Bond Banca BPM 5% ( XS2229021261 ) in EUR

Issuer Banca BPM
Market price refresh price now   100.85 %  ⇌ 
Country  Italy
ISIN code  XS2229021261 ( in EUR )
Interest rate 5% per year ( payment 1 time a year)
Maturity 13/09/2030



Prospectus brochure of the bond Banco BPM XS2229021261 en EUR 5%, maturity 13/09/2030


Minimal amount /
Total amount /
Next Coupon 14/09/2025 ( In 139 days )
Detailed description Banco BPM is an Italian banking group formed through the merger of Banco Popolare and Banca Popolare di Milano, offering a wide range of financial services to individuals and businesses.

The Bond issued by Banca BPM ( Italy ) , in EUR, with the ISIN code XS2229021261, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/09/2030








BASE PROSPECTUS



BANCO BPM S.P.A.
(incorporated as a joint stock company (società per azioni) in the Republic of Italy)
25,000,000,000
Euro Medium Term Note Programme

This base prospectus (the " Base Prospectus") constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) No.
2017/1129 of 14 June 2017 (the " Prospectus Regulation"). Under this 25,000,000,000 Euro Medium Term Note Programme (the
" Programme"), BANCO BPM S.p.A. (the " Issuer" or the " Bank" or " Banco BPM") may from time to time issue non-equity
securities, which may be governed by English law (the " English Law Notes") or Italian law (the " Italian Law Notes" and together
with the English Law Notes, the " Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined
below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
25,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject
to increase as described herein. In the event of such increase, a supplement to this Base Prospectus will be prepared by the Issuer,
which shall be approved by the CSSF in accordance with Article 23 of the Prospectus Regulation.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under " Description of the Programme" and
each further Dealer appointed under the Programme from time to time by the Issuer (each a " Dealer" and together the " Dealers"),
which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the " relevant Dealer"
shall, in the case of an issue of Notes being subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
Amounts payable under the Notes may be calculated by reference to EURIBOR, or to LIBOR, in each case as specified in the relevant
Final Terms. As at the date of this Base Prospectus, EURIBOR is provided and administered by the European Money Markets Institute
(" EMMI"), and LIBOR is provided and administered by ICE Benchmark Administration Limited (" ICE"). At the date of this Base
Prospectus, ICE and EMMI are both authorised as benchmark administrators, and included on, the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority (" ESMA") pursuant to Article 36 of
Regulation (EU) No. 2016/1011 (the " Benchmarks Regulation").
An investment in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability
of the Issuer to fulfil its obligations under the Notes are discussed under " Risk Factors" below.
The Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the " CSSF") which
is the Luxembourg competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not
be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and
investors should make their own assessment as to the suitability of investing in the Notes. By approving the Base Prospectus, the
CSSF gives no undertaking as to the economic or financial soundness of the transaction or the quality and solvency of the Issuer in
line with the provisions of Article 6(4) of the loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières dated 16 July 2019
(the " Lux embourg Prospectus Law"). This Base Prospectus is valid for admission to trading of Notes on a regulated market for the
purposes of Directive 2014/65/EU (as amended, " MiFID II") for a period of twelve months from the date of approval ending on 6
July 2021, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation. For the avoidance of
doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12-month validity period. Application
has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such notes have been admitted to
trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) and have been " listed" on the Offici al
List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market (the " Regulated Market") is a
regulated market for the purposes of MiFID II. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect
of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as
defined under " Terms and Conditions of the English Law Notes" or " Terms and Conditions of the Italian Law Notes") of Notes will
be set out in the relevant final terms (the " Final Terms") or in a separate prospectus specific to such Tranche (the " Drawdown
Prospectus"). With respect to Notes to be listed on the Luxembourg Stock Exchange, the Final Terms will be filed with the CSSF
and the Drawdown Prospectus will be subject to the approval of the CSSF. In the case of a Tranche of Notes which is the subject of a
Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms
shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus
unless the context requires otherwise.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s )
or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not
admitted to trading on any market.
As at the date of this Base Prospectus, payments of interest and other proceeds in respect of the Notes may be subject to withholding
or deduction for or on account of Italian substitute tax (imposta sostitutiva), in accordance with Italian Legislative Decree No. 239 of
1 April 1996, as amended and supplemented from time to time, and any related regulations. Upon the occurrence of any withholding
or deduction for or on account of imposta sostitutiva from any payments under the Notes, neither the Issuer nor any other person shall
have any obligation to pay any additional amount(s) to any holder of the Notes. For further details see the section entitled " Taxation
­ Italian taxation".
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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"))
except in certain transactions exempt from the registration requirements of the Securities Act.
MIFID II product governance / target market ­ The Final Terms in respect of any Notes will include a legend entitled " 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 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. 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 " 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 MIFID Product Governance Rules.
Prohibition of Sales to EEA and UK Retail Investors ­ If the Final Terms in respect of any Notes includes a legend entitled
" 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 European Economic Area (" EEA") or the
United Kingdom (" 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 (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
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the " PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or 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 the UK
may be unlawful under the PRIIPs Regulation.

