Obligation A.P. Moller - Maersk 0% ( XS1381690574 ) en EUR

A.P. Moller - Maersk

100 % ▼

Danemark

XS1381690574 ( en EUR )

18/03/2019 - Obligation échue

Prospectus brochure de l'obligation A.P. Moller - Maersk XS1381690574 en EUR 0%, échue

100 000 EUR

500 000 000 EUR

L'Obligation émise par A.P. Moller - Maersk ( Danemark ) , en EUR, avec le code ISIN XS1381690574, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/03/2019

PROSPECTUS

A.P. MØLLER - MÆRSK A/S
(incorporated with limited liability in Denmark)
10,000,000,000
Euro Medium Term Note Programme
On 25 January 2010, A.P. Møller - Mærsk A/S (the Issuer) entered into a 3,000,000,000 (now 10,000,000,000) Euro Medium Term Note
Programme (the Programme).
Under the Programme the Issuer may from time to time issue 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 10,000,000,000 (or its
equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described therein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any
additional 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 a continuing basis. References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or
intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the CSSF), as competent authority
under the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities and Regulation (EU) 2017/1129 (the Prospectus Regulation).
The CSSF only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes. Investors should make
their own assessment as to the suitability of investing in the Notes.
By approving this Prospectus in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect of the economic or
financial opportunity of the operation or the quality and solvency of the Issuer in accordance with the provisions of Article 6(4) of the Luxembourg
Act dated 16 July 2019. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Prospectus to Notes being listed (and all related references) on the Luxembourg Stock Exchange shall mean that such Notes have
been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU (as amended)
(MiFID II).
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date and will expire on 15 September
2021 in relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area (EEA) and/or offered to
the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus
Regulation. For these purposes, references(s) to the EEA include(s) the United Kingdom (UK). The obligation to supplement this Prospectus
in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid.
References in this Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The
CSSF has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes.
Except in the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set
out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed with the
CSSF. 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). In the case of Exempt Notes, notice of the aggregate nominal amount of such Notes, interest (if any)
payable in respect of such Notes, the issue price of such Notes and certain other information which is applicable to each Tranche will be set out in a
pricing supplement document (the Pricing Supplement). In the case of Exempt Notes, references herein to "Final Terms" shall be deemed to be
references to "Pricing Supplement", so far as the context admits.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as
may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Exempt Notes and/or Exempt Notes not admitted to
trading on any market.
The Issuer has a long-term rating of Baa3 (Negative) by Moody's Investors Service Ltd (Moody's) and BBB (Negative) by S&P Global Ratings
Europe Limited (Standard & Poor's) as at the date of this Prospectus. Moody's is established in the UK and is registered under the Regulation (EC)

No. 1060/2009 (as amended) (the CRA Regulation). Standard & Poor's is established in the European Union and is registered under the CRA
Regulation. As such each of Moody's and Standard & Poor's is included in the list of credit rating agencies published by the European Securities and
Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA
Regulation. The Programme is also rated by Moody's and Standard & Poor's. Notes issued under the Programme may be rated or unrated by either of
the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms and will not
necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. A security 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.

Arranger
HSBC
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Danske Bank
Deutsche Bank
HSBC
ING
J.P. Morgan
Mizuho Securities
Morgan Stanley
MUFG
Nordea Markets
SEB
Santander Corporate & Investment Banking
Société Générale Corporate & Investment
Banking
The date of this Prospectus is 15 September 2020.

2

This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 8 of the Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms
for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer,
the information contained in this Prospectus and the Final Terms is in accordance with the facts and
the Prospectus as completed by the Final Terms makes no omission likely to affect the import of such
information.
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), references to websites or uniform resource locators (URLs)
in this Prospectus are inactive textual references. The information on the websites or URLs to which
this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved
by the CSSF.
Neither the Dealers nor the Trustee have 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 as to the accuracy or completeness
of the information contained or incorporated in this 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 Prospectus or any other
information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer or the Trustee to give any information or to make
any representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the Programme or the Notes 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 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
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. Neither this 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 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

3

affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (see "Subscription and Sale").
This 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 Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. None of the Issuer, the Dealers and the Trustee represents that this 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 assumes 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 is intended to
permit a public offering of any Notes or distribution of this 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 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 Prospectus or any Notes
may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution
of this Prospectus and the offer or sale of Notes in the United States, the EEA (including Denmark
and, for these purposes, the UK), the People's Republic of China (the PRC), the Hong Kong Special
Administrative Region of the PRC (Hong Kong), Singapore and Japan (see "Subscription and Sale").
This Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than 100,000 (or its equivalent in any other currency) only in the case of
Exempt Notes. As a result, any offer of Notes in any Member State of the EEA (including, for this
purpose, the UK) (each, a Relevant Member State) must 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 of Notes in that Relevant Member State 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 has authorised, nor do any of them 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.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;

4

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear
the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate
addition of risk to their overall portfolios. A potential investor should not invest in Notes which are
complex financial instruments unless it has the expertise (either alone or with the help of a financial
adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the
value of the Notes and the impact this investment will have on the potential investor's overall
investment portfolio.
In this document, all references to U.S. dollars, USD, U.S.$ and $ refer to the lawful currency of the
United States, all references to Sterling, GBP and £ refer to the lawful currency of the UK, all
references to DKK refer to the lawful currency of Denmark, all references to NOK refer to the lawful
currency of Norway, all references to CNY, RMB and Renminbi are to the lawful currency of the PRC
which, for the purposes of this Prospectus, excludes Hong Kong, the Macau Special Administrative
Region of the PRC and Taiwan and all references to euro, EUR 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.
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 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
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
Amounts payable on Floating Rate Notes (as described in "Terms and Conditions of the Notes Interest on
Floating Rate Notes") will be calculated by reference to one of LIBOR, EURIBOR, STIBOR, NIBOR or
CIBOR as specified in the applicable Final Terms. As at the date of this Prospectus, ICE Benchmark
Administration Limited (as administrator of LIBOR), European Money Markets Institute (as administrator
of EURIBOR) and Danish Financial Benchmark Facility ApS (as administrator of CIBOR) are included in

