. Each Series may be issued in tranches (each a
"Tranche") on the same or different issue dates. The specific terms of
each Tranche (which will be completed, where necessary, with the
relevant terms and conditions and, save in respect of the issue date, issue
price, first payment of interest and/or nominal amount of the Tranche, will
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be identical to the terms of other Tranches of the same Series) will be
completed in the relevant Final Terms.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in any currency or currencies agreed between
the Issuer and the relevant Dealer, subject to any applicable legal or
regulatory restrictions.
Maturities:
The Notes will have such maturities as may be agreed between the Issuer
and the relevant Dealer, subject to such minimum or maximum maturities
as may be allowed or required from time to time by the relevant central
bank (or equivalent body) or any laws or regulations applicable to the
Issuer or the relevant Specified Currency.
Issue Price:
Notes may be issued at an issue price which is at par or at a discount to, or
premium over, par.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed rate and the method of calculating interest may vary
between the issue date and the maturity date of the relevant Series.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the Issuer and the relevant Dealer and on redemption and will be
calculated on the basis of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer.
Redemption:
The Notes cannot be redeemed prior to their stated maturity (other than
for taxation reasons or following an Event of Default).

Notes having a maturity of less than one year are subject to restrictions
on their denomination and distribution, see "Subscription and Sale --
Selling Restrictions -- Other UK regulatory restrictions".
Denomination of Notes:
The Notes will be issued in such denominations as may be agreed between
the Issuer and the relevant Dealer save that the minimum denomination of
each Note will be such amount as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Specified Currency, see
"Subscription and Sale -- Selling Restrictions -- Other UK regulatory
restrictions".
Taxation:
All payments of principal and interest in respect of the Notes will be made
without withholding or deduction for or on account of withholding taxes
imposed by or within Japan, unless such withholding or deduction is
required by law. Interest payments on the Notes generally will be subject
to Japanese withholding tax with certain exceptions. See "Japanese
Taxation". If the payments are subject to Japanese withholding tax, the
Issuer will pay such additional amounts (subject to certain exceptions) in
respect of Japanese taxes as will result in the payment of amounts
otherwise receivable absent any deduction or withholding on account of
such Japanese taxes. See Condition 10 (Taxation).
Negative Pledge:
The terms of the Notes will contain a negative pledge provision as further
described in Condition 5 (Negative Pledge).
Cross Default:
The terms of the Notes will contain a cross default provision as further
described in Condition 11 (Events of Default).
Listing and Admission to
Applications have been made for Notes to be admitted during the period
Trading:
of twelve months after the date hereof to listing on the Official List and to
trading on the Euro MTF Market of the Luxembourg Stock Exchange.

Notes may be listed or admitted to trading, as the case may be, on other or
further stock exchanges or markets agreed between the Issuer and the
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relevant Dealer in relation to the Series. Notes which are neither listed nor
admitted to trading on any market may also be issued.

The applicable Final Terms will state whether or not the relevant Notes
are to be listed and/or admitted to trading and, if so, on which stock
exchanges and/or markets.
Status:
The Notes are senior, unsubordinated, unconditional and unsecured
obligations of the Issuer, as described in Condition 4 (Status).
Form of Notes:
The Notes will be issued in bearer or registered form as specified in the
applicable Final Terms.
Governing Law:
The Notes, the Agency Agreement, the Deed of Covenant and the
Subscription Agreement, and any non-contractual obligations arising out
of or in connection therewith, will be governed by English law.
Clearing Systems:
Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A.
("Clearstream, Luxembourg") or, in relation to any Tranche of Notes,
any other clearing system as may be specified in the relevant Final Terms.
Ratings:
Notes issued under the Programme may or may not be rated. Any credit
ratings assigned to an issue of Notes will be specified in the applicable
Final Terms.
United States Selling
Regulation S, Category 2. TEFRA C or D/TEFRA not applicable, as
Restrictions:
specified in the applicable Final Terms.
Selling Restrictions:
See "Subscription and Sale".
Risk Factors:
Investing in the Notes involves risks. See "Risk Factors".
Use of Proceeds:
The net proceeds from each issue of Notes will be used for the general
corporate purposes of the Issuer. If, in respect of any particular issue, there
is a particular identified use of proceeds, this will be stated in the
applicable Final Terms.
Notes issued as "green bonds", "social bonds" or "sustainability bonds"
will have their use of proceeds detailed in the applicable Final Terms. Such
use of proceeds may include, but are not limited to, use for projects such
as introduction of advanced-technology rolling stock for improved service
standards and safety (for provision of clean transportation and/or
affordable basic infrastructure), and the financing and refinancing of
renewable energy power generation projects.

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