Obligation European Financial Stability Facility (EFSF) 2.25% ( EU000A1G0A16 ) en EUR

European Financial Stability Facility (EFSF)

100 % ⇌

Luxembourg

EU000A1G0A16 ( en EUR )

2.25% par an ( paiement annuel )

04/09/2022 - Obligation échue

Prospectus brochure de l'obligation European Financial Stability Facility (EFSF) EU000A1G0A16 en EUR 2.25%, échue

1 000 EUR

3 974 350 000 EUR

L'Obligation émise par European Financial Stability Facility (EFSF) ( Luxembourg ) , en EUR, avec le code ISIN EU000A1G0A16, paye un coupon de 2.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/09/2022

PROSPECTUS dated 26 June 2020

European Financial Stability Facility

EUR 241,000,000,000
Guaranteed Debt Issuance Programme

- i -

IMPORTANT NOTICES
European Financial Stability Facility, a société anonyme incorporated in the Grand Duchy of Luxembourg
with registered office at 6a, Circuit de la Foire Internationale, L-1347 Luxembourg, Grand Duchy of
Luxembourg and registered with the Register of Commerce and Companies of Luxembourg (R.C.S.
Luxembourg) under number B153414 ("EFSF" or the "Issuer") has prepared this document (the
"Prospectus") for the purpose of giving information in relation to (i) the Programme, (ii) the Notes (as
defined in the Terms and Conditions of the Notes) to be issued under the Programme, (iii) itself as Issuer,
(iv) the euro-area Member States of the European Union other than the Hellenic Republic, Ireland, the
Portuguese Republic, the Republic of Cyprus or any other euro-area Member State which becomes a
Stepping-Out Guarantor (as described below) in respect of issues of Notes after the date when such euro-
area Member State becomes a Stepping-Out Guarantor provided that a Stepping-Out Guarantor may
guarantee any issue of Notes after the date on which it becomes a Stepping-In Guarantor (as described
below) (together the "Guarantors") and (v) the terms of the Deeds of Guarantee which are issued to
guarantee the Notes. The Issuer accepts responsibility for the information contained in this Prospectus.
This Prospectus does not constitute a prospectus or a base prospectus for the purposes of Article 6 and
Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This prospectus constitutes a
prospectus for purposes of Part III, Chapter 2 of the Luxembourg Prospectus Act on prospectuses for
securities dated 16 July 2019.
This Prospectus replaces and supersedes in its entirety the Prospectus dated 27 June 2019 relating to the
Programme.
Application may be made to the Luxembourg Stock Exchange for debt instruments issued under the debt
issuance programme (the "Programme") described in this Prospectus to be listed on the Official list of the
Luxembourg Stock Exchange and to be admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange. The Programme also permits debt securities to be issued on an unlisted basis or to be
admitted to listing, trading and/or quotation by such other further listing authorities, stock exchanges,
regulated markets and/or quotation systems as may be agreed with the Issuer. Notes will be issued in bearer
form and will, unless otherwise specified, only be sold outside the United States to non-US persons and
will, unless otherwise specified, initially be represented by a global note without interest coupons. This
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. This Prospectus may only be used for the purpose for
which it has been published.
The Issuer confirms that this Prospectus (including each set of Final Terms) 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
Prospectus does not omit to state any material fact necessary to make such information, opinions,
predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes and the
guarantee of the Notes) not misleading in any material respect; and that all proper enquiries have been made
to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any other document entered into in relation to the Programme or any
information supplied by the Issuer or any Guarantor 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, any Guarantor or any Dealer.
Neither the delivery of this 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 Prospectus is true
subsequent to the date hereof or the date upon which this 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 or any Guarantor since the
date thereof or, if later, the date upon which this 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.