5

the ESMA's register of administrators and benchmarks under Article 36 of the Regulation (EU) No.
2016/1011 (the Benchmarks Regulation) and the administrators of STIBOR, NIBOR and CIBOR are not
included in such register. As far as the Issuer is aware, the transitional provisions in Article 51 of the
Benchmarks Regulation apply, such that the Swedish Bankers' Association (as administrator of STIBOR)
and Norske Finansielle Referanser AS (as administrator of NIBOR) are not currently required to obtain
authorisation or registration (or, if located outside the EU and UK, recognition, endorsement or
equivalence).

MIFID II PRODUCT GOVERNANCE / TARGET MARKET: The applicable Final Terms in respect of
any Notes may 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 EEA or in the UK. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a
customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. 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 in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE
SFA) In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has, unless otherwise
specified before an offer of Notes, determined, and hereby notifies all relevant persons (as defined in Section
309A(1) of the SFA), that the Notes to be issued under the Programme are prescribed capital markets
products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).

6

CONTENTS
Page
General Description of the Programme .............................................................................................................. 8
Risk Factors ...................................................................................................................................................... 14
Documents Incorporated by Reference ............................................................................................................ 35
Form of the Notes ............................................................................................................................................. 38
Applicable Final Terms .................................................................................................................................... 41
Terms and Conditions of the Notes .................................................................................................................. 55
Use of Proceeds ................................................................................................................................................ 97
Description of the Issuer .................................................................................................................................. 98
Taxation ......................................................................................................................................................... 105
Subscription and Sale ..................................................................................................................................... 108
General Information ....................................................................................................................................... 112

7

GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and is based upon, and is qualified in its entirety
by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. The Issuer may agree with the relevant Dealer and the
Trustee that Notes shall be issued in a form other than that contemplated by the Terms and Conditions, in
which event, in the case of Notes other than Exempt Notes and if appropriate, a new prospectus will be
published or a supplement to this Prospectus will be published and made available which will describe the
effect of the agreement reached in relation to such Notes.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No. 2019/980.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have
the same meanings in this Overview.
Issuer:
A.P. Møller - Mærsk A/S
Website of the Issuer:
https://www.maersk.com
Issuer Legal Entity Identifier (LEI):
549300D2K6PKKKXVNN73
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil
its obligations pursuant to Notes issued under the Programme.
These are set out under "Risk Factors" above. In addition, there are
certain factors which are material for the purpose of assessing the
market risks associated with Notes issued under the Programme.
These are set out under "Risk Factors" and include certain risks
relating to the structure of particular Series of Notes and certain
market risks.
Description:
Euro Medium Term Note Programme
Arranger:
HSBC Bank plc
Dealers:
Banco Santander, S.A.

Barclays Bank Ireland PLC

Barclays Bank PLC

BNP Paribas

BofA Securities Europe SA

Citigroup Global Markets Europe AG

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

Crédit Agricole Corporate and Investment Bank

Danske Bank A/S

Deutsche Bank Aktiengesellschaft

HSBC Bank plc

ING Bank N.V.

J.P. Morgan Securities plc

Mizuho International plc

Mizuho Securities Europe GmbH

Morgan Stanley & Co. International plc

MUFG Securities (Europe) N.V.

Nordea Bank Abp

Skandinaviska Enskilda Banken AB (Publ)

Société Générale

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") including the following restrictions applicable at the date of
this Prospectus.

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 UK, constitute deposits for the
purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000, as
amended (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").
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
VP Agents:
Nordea Bank Abp, filial i Norge in the case of VP Notes (as
defined below) cleared through VPS (as defined below).

Nordea Danmark, filial af Nordea Bank Abp, Finland in the case of
VP Notes cleared through VP (as defined below).
Trustee:
Citicorp Trustee Company Limited
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement) outstanding
at any time. The Issuer may 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:
Notes may be denominated in, subject to any applicable legal or
regulatory restrictions, any currency agreed between the Issuer and
the relevant Dealer.
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

9

or regulations applicable to the Issuer or the relevant Specified
Currency.
Issue Price:
Notes will be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par, as
specified in the applicable Final Terms.
Form of Notes:
The Notes will be issued either (i) in bearer form or (ii) in
uncertificated and dematerialised book entry form (the VP Notes),
with the legal title thereto being evidenced by book entries in the
records of Verdipapirsentralen ASA, the Norwegian central
securities depository (VPS) or VP Securities Services (VP
Securities A/S), the Danish central securities depository (VP), as
the case may be, in each case as described in "Form of the Notes".
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); or

(b)
on the basis of a reference rate set out in the applicable
Final Terms.

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.

Floating Rate Notes may also have a maximum interest 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.

Where Screen Rate Determination is specified in the applicable
Final Terms as the manner in which the Rate of Interest is to be
determined for Floating Rate Notes, Condition 3.2(b)(iii) applies.

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