ARRANGER

Citigroup

DEALERS

Banca Akros S.p.A. - Gruppo Banco BPM
Banca IMI
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan Securities plc
Mediobanca
Nomura
Société Générale Corporate & Investment Banking
UBS Investment Bank



The date of this Base Prospectus is 6 July 2020.
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RESPONSIBILITY STATEMENT
The Issuer (the "Responsible Person") accepts responsibility for the information contained in this
Base Prospectus and the applicable Final Terms for each Tranche of Notes. To the best of the
knowledge of the Issuer the information contained in this Base Prospectus is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Subject as provided in the relevant Final Terms, the only persons authorised to use this Base
Prospectus in connection with an offer of Notes are the persons named in the relevant Final Terms
as the relevant Dealer or the Managers, as the case may be.
Copies of Final Terms will be available from the registered office of the Issuer and the specified office
set out below of each of the Paying Agents (as defined below) and, in the case of listed Notes, will be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference" below) and with any supplements hereto.
This Base Prospectus shall be read and construed on the basis that such documents are incorporated
in and form part of this Base Prospectus.
Neither the Dealers nor the Trustee nor any of their respective affiliates have authorised this Base
Prospectus or any part thereof nor independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Dealers or the Trustee or any of their respective affiliates
as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer in connection with the Programme. No
Dealer or the Trustee accepts any liability in relation to the information contained or incorporated
by reference in this Base Prospectus or any other information provided by the Issuer in connection
with the Programme.
No person is or has been authorised by the Issuer, the Dealers or the Trustee 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 must not be relied upon as having been authorised by the Issuer, any of the Dealers
or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer, any of the Dealers or the Trustee that any recipient
of this Base Prospectus or any other information supplied in connection with the Programme or any
Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make
its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the Group (as defined herein). Neither this Base Prospectus nor
any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of the Issuer, any of the Dealers or the Trustee to
any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances 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
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers and the Trustee expressly do not undertake to review the financial condition or
affairs of the Issuer or the Issuer and the Group during the life of the Programme or to advise any
investor in the Notes of any information coming to their attention. Investors should review, inter alia,
the most recently published documents incorporated by reference into this Base Prospectus when
deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered under 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


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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 except in certain transactions exempt from the
registration requirements of the Securities Act. See "Subscription and Sale".
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuer, the Dealers and the Trustee do not represent that this
Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer, the Dealers or the
Trustee which would permit a public offering of any Notes outside the European Economic Area or
the United Kingdom or distribution of this Base Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Base Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of
this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the
distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European
Economic Area (including the Republic of Italy and France), the United Kingdom and Japan. See
"Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area or the United Kingdom (as applicable) (each a "Relevant State") will
be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish
a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in
that Relevant State of Notes which are the subject of an offering contemplated in this Base Prospectus
as completed by the relevant Final Terms in relation to the offer of those Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article
23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for
such offer.
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.
This Base Prospectus includes forward-looking statements. These include statements relating to,
among other things, the future financial performance of the Issuer and the Group, plans and
expectations regarding developments in the business, growth and profitability of the Group and
general industry and business conditions applicable to the Group. The Issuer has based these
forward-looking statements on its current expectations, assumptions, estimates and projections
about future events. These forward-looking statements are subject to a number of risks, uncertainties
and assumptions that may cause the actual results, performance or achievements of the Group or
those of its industry to be materially different from or worse than these forward-looking statements.
The Issuer does not assume any obligation to update such forward-looking statements and to adapt
them to future events or developments except to the extent required by law.
Legal investment considerations may restrict certain investments ­ 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) Notes are legal investments for it, (2) Notes can be used as collateral for various