- ii -

The distribution of this 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 Prospectus or any Final
Terms comes are required by the Issuer, the Guarantors 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 Prospectus or any Final Terms and other offering material relating to
the Notes, see "Subscription and Sale" and "Transfer Restrictions".
The Notes have not been, and will not be, registered under the U.S. 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, subject to certain exceptions, may not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation
S")) and Notes that are in bearer form for U.S. federal income tax purposes are not being offered to U.S.
Holders. The Notes may be offered and sold (i) within the United States to qualified institutional buyers
("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A"), that are also qualified
purchasers ("QPs"), as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act") in reliance on the exemption from registration provided by
Rule 144A (the "Rule 144A Notes") and (ii) to non-U.S. persons in offshore transactions in reliance on
Regulation S (the "Regulation S Notes"). The issuer has not been and will not be registered under the
Investment Company Act. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes
may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions, see "Subscription and Sale" and "Transfer
Restrictions".
NEITHER THE PROGRAMME NOR THE NOTES HAVE BEEN APPROVED OR
DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC"),
ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S.
REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF ANY OFFERING OF NOTES OR THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENCE IN THE UNITED STATES.
Neither this 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 or any Guarantor that any
recipient of this Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient
of this 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 and the Guarantors.
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time under the
Programme will not exceed EUR 241,000,000,000 (and for this purpose, any Notes denominated in another
currency shall be converted into euro at the date of the agreement to issue such Notes based on an exchange
rate appearing on the European Central Bank website on the date of the issue of Notes).
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Union, references to "U.S.$", "U.S. dollars" or "dollars" are to United States dollars,
references to "", EUR" or "euro" are to the currency introduced at the start of the third stage of European
economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May
1998 on the introduction of the euro, as amended.
EFSF and/or the Programme have been assigned a rating of AA by S&P Global Ratings Europe Limited
("S&P"), Aa1 by Moody's Deutschland GmbH ("Moody's") and AA by Fitch France S.A.S. ("Fitch") A
credit rating is not a recommendation to buy, sell or hold the Notes and may be suspended, revised or
withdrawn at any time.
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 action
may not 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

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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 Stabilising Manager(s) (or persons
acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes issued other than by the auction process 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 such determination;
however, a distributor subject to Directive 2014/65/EU on markets in financial instruments ("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.
The Issuer is exempt from MiFID II and does not constitute a manufacturer or a distributor under the
product governance rules set out in EU Delegated Directive 2017/593. The Issuer is therefore not subject
to the responsibilities conferred on manufacturers or distributors therein.
BENCHMARKS REGULATION
Amounts payable under the Floating Rate Notes may be calculated by reference to one or more
"benchmarks" for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). In such
case, the relevant Final Terms shall include a statement as to whether or not the relevant administrator of
the "benchmark" appears on the register of administrators established and maintained by ESMA pursuant
to Article 36 of the Benchmarks Regulation.
DOCUMENTS INCORPORATED BY REFERENCE
All amendments and supplements to this Prospectus prepared by the Issuer from time to time shall be
deemed to be incorporated in, and to form part of, this Prospectus, provided, however, that any statement
contained in this Prospectus or in any of the documents incorporated by reference in, and forming part of,
this Prospectus shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent
that a statement contained in any document subsequently incorporated by reference modifies or supersedes
such statement.
The Issuer will, at its offices, provide, free of charge, upon written request, a copy of this Prospectus and
any document incorporated by reference in this Prospectus. Written or oral requests for such documents
should be directed to the offices of the Issuer.
This Prospectus and any documents incorporated by reference to this Prospectus will be made available on
the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer
(https://www.esm.europa.eu/investors/efsf/legal-documents
and
https://www.esm.europa.eu/efsf-
governance/annual-accounts respectively). Each document published separately indicates where the other
constituent documents of this Prospectus may be obtained.
The information on the website of the Issuer does not form part of this Prospectus (unless that information
is incorporated by reference into this Prospectus).
SUPPLEMENTS TO THE PROSPECTUS
Every significant new factor, material mistake or inaccuracy relating to the information included in this
Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted between
the date of this Prospectus and trading on the regulated market in question begins, shall be mentioned in a
supplement to this Prospectus. Such a supplement shall be published in accordance with at least the same
arrangements as were applied when this Prospectus was published.

