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PRS - Euronext launches an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares (“OCEANEs”) for a nominal amount of €425 million

Company: Euronext N.V. Date: 2025-05-22 Language: English Register to download
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**THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

# **Euronext launches an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares ("OCEANEs") for a nominal amount of €425 million**

**Amsterdam, Brussels, Dublin, Lisbon, Milan, Oslo and Paris – 22 May 2025** – Euronext (ISIN Code: NL0006294274) (the **"Company"**), the leading European capital market infrastructure, announces today the launch of an offering of senior unsecured bonds due 2032 convertible into new shares and/or exchangeable for existing shares of the Company ("OCEANEs") (the **"Bonds"**), by way of a placement to qualified investors only (within the meaning of Article 2(e) of the Prospectus Regulation (as defined below)), for a nominal amount of €425 million (the **"Offering"**).

On 17 April 2025, the Company entered into a bridge loan facility with, among others, affiliates of the joint bookrunners appointed in the context of the Offering, to finance the acquisition of Admincontrol. The net proceeds from the Offering will be used by the Company for the repayment of a portion of such bridge financing and general corporate purposes.

## **Main terms of the Bonds**

The Bonds will be issued with a denomination of €100,000 each (the **"Principal Amount"**), will be convertible and/or exchangeable into new and/or existing shares of Euronext (the **"Shares"**) and are expected to pay a fixed coupon at a rate between 1.5% and 2.0% per annum, payable semi-annually in arrear on 30 May and 30 November of each year (or on the following business day if this date is not a business day), and for the first time on 30 November 2025.

The initial conversion price of the Bonds will be set between 30% and 35% above the Company's reference share price on the regulated market of Euronext in Paris (**"Euronext Paris"**[\)](#page-0-0) 1 . The final terms and conditions of the Bonds are expected to be determined following the completion of the bookbuilding process later today, and settlement and delivery of the Bonds is expected to take place on 30 May 2025 (the **"Issue Date"**).

Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 30 May 2032 (or on the following business day if such date is not a business day) (the **"Maturity Date"**).

The Bonds may be redeemed prior to the Maturity Date at the option of the Company, under certain conditions.

In particular, the Bonds may be fully redeemed early at par plus any accrued interest at the Company's option, subject to a prior notice of at least 30 (but not more than 60) calendar days, (i) at any time from 20 June 2030 (inclusive), if the arithmetic average, calculated over a period of 10 consecutive trading days chosen by the Company from among the 20 consecutive trading days preceding the day of the publication of the early redemption notice, of the daily products on each of such 10 consecutive trading days of the volume weighted average price of the Shares on Euronext Paris over the applicable conversion price on each such trading day, exceeds 130%; or (ii) at any time if 80% or more in principal amount of the Bonds issued (which shall, for the avoidance of doubt, include any tap issues of the Bonds) have been converted/exchanged and/or redeemed and/or purchased by the Company and cancelled.

<span id="page-0-0"></span><sup>1</sup> The reference share price will be equal to the volume-weighted average price (VWAP) of the Shares recorded on Euronext Paris from the launch of the Offering today until the determination of the final terms (pricing) of the Bonds on the same day.

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**THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

Bondholders will be granted the right to convert or exchange the Bonds into new and/or existing Shares (the "**Conversion/Exchange Right**") which they may exercise at any time from the 41st day (inclusive) following the Issue Date up to the 7th business day (inclusive) preceding the Maturity Date or, as the case may be, the relevant early redemption date.

The conversion ratio of the Bonds will be set at the Principal Amount divided by the prevailing initial conversion price, subject to standard adjustments, including anti-dilution and dividend protections, as described in the terms and conditions of the Bonds. Upon exercise of their Conversion/Exchange Right, holders of the Bonds will receive at the option of the Company new and/or existing Shares, carrying in all cases all rights attached to existing Shares as from the date of delivery.

Application will be made for the admission of the Bonds to trading on Euronext AccessTM in Paris to occur within 30 calendar days from the Issue Date.

## **Legal framework of the Offering and placement**

The Bonds will be issued by way of a placement to qualified investors only (within the meaning of Regulation (EU) 2017/1129 (as amended, the "**Prospectus Regulation**")) (excluding the United States of America, Australia, Japan, Canada or South Africa), pursuant to the authorization granted by the Company's annual general meeting held on 15 May 2025 (15th and 16th resolution), without an offer to the public (other than to qualified investors) in any country.

Existing shareholders of the Company shall have no preferential subscription rights, and there will be no priority subscription period in connection with the issuance of the Bonds or any underlying new Shares to be issued upon conversion.

