Common use of CONTRACTUAL TERMS Clause in Contracts

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]

Appears in 4 contracts

Sources: Euro Medium Term Note Programme, Euro Medium Term Note Programme, Euro Medium Term Note Programme

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ [⚫] 2021 [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which [together] constitute[s] a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the UK Prospectus Directive Regulation and must be read in conjunction with the ProspectusProspectus [, as supplemented]] in order to obtain all the relevant information. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [, as supplemented●][and the supplemental prospectus[es] dated [●] and [●]]. The Copies of the Prospectus [and the supplementssupplemental prospectus[es]] to it] [has / have] been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander/about-investor- relations/santander-uk/investor-relations.] covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ ] [●][and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which are incorporated by reference in the Prospectus dated [ ][⚫] 2021. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus Directive Regulation"), and must be read in conjunction with the Prospectus dated [ [⚫] 2021 [and the supplement[s] to it dated [ as supplemented]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the UK Prospectus DirectiveRegulation. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus dated [ [●] [and the supplement[s] to it dated [ ]as supplemented]. Copies of such Information Memoranda and the Prospectus [and the supplementssupplemental prospectus[es]] to [it] [them] have been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander/about-investor- relations/santander-uk/investor-relationscovered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent.]

Appears in 2 contracts

Sources: Supplemental Agency Agreement, Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]

Appears in 2 contracts

Sources: Euro Medium Term Note Programme, Euro Medium Term Note Programme

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus prospectus supplement dated [ ] [(the “prospectus supplement”) and the supplement[saccompanying prospectus dated [·] to it dated [ ]] which [(together] constitute[s] , the “Prospectus”). The prospectus supplement constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms and the Prospectus[, as supplemented]. The Prospectus [and is available for viewing at the supplements] to it] [has / have] been published on Head Office of the website Issuer, Minerals & Energy Centre, ▇▇ ▇▇▇▇ ▇▇▇▇://▇▇▇., Brisbane, Queensland 4000, Australia, and copies may be obtained from the listing agent, Deutsche Bank Luxembourg S.A., ▇ ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg. The pricing supplement will be published on the Luxembourg Stock Exchange’s website. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandumprospectus supplement dated [original date] dated [ ] [and the supplement[saccompanying prospectus dated [·] to it dated [ ]] which are incorporated by reference in (together, the Prospectus dated [ ]“Prospectus”). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus prospectus supplement dated [ ] [and the supplement[s] to it dated [ ·]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus DirectiveDirective (Directive 2003/71/EC) (the “Prospectus Directive”)(hereinafter, the “Base Prospectus”), save in respect of the Terms and Conditions which are extracted from the Prospectus and are attached hereto. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms, the prospectus supplement and the Prospectus. Copies of the prospectus supplement and the Prospectus dated [ ] [and are available for viewing at the supplement[s] to it dated [ ]]. Copies Head Office of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website Issuer, Minerals & Energy Centre, ▇▇ ▇▇▇▇ ▇▇▇▇://▇▇▇., Brisbane, Queensland 4000, Australia, and copies may be obtained from the listing agent, Deutsche Bank Luxembourg S.A., ▇ ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg. (i) Issuer: Queensland Treasury Corporation (ii) Guarantor: The Treasurer on behalf of the Government of Queensland 2. Benchmark line: [·] (e.g., 2005, 2007, 2009, etc) (to be consolidated and form a single series with QTC [·]% Global A$ Bonds due [·],[·], ISIN [·]) 3. Specific Currency or Currencies: AUD (“A$”) (i) Issue price: [ ]% (ii) Dealers’ fees and commissions paid by Issuer: [No fee or commission is payable in respect of the issue of the bond(s) described in this Pricing Supplement. Instead, QTC pays fees and commissions in accordance with the procedure described in the QTC Offshore and Onshore Fixed Interest Distribution Group Operational Guidelines.][Specify] 5. Specified Denominations: A$1,000 (i) Issue Date: [ ] (ii) Record Date (date on and from which security is Ex-santander-uk/investor-relations.interest): [specify date] (iii) Interest Payment Dates: [specify date]