ii





types of borrowing, and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk based capital or similar rules.
Third Party Information ­ Certain information and statistics presented in this Base Prospectus
regarding markets and market share of the Issuer or the Group are either derived from, or are based
on, internal data or publicly available data from external sources. In addition, the sources for the
rating information set out in the sections headed "Selected Consolidated Financial Data ­ Rating" and
"Description of the Issuer and the Group ­ Recent Developments" of this Base Prospectus are the
following rating agencies: Moody's and DBRS (each as defined below). In respect of information in
this Base Prospectus that has been extracted from a third party, the Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain
from information published by third parties, no facts have been omitted which would render the
reproduced information inaccurate or misleading. Although the Issuer believes that the external
sources used are reliable, the Issuer has not independently verified the information provided by such
sources.
In this Base Prospectus, references to websites are included for information purposes only. The
contents of any websites (except for the documents (or portions thereof) incorporated by reference
into this Base Prospectus to the extent set out on any such website) referenced in this Base Prospectus
do not constitute a part of or are incorporated into this Base Prospectus and have not been scrutinised
or approved by the CSSF.
All references in this document to: "Euro", "euro" and "" refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the
Functioning of the European Union, as amended; "U.S. dollars", "U.S.$" and "$" refer to United
States dollars being the currency of the United States of America; "Sterling" refers to the currency
of the United Kingdom; "yen" refers to the currency of Japan; and references to the "Banco BPM
Group" or the "Group" are to BANCO BPM S.p.A. and its subsidiaries.
Certain figures and percentages included in this Base Prospectus have been subject to rounding
adjustments; accordingly, figures shown in the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the
figures which precede them.
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 or, as the case may be, Drawdown Prospectus 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 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. Such stabilising shall be conducted in accordance
with all applicable laws and rules. Any loss or profit sustained as a consequence of any such over-
allotment or stabilising shall, as against the Issuer, be for the account of the Stabilising Manager(s)
and the Lead Manager(s).




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CONTENTS

Page
DESCRIPTION OF THE PROGRAMME ........................................................................................................ 1
RISK FACTORS ............................................................................................................................................... 10
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................. 36
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES............................................................... 38
TERMS AND CONDITIONS OF THE ITALIAN LAW NOTES ............................................................... 79
FORM OF THE NOTES................................................................................................................................. 117
FORM OF FINAL TERMS ............................................................................................................................ 119
USE OF PROCEEDS...................................................................................................................................... 133
SELECTED CONSOLIDATED FINANCIAL DATA ................................................................................ 134
DESCRIPTION OF THE ISSUER AND THE GROUP .............................................................................. 140
REGULATORY .............................................................................................................................................. 178
TAXATION..................................................................................................................................................... 186
SUBSCRIPTION AND SALE ....................................................................................................................... 195
GENERAL INFORMATION......................................................................................................................... 199



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DESCRIPTION OF THE PROGRAMME
The following description 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 Terms and Conditions of the Notes of such Tranche and the relevant Final Terms.
This description constitutes a general description of the Programme for the purposes of Article 25 of the
Commission Regulation (EU) No. 2019/980 (as amended). Words and expressions defined in "Form of the
Notes", "Terms and Conditions of the English Law Notes" and "Terms and Conditions of the Italian Law
Notes" shall have the same meanings in this description.
Issuer:
BANCO BPM S.p.A.
Issuer Legal Entity Identifier (LEI)
815600E4E6DCD2D25E30
Description:
Euro Medium Term Note Programme
Arranger:
Citigroup Global Markets Limited
Dealers:
Banca Akros S.p.A. ­ Gruppo Banco BPM
Banca IMI S.p.A.
Barclays Bank Ireland PLC
Barclays Bank PLC
BNP Paribas
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Credit Suisse Securities (Europe) Limited
Deutsche Bank Aktiengesellschaft
Goldman Sachs International
HSBC Bank plc
J.P. Morgan Securities plc
Mediobanca ­ Banca di Credito Finanziario S.p.A.
Nomura International plc
Société Générale
UBS Europe SE

and any other dealers appointed in accordance with the
Programme Agreement.
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".
Issuing and Paying Agent:
Citibank, N.A., London Branch
Trustee (for the English Law Notes):
Citicorp Trustee Company Limited
Luxembourg Listing Agent:
BNP Paribas Securities Services, Luxembourg Branch
Programme Size:
Up to 25,000,000,000 (or its equivalent in other
currencies calculated as described in the Programme
Agreement) outstanding at any time. The Issuer may


1





increase the amount of the Programme in accordance with
the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public
placement and in each case on a syndicated or
non-syndicated basis.
Currencies:
Euro, Sterling, U.S. dollars, yen and, subject to any
applicable legal or regulatory restrictions, any other
currency agreed between the Issuer and the relevant
Dealer(s).
Maturities:
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.

In the case of Senior Non-Preferred Notes, pursuant to
Article 12-bis, paragraph 1, letter a), of the Italian Banking
Act, the Maturity Date shall not fall earlier than twelve
months after their Issue Date.

In the case of Subordinated Notes, unless otherwise
permitted by current laws, regulations, directives and/or
the requirements of the Relevant Authority (as defined in
the Terms and Conditions of the English Law Notes and
the Terms and Conditions of the Italian Law Notes)
applicable to the issue of Subordinated Notes by the Issuer,
Subordinated Notes must have a minimum maturity of five
years (or, if issued for an indefinite duration, redemption
of such Notes may only occur five years after their date of
issue).

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the
proceeds of the issue are accepted in the United Kingdom,
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 ­ United Kingdom".