## **Intentions of existing shareholders**

The Company is not aware of the intention of any of its main shareholders to participate in the Offering.

## **Lock-up undertaking**

In the context of the Offering, the Company will agree to a lock-up undertaking with respect to its Shares and securities giving access to share capital of the Company for a period starting from the announcement of the final terms of the Bonds and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the joint global coordinators appointed in the context of the Offering.

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**THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

## **Dilution**

For illustrative purposes, considering a nominal amount of €425 million, a reference share price of €145.[0](#page-2-0)<sup>2</sup> and a 32.5% conversion premium corresponding to the mid-point of the marketing range, the potential dilution would represent approximately 2.1% of the Company's outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to deliver new Shares only upon exercise of the Conversion/Exchange Right.

## **Available information**

Neither the offering of the Bonds, nor the admission of the Bonds to trading on Euronext AccessTM is subject to a prospectus approved by the *Stichting Autoriteit Financiële Markten* (AFM) in Netherlands orthe *Autorité des marchés financiers* (AMF) in France. No key information document required by the PRIIPs Regulation or the UK PRIIPs Regulation (as defined below) has been or will be prepared. Detailed information about Company, including its business, results, prospects and the risk factors to which the Company is exposed are described in the Company's universal registration document for the financial year ended 31 December 2024, filed with the AFM on 28 March 2025 and the Company's first quarter 2025 results press release which includes the unaudited financial statements of the Company as at and for the three months ended 31 March 2025, which are all available on the Company's website [\(https://www.euronext.com/en/investor-relations\)](https://www.euronext.com/en/investor-relations).

## **Important information**

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any U.S. person or to any person in the United States, Australia, Japan, Canada or South Africa or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction (other than to qualified investors within the meaning of Article 2(e) of the Prospectus Regulation) or an offer to retail investors as such term is defined below.

<span id="page-2-0"></span><sup>2</sup> i.e. Euronext's share price on Euronext Paris, at close of trading on 21 May 2025

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**THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

# **CONTACTS**

#### **ANALYSTS & INVESTORS – [ir@euronext.com](mailto:ir@euronext.com)**

| Investor Relations             | Aurélie Cohen              |                    |
|--------------------------------|----------------------------|--------------------|
|                                | Judith Stein               | +33 6 15 23 91 97  |
| MEDIA – mediateam@euronext.com |                            |                    |
| Europe                         | Aurélie Cohen              | +33 1 70 48 24 45  |
|                                | Andrea Monzani             | +39 02 72 42 62 13 |
| Belgium                        | Marianne Aalders           | +32 26 20 15 01    |
| France, Corporate              | Flavio Bornancin-Tomasella | +33 1 70 48 24 45  |
| Ireland                        | Catalina Augspach          | +33 6 82 09 99 70  |
| Italy                          | Ester Russom               | +39 02 72 42 67 56 |
| The Netherlands                | Marianne Aalders           | +31 20 721 41 33   |
| Norway                         | Cathrine Lorvik Segerlund  | +47 41 69 59 10    |
| Portugal                       | Sandra Machado             | +351 91 777 68 97  |

#### **About Euronext**

Euronext is the leading European capital market infrastructure, covering the entire capital markets value chain, from listing, trading, clearing, settlement and custody, to solutions for issuers and investors. Euronext runs MTS, one of Europe's leading electronic fixed income trading markets, and Nord Pool, the European power market. Euronext also provides clearing and settlement services through Euronext Clearing and its Euronext Securities CSDs in Denmark, Italy, Norway and Portugal.

As of March 2025, Euronext's regulated exchanges in Belgium, France, Ireland, Italy, the Netherlands, Norway and Portugal host nearly 1,800 listed issuers with €6.3 trillion in market capitalisation, a strong blue-chip franchise and the largest global centre for debt and fund listings. With a diverse domestic and international client base, Euronext handles 25% of European lit equity trading. Its products include equities, FX, ETFs, bonds, derivatives, commodities and indices.

For the latest news, go t[o euronext.com](https://www.euronext.com/en) or follow us o[n X](https://x.com/euronext) an[d LinkedIn.](https://fr.linkedin.com/company/euronext)

#### **Disclaimer**

This press release is for information purposes only: it is not a recommendation to engage in investment activities and is provided "as is", without representation or warranty of any kind. While all reasonable care has been taken to ensure the accuracy of the content, Euronext does not guarantee its accuracy or completeness. Euronext will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. No information set out or referred to in this publication may be regarded as creating any right or obligation. The creation of rights and obligations in respect of financial products that are traded on the exchanges operated by Euronext's subsidiaries shall depend solely on the applicable rules of the market operator. All proprietary rights and interest in or connected with this publication shall vest in Euronext. This press release speaks only as of this date. Euronext refers to Euronext N.V. and its affiliates. Information regarding trademarks and intellectual property rights of Euronext is available at [www.euronext.com/terms-use.](https://www.euronext.com/terms-use) 

© 2025, Euronext N.V. - All rights reserved.