Appears in 2 contracts

Sources: Distribution Agreement (Queensland Treasury Corp), Distribution Agreement (Queensland Treasury Corp)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (of the “Conditions”) Notes set forth in the Prospectus dated [ ] 11 September 2015 [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveDirective (as defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website of the London Stock Exchange at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk/about▇▇▇▇▇▇▇▇/news/market-santandernews/market-uk/investornews-relations.] home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in and extracted from the Prospectus/[Information MemorandumProspectus/Offering Circular dated [original date] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]11 September 2015. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated [ ] 11 September 2015, including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have has been published on the website of the London Stock Exchange at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk/about▇▇▇▇▇▇▇▇/news/market-santandernews/market-uknews-home.html.] The expression “Prospectus Directive” means Directive 2003/71/investorEC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure (for the purpose of the Prospectus, [the Terms and Conditions of the Notes set forth in the Prospectus]/[the Conditions] and these Final Terms) in the relevant Member State. [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-relationsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes will be consolidated and form a single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ]

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ [•] 2024 [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which [together] constitute[s] a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the UK Prospectus Directive Regulation and must be read in conjunction with the ProspectusProspectus [, as supplemented]] in order to obtain all the relevant information. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [, as supplemented●][and the supplemental prospectus[es] dated [●] and [●]]. The Copies of the Prospectus [and the supplementssupplemental prospectus[es]] to it] [has / have] been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander/about-investor- relations/santander-uk/investor-relations.] covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ [●] [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which are incorporated by reference in the Prospectus dated [ ][•] 2024. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus Directive Regulation"), and must be read in conjunction with the Prospectus dated [ [•] 2024 [and the supplement[s] to it dated [ as supplemented]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the UK Prospectus DirectiveRegulation. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus dated [ [●] 2024 [and the supplement[s] to it dated [ ]as supplemented]. Copies of such Information Memoranda and the Prospectus [and the supplementssupplemental prospectus[es]] to [it] [them] have been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-/about- santander-uk/investor-relations/santander-uk-covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent.]

Appears in 1 contract

Sources: Supplemental Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (of the “Conditions”) Notes set forth in the Prospectus dated [ ] 14 September 2018 [and the supplement[s] to it dated [ [date] [and [date]]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveDirective (as defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website of the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk▇/exchange/aboutnews/market-santandernews/market-uk/investornews-relations.] home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in and extracted from the Prospectus/[Information MemorandumProspectus/Offering Circular dated [original date] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]14 September 2018. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated [ ] 14 September 2018, including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [ [date] [and [date]]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]has been

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (of the “Conditions”) Notes set forth in the Prospectus dated [ ] 9 September 2016 [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveDirective (as defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website of the London Stock Exchange at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk/about▇▇▇▇▇▇▇▇/news/market-santandernews/market-uk/investornews-relations.] home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in and extracted from the Prospectus/[Information MemorandumProspectus/Offering Circular dated [original date] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]9 September 2016. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated [ ] 9 September 2016, including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have has been published on the website of the London Stock Exchange at h▇▇▇▇://://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk/about▇▇▇▇▇▇▇▇/news/market-santandernews/market-uknews-home.html.] The expression “Prospectus Directive” means Directive 2003/71/investorEC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure (for the purpose of the Prospectus, [the Terms and Conditions of the Notes set forth in the Prospectus]/[the Conditions] and these Final Terms) in the relevant Member State. [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-relationsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes will be consolidated and form a single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from, and including, [insert date] to, but excluding, [insert date] (if applicable)] (i) Specified Denominations: [ ] [[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].] (ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 23 February 2024 [as supplemented by the Prospectus Supplement[s] dated [ ]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus [as so supplemented], including documents incorporated by reference. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. [A summary is annexed to these Final Terms.] The Prospectus [and the Prospectus Supplement[s] [is][are] available for viewing on the Nestlé Group’s investor relations website, which can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/investors/bonds/investorbonds/debt-issuance-program-documents and [is][are] available on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇.▇▇▇ [Please insert the following item in the case of Notes to be admitted to trading and listed on the SIX Swiss Exchange: and/or on the website of the SIX Swiss Exchange]. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in, and extracted from, the Prospectus dated [[19 May 2017]/[6 June 2019]/[29 May 2020]/[28 May 2021]/[30 May 2022]/[30 May 2023]] and which are incorporated by reference in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive23 February 2024. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the Prospectus dated [ ] 23 February 2024 [and the supplement[sProspectus Supplement[s] to it dated [ ]] ], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on Regulation, including the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and Conditions which are extracted from the Prospectus dated [ 1 For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. [[19 May 2017]/[6 June 2019]/[29 May 2020]/[28 May 2021]/[30 May 2022]/[30 May 2023]] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]and