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CONTENTS

Page
SUMMARY ................................................................................................................................................. 2
INVESTMENT CONSIDERATIONS ......................................................................................................... 7
AUCTION PROCESS ................................................................................................................................ 12
FORMS OF THE NOTES .......................................................................................................................... 13
DEEDS OF GUARANTEE ........................................................................................................................ 18
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 34
FORM OF FINAL TERMS ........................................................................................................................ 52
DESCRIPTION OF THE ISSUER............................................................................................................. 63
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 71
TAXATION ............................................................................................................................................... 72
SUBSCRIPTION AND SALE ................................................................................................................... 84
TRANSFER RESTRICTIONS .................................................................................................................. 87
USE OF PROCEEDS ................................................................................................................................. 91
GENERAL INFORMATION .................................................................................................................... 92

- 1 -

SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Notes should be based on a consideration of the Prospectus as a whole, including any information
incorporated by reference.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in
this Prospectus have the same meanings in this summary.
Issuer:
European Financial Stability Facility, a société anonyme
incorporated in the Grand Duchy of Luxembourg with its
registered office at 6a, Circuit de la Foire Internationale, L-1347
Luxembourg, Grand Duchy of Luxembourg and registered with
the Register of Commerce and Companies of Luxembourg (R.C.S.
Luxembourg) under number B153414.
Guarantors:
The Member States of the European Union whose currency is the
euro (the "euro-area Member States"), other than the Hellenic
Republic, Ireland, the Portuguese Republic, the Republic of
Cyprus or any euro-area Member State which becomes a
Stepping-Out Guarantor (as defined in "Deeds of Guarantee"
below) in respect of any issue of Notes after the date on which it
becomes a Stepping-Out Guarantor on a several basis pursuant to
a guarantee the terms of which are set out in "Deeds of Guarantee"
below, provided that a Stepping-Out Guarantor may guarantee any
issue of Notes after the date on which it becomes a Stepping-In
Guarantor (as defined in "Deeds of Guarantee" below).
Under the Deeds of Guarantee each Guarantor guarantees on a
several basis the due and punctual payment of up to 165 % (the
"Over-Guarantee Percentage") of its Guarantee Contribution
Key % (as defined in "Deeds of Guarantee" below) of all sums
expressed to be payable from time to time by the Issuer under the
Trust Deed or in respect of the Notes. The Guarantors, their
respective Guarantee Contribution Key % and the Over-Guarantee
Percentage applicable in respect of each issue of Notes (the
"Applicable Over-Guarantee Percentage") will be specified in
the Final Terms for such issue of Notes because the identity of the
Guarantors, the Applicable Over-Guarantee Percentage and their
respective Guarantee Contribution Key % may be adjusted over
time to take into account, for example, Stepping-Out Guarantors
(as defined in "Deeds of Guarantee" below), Stepping-In
Guarantors (as defined in "Deeds of Guarantee" below) or new
Member States which adhere to the European Financial Stability
Facility.
The Deeds of Guarantee were issued pursuant to the terms of a
framework agreement (the "Framework Agreement") entered
into between the Issuer and the euro-area Member States. Under
the Framework Agreement, EFSF may also request the euro-area
Member States to issue guarantees for other purposes which are
closely-linked to an issue of Funding Instruments and which
facilitates the obtaining and maintenance of a high quality rating
for Funding Instruments issued by EFSF and efficient funding by
EFSF.
No Guarantor shall be required to issue guarantees which would
result in it having a Guarantee Notional Exposure (as described in
the "Description of the Issuer" below) in excess of its aggregate
guarantee commitment as set out on page 66.