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## **THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

The Euronext Group processes your personal data in order to provide you with information about Euronext (the "Purpose"). With regard to the processing of this personal data, Euronext will comply with its obligations under Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 (General Data Protection Regulation, "GDPR"), and any applicable national laws, rules and regulations implementing the GDPR, as provided in its privacy statement available at[: www.euronext.com/privacy-policy.](https://www.euronext.com/en/privacy-policy) In accordance with the applicable legislation you have rights with regard to the processing of your personal data: for more information on your rights, please refer to[: www.euronext.com/data\\_subjects\\_rights\\_request\\_information.](https://www.euronext.com/data_subjects_rights_request_information) To make a request regarding the processing of your data or to unsubscribe from this press release service, please use our data subject request form a[t connect2.euronext.com/form/data](https://connect2.euronext.com/form/data-subjects-rights-request)[subjects-rights-request](https://connect2.euronext.com/form/data-subjects-rights-request) or email our Data Protection Officer at [dpo@euronext.com.](mailto:dpo@euronext.com)

#### **Disclaimer**

The contents of this announcement have been prepared by and are the sole responsibility of the Company.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is an advertisement and not a prospectus within the meaning of Prospectus Regulation.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Bonds to any U.S. person or to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Bonds and the Shares, if any, to be issued upon exercise of the Conversion/Exercise Right (together, the **"Securities"**) referred to herein may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons unless registered under the US Securities Act of 1933 (the **"Securities Act"**) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

In addition, until 40 days after the commencement of the Offering, an offer or sale of Bonds within the United States by a dealer (whether or not it is participating in the Offering) may violate the registration requirements of the Securities Act.

The offer and sale of Securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Bonds referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Securities in the United States, Australia, Canada, South Africa or Japan or elsewhere.

In member states of the European Economic Area (the **"EEA"**), this announcement and any offer is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (**"Qualified Investors"**). In the United Kingdom this announcement and any offer is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (**"EUWA"**) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the **"Order"**), (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as **"Relevant Persons"**). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's and its group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company, the joint bookrunners appointed in the context of the Offering and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.

Each of the joint bookrunners appointed in the context of the Offering is acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the joint bookrunners appointed in the context of the Offering and any of their affiliates may take up a portion of the Bonds in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Bonds and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references to the Bonds being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the joint bookrunners appointed in the context of the Offering and any of their affiliates acting in such capacity. In addition, the joint bookrunners appointed in the

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## **THIS PRESS RELEASE IS FOR INFORMATION PURPOSE ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER OF THE BONDS (AS DEFINED BELOW) DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC (OTHER THAN TO QUALIFIED INVESTORS) IN ANY JURISDICTION. THE BONDS WILL BE OFFERED ONLY TO QUALIFIED INVESTORS WHICH INCLUDE, FOR THE PURPOSE OF THIS PRESS RELEASE, PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES. THE SECURITIES MAY NOT BE OFFERED OR SOLD OR OTHERWISE MADE AVAILABLE TO RETAIL INVESTORS. NO KEY INFORMATION DOCUMENT UNDER THE EU PRIIPS REGULATION OR THE UK PRIIPS REGULATION HAS BEEN OR WILL BE PREPARED.**

context of the Offering and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the joint bookrunners appointed in the context of the Offering and any of their affiliates may from time to time acquire, hold or dispose of Bonds and/or Shares. The joint bookrunners appointed in the context of the Offering do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the joint bookrunners appointed in the context of the Offering or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Information to Distributors: Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended and supplemented (**"MiFID II"**) and local implementing measures (together, the **"Product Governance Requirements"**), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a **"distributor"**) should take into consideration the manufacturers' target market assessment; however, a distributor (for the purposes of the Product Governance Requirements) is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds.

For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.

PRIIPs Regulation / Prospectus Regulation / Prohibition of sales to EEA and UK retail investors – The Bonds 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 the UK. For these purposes, a **"retail investor"** means (a) in the EEA, 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 or superseded (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 Article 2(e) of the Prospectus Regulation and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 of the UK (the **"FSMA"**) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA or (iii) not a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the **"EU PRIIPs Regulation"**) or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the **"UK PRIIPS Regulation"**) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.