Under the Luxembourg Prospectus Law, prospectuses for
the listing of money market instruments having a maturity
at issue of less than 12 months and complying also with
the definition of securities do not need to be approved by
the CSSF but would need to be approved by the
Luxembourg Stock Exchange in accordance with Part III
of the Luxembourg Prospectus Law.
Final Terms or
Notes issued under the Programme may be issued either
Drawdown Prospectus:
(1) pursuant to this Base Prospectus and the relevant Final
Terms or (2) pursuant to a drawdown prospectus (each a
"Drawdown Prospectus") prepared in connection with a
particular Tranche of Notes.


2





For a Tranche of Notes which is the subject of the relevant
Final Terms, those relevant Final Terms will, for the
purposes of that Tranche only, complete the Conditions
and this Base Prospectus and must be read in conjunction
with this Base Prospectus. The terms and conditions
applicable to any particular Tranche of Notes which is the
subject of such relevant Final Terms are the Conditions as
completed by such Final Terms.
The terms and conditions applicable to any particular
Tranche of Notes which is the subject of a Drawdown
Prospectus will be the Conditions as supplemented,
amended and/ or replaced to the extent described in the
relevant Drawdown Prospectus. In the case of a Tranche
of Notes which is the subject of a Drawdown Prospectus,
each reference in this Base Prospectus to information
being specified or identified in the relevant Final Terms
shall be read and construed as a reference to such
information being specified or identified in the relevant
Drawdown Prospectus unless the context requires
otherwise.
Issue Price:
Notes may be issued at any price, as specified in the
relevant Final Terms. The price and amount of Notes to be
issued under the Programme will be determined by the
Issuer and the relevant Dealer(s) at the time of issue in
accordance with prevailing market conditions.
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each
Series may comprise one or more tranches ("Tranches"
and, each, a "Tranche") issued on different issue dates.
The Notes of each Series will be subject to identical terms,
except that the issue date and the amount of the first
payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will be subject to
identical terms in all respects save that a Tranche may
comprise Notes of different denominations (of at least
100,000 or its equivalent in another currency).
Form of Notes:
The Notes will be in bearer form and will on issue be
represented by either a Temporary Global Note or a
Permanent Global Note as specified in the relevant Final
Terms. Temporary Global Notes will be exchangeable for
either (i) interests in a Permanent Global Note or (ii)
definitive Notes, as indicated in the relevant Final Terms.
Permanent Global Notes will be exchangeable for
definitive Notes upon either (i) not less than 60 days'
written notice from Euroclear and/or Clearstream,
Luxembourg (acting on the instructions of any holder of
an interest in such Permanent Global Note) to the Agent as
described therein or (ii) only upon the occurrence of an
Exchange Event as described under "Form of the Notes".
Interest:
Notes may be interest-bearing or non-interest bearing.
Interest (if any) may accrue at a fixed rate or a floating
rate, or interest may initially accrue at a fixed rate and then
switch to a floating rate, or interest may initially accrue at
a floating rate and then switch to a fixed rate. The method
of calculating interest may vary between the issue date and
the maturity date of the relevant Series.


3





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.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(a)
on 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 2006 ISDA
Definitions (as published by the International
Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the
first Tranche of the Notes of the relevant Series)
(the "ISDA Definitions"); or

(b)
on the basis of a reference rate appearing on the
agreed screen page of a commercial quotation
service; or

(c)
by reference to the benchmark as may be specified
in the relevant Final Terms as adjusted for any
applicable margin/multiplier; or

(d)
on the basis of the CMS Rate.

Investors should consult the Issuer should they require
further information in respect of the ISDA Definitions.

The margin (if any) relating to such floating rate will be
agreed between the Issuer and the relevant Dealer for each
Series of Floating Rate Notes.
Other provisions in relation to Floating
Floating Rate Notes may also have a maximum interest
Rate Notes:
rate, a minimum interest rate or both.

Interest on Floating Rate Notes in respect of each Interest
Period, as agreed prior to issue by the Issuer and the
relevant Dealer, will be payable on such Interest Payment
Dates, and will be calculated on the basis of such Day
Count Fraction, as may be agreed between the Issuer and
the relevant Dealer.
Fixed-Floating and
Fixed-Floating Rate Notes will initially bear interest in
Floating-Fixed Rate Notes:
accordance with the Fixed Rate Note provisions and wil
then switch to bear interest in accordance with the Floating
Rate Note provisions, as specified in the relevant Final
Terms.

Floating-Fixed Rate Notes will initially bear interest in
accordance with the Floating Rate Note provisions and
will then switch to bear interest in accordance with the
Fixed Rate Note provisions, as specified in the relevant
Final Terms.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount
to their nominal amount and will not bear interest.
Redemption:
Unless previously redeemed or purchased and cancelled in
accordance with the Conditions, each Note (including each


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