- 2 -

The Trust Deed includes limits on the amount of indebtedness
which the Issuer may incur in respect of Notes or Designated
Market Contracts (as described below).
Each of the Guarantors shall also issue a separate deed of
guarantee in similar terms (the "Market Counterparties Deeds
of Guarantee") to the Trustee to guarantee certain obligations of
the Issuer to market counterparties to whom the Issuer has incurred
indebtedness or delivery obligations under market contracts
designated as "Designated Market Contracts" by the Issuer.
Investment Considerations:
Investing in Notes issued under the Programme involves certain
considerations that might affect the abilities of the Issuer and the
Guarantors to fulfil their respective obligations under the Notes as
discussed under "Investment Considerations" below.
Trustee:
Deutsche Trustee Company Limited.
Issuing and Paying Agent:
Deutsche Bundesbank.
Registrar:
Citibank, N.A.
Transfer Agent:
Citibank, N.A.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Method of Distribution:
Notes may be sold (i) by means of the auction process described
on page 12 of this Prospectus, (ii) to one or more Dealers in
accordance with the terms of the Master Dealer Agreement (as
defined below) or (iii) directly to an investor.
Final Terms:
Notes issued under the Programme may be issued pursuant to this
Prospectus and associated Final Terms. The terms and conditions
applicable to any particular Tranche of Notes will be the Terms
and Conditions of the Notes as supplemented, amended and/or
replaced to the extent described in the relevant Final Terms.
Listing and Trading:
Applications have been made for Notes to be admitted to listing
on the official list of the Luxembourg Stock Exchange and to
trading on the Regulated Market of the Luxembourg Stock
Exchange. The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or
quotation by any competent authority, stock exchange and/or
quotation system or to be admitted to listing, trading and/or
quotation by such other or further competent authorities, stock
exchanges and/or quotation systems as may be agreed with the
Issuer, as specified in the relevant Final Terms.
Clearing Systems:
Clearstream, Frankfurt and/or, in relation to any Tranche of Notes,
any other clearing system as may be specified in the relevant Final
Terms.
Programme
Authorised Up to EUR 241,000,000,000 (or its equivalent in other
Amount:
currencies). Any amendment in the Programme Authorised
Amount shall be notified by way of a supplement to the
Prospectus.

The sum of (i) the aggregate principal amount of Notes
outstanding, (ii) the aggregate amount drawn and paid (and not
reimbursed to the Guarantors) in respect of principal under the
Deeds of Guarantee and/or the Market Counterparties Deeds of
Guarantee and (iii) the aggregate of the Maximum Notional

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Liabilities in respect of Designated Market Contracts guaranteed
(and to the extent not drawn and paid) under the Market
Counterparties Deeds of Guarantee (the sums of items (i), (ii) and
(iii) being the "Aggregate Guaranteed Outstandings") shall not
at any time exceed the then applicable Programme Authorised
Amount, including, without limitation, for the purposes of the
Deeds of Guarantee, the Market Counterparties Deeds of
Guarantee and the Programme; and no Notes may be issued if or
to the extent the Aggregate Guaranteed Outstandings exceed or
would exceed the Programme Authorised Amount (all as
determined by the Issuer as of the date of issuance of the relevant
Notes).

For this purpose "Maximum Notional Liability" means with
respect to Designated Market Contracts pertaining to:
(a) loans, treasury instruments including Tagesgeldaufnahme
(short term deposits), Termingeldaufnahme (term deposits),
Schuldschein
(transferrable
loan
certificates),
Namenschuldverschreibungen (registered notes), commercial
paper, the total principal amount drawn and available to be drawn
under such loan or instrument;

(b) (i) sale and repurchase agreements, or reverse sale and
repurchase agreements where the relevant agreement is
denominated in euro and is entered into for a term not exceeding
12 months, the initial purchase price under such agreements, or (ii)
sale and repurchase agreements, reverse sale and repurchase
agreements (other than those agreements specified in (i) above),
the amount designated as such with the unanimous consent of the
Guarantors (or, the Eurogroup Working Group, as relevant); and

(c) derivative transactions, the Maximum Designated Liability.
Maximum
Designated Means the amount designated as such in relation to such category
Liability:
of derivative transactions with the approval of the Guarantors (or,
the Eurogroup Working Group, as relevant) pursuant to Clause
4.4(c) of the Market Counterparties Deeds of Guarantee regarding
the authorisation of EFSF to enter into such category of derivative
transactions.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
price, 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 all be subject to identical terms in all respects
save that a Tranche may comprise Notes of different
denominations.
Forms of Notes:
Notes will be issued in bearer form or in registered form.

Each Tranche of Notes will initially be in the form of one or more
Global Notes deposited with Clearstream, Frankfurt.

Each Tranche of Notes sold solely in reliance on Regulation S will
be represented by a Global Note deposited with Clearstream,
Frankfurt (a "Global Bearer Note"). Upon request, the
Eurosystem will take an independent decision on whether the
Notes meet the eligibility requirements of the Eurosystem for its
monetary policy and intraday credit operations. See the section

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entitled "Forms of the Notes" below. Each such Global Note will
be exchangeable for Definitive Notes in accordance with its terms.
Definitive Notes will, if interest-bearing, have Coupons attached
and, if appropriate, a Talon for further Coupons.

Each Tranche of Notes sold in part to QIBs that are also QPs (a
"Restricted Note") and in part in reliance on Regulation S (an
"Unrestricted Note") will be represented by:

(i) a Global Note deposited with Clearstream, Frankfurt in respect
of Restricted Notes (a "Restricted Global Note"), each such
Restricted Global Note being exchangeable for individual Note
Certificates in registered form ("Restricted Individual Note
Certificates") in accordance with its terms; and
(ii) a Global Note deposited with Clearstream, Frankfurt in respect
of Unrestricted Notes (an "Unrestricted Global Note") each such
Unrestricted Global Note being exchangeable for individual Note
Certificates in registered form ("Unrestricted Individual Note
Certificates") in accordance with its terms, constituting one and
the same Tranche, and will be, whilst in global form, subject to a
book-entry registration agreement entered into between the Issuer
and Clearstream, Frankfurt. Exchanges and transfers of Restricted
Global Notes are permitted subject to the rules and procedures of
Clearstream Frankfurt and to receipt by the Transfer Agent of the
Restricted Global Notes and a transfer certification. See the
section entitled "Forms of the Notes - Exchanges and Transfers of
Restricted Notes within Clearstream, Frankfurt" below.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Status of the Notes:
Notes will be issued on an unsecured, unsubordinated basis and
will constitute direct limited recourse obligations of the Issuer.
Recourse:
To the fullest extent permitted by applicable laws, none of the
Trustee or Noteholders (as defined in the Terms and Conditions of
the Notes) shall be entitled to institute or join or support any other
person in instituting against the Issuer any bankruptcy,
reorganisation, insolvency or liquidation proceedings in any
jurisdiction prior to the date which is two years after the maturity
date of the latest maturing Note issued by the Issuer.

Without prejudice to the obligations of the Guarantors under the
Deeds of Guarantee, the recourse of the Trustee and the
Noteholders against the Issuer in respect of the Notes is limited to
the aggregate of (i) the amounts which the Issuer recovers in
respect of Financial Assistance (as defined in the Deeds of
Guarantee) given to euro-area Member States, (ii) any specific
credit enhancement constituted for the relevant issue of Notes and
(iii) any income derived from the investment of the sums referred
to in sub paragraph (ii) of this paragraph.
Status of the Guarantee:
Notes will be unconditionally and irrevocably guaranteed by the
Guarantors, on a several basis as specified in the Deeds of
Guarantee and the relevant Final Terms.
Issue Price:
Notes may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Final Terms.

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Maturities:
Any maturity, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Redemption:
Notes may be redeemable at par or at such other Redemption
Amount (detailed in a formula, index or otherwise) as may be
specified in the relevant Final Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity to the extent
(if at all) specified in the relevant Final Terms.
Tax Redemption:
Not applicable.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or other variable
rate or be index-linked and the method of calculating interest may
vary between the issue date and the maturity date of the relevant
Series.
Denominations:
Notes will be issued in such denominations as may be specified in
the relevant Final Terms, subject to compliance with all applicable
legal and/or regulatory and/or central bank requirements.
Negative Pledge:
None.
Events of Default:
None.
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of Luxembourg, unless the withholding is
required by law. If any withholding is required by any applicable
law, the Issuer will be under no obligation to gross-up any
payment under the Notes.
Governing Law:
The Notes and the Deeds of Guarantee and any non-contractual
obligations arising out of or in connection with them shall be
governed by English law.
Ratings:
EFSF and/or the Programme have been assigned a rating of AA
by S&P, Aa1 by Moody's and AA by Fitch. A credit rating is not
a recommendation to buy, sell or hold the Notes and may be
suspended, revised or withdrawn at any time.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering material in
the United States of America, the United Kingdom, Luxembourg
and Japan, see "Subscription and Sale" below.

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