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ ] August 1, 2014 [and the supplement[s] supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of Directive 2003/71/EC, as amended (the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive”). This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published all documents incorporated by reference therein are available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk▇/exchange/aboutnews/market- news/market-santandernews-uk/investor-relationshome.html under the name Royal Bank of Canada and the headline “Publication of Prospectus” and copies may be obtained from the offices of the Issuer, Royal Bank Plaza, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ M5J 2J5, and the offices of the Issuing and Paying Agent, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ ] [and the supplement[s] to it dated [ ]original date] which are incorporated by reference in the Prospectus dated [ ]August 1, 2014. This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive Directive”) and must be read in conjunction with the Prospectus dated [ ] August 1, 2014 [and the supplement[s] supplements to it dated [ ]] ], which [together] constitute[s] a base prospectus (the “Prospectus”) for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus dated [ ] [and all documents incorporated by reference therein are available for viewing and copies may be obtained from the supplement[s] to it dated [ ]]. Copies offices of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website Issuer, Royal Bank Plaza, ▇▇▇ ▇▇▇ ▇▇▇▇://▇▇, ▇▇▇ ▇▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations▇, ▇▇▇▇▇▇ M5J 2J5, and the offices of the Issuing and Paying Agent, One Canada Square, London E14 5AL, England.]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 23 February 2024 [as supplemented by the Prospectus Supplement[s] dated [●]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus [as so supplemented], including documents incorporated by reference. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the Prospectus Supplement[s]] [is][are] available for viewing on the Nestlé Group’s investor relations website, which can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/investors/bonds/investorbonds/debt-issuance-program- documents and [is][are] available on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇.▇▇▇ [Please insert the following item in the case of Notes to be admitted to trading and listed on the SIX Swiss Exchange: and/or on the website of the SIX Swiss Exchange]. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in, and extracted from, the Prospectus dated [[19 May 2017]/[6 June 2019]/[29 May 2020]/[28 May 2021]/[30 May 2022]/[30 May 2023]] and which are incorporated by reference in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive23 February 2024. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the Prospectus dated [ ] 23 February 2024 [and the supplement[sProspectus Supplement[s] to it dated [ ]] ], which [together] constitute[s] a base prospectus for the purposes of the Prospectus DirectiveRegulation, including the Conditions which are extracted from the Prospectus dated [[19 May 2017]/[6 June 2019]/[29 May 2020]/[28 May 2021]/[30 May 2022]/[30 May 2023]] and incorporated by reference in the Prospectus dated 23 February 2024. Full information on the Issuer Issuer, the Guarantor and the offer 2 For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] 23 February 2024 [and the supplement[sProspectus Supplement[s] to it dated [ ]]. Copies of such Information Memoranda and the Prospectus [and the supplements] to [itProspectus Supplement[s]] [themis][are] have been published available for viewing on the website Nestlé Group’s investor relations website, which can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/investors/bonds/investorbonds/debt-issuance-program-documents and [is][are] available on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇.▇▇/uk/about-santander-uk/investor-relations.▇ [Please insert the following item in the case of Notes to be admitted to trading and listed on the SIX Swiss Exchange: and/or on the website of the SIX Swiss Exchange]]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ [⚫] 2020 [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the ProspectusProspectus [, as supplemented]] in order to obtain all the relevant information. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [, as supplemented●][and the supplemental prospectus[es] dated [●] and [●]]. The Copies of the Prospectus [and the supplementssupplemental prospectus[es]] to it] [has / have] been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about/about-santander-uk/investor-relations.] /santander-uk-covered-bonds and are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ ] [●][and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which are incorporated by reference in the Prospectus dated [ ][⚫] 2020. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"), and must be read in conjunction with the Prospectus dated [ [⚫] 2020 [and the supplement[s] to it dated [ as supplemented]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus DirectiveRegulation. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus dated [ [●] [and the supplement[s] to it dated [ ]as supplemented]. Copies of such Information Memoranda and the Prospectus [and the supplementssupplemental prospectus[es]] to [it] [them] have been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about/about-santander-uk/investor-relations/santander-uk-covered- bonds and are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents.] (a) Issuer: Santander UK plc (b) Guarantor: Abbey Covered Bonds LLP (a) Series Number: [●] (b) Tranche Number: [●] (c) Series which Covered Bonds will be consolidated and form a single Series with: (d) Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above: [●]/[Not Applicable] [●]/[Issue Date]/[Not Applicable]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ [⚫] 2022 [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which [together] constitute[s] a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the UK Prospectus Directive Regulation and must be read in conjunction with the ProspectusProspectus [, as supplemented]] in order to obtain all the relevant information. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [, as supplemented●][and the supplemental prospectus[es] dated [●] and [●]]. The Copies of the Prospectus [and the supplementssupplemental prospectus[es]] to it] [has / have] been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander/about-investor- relations/santander-uk/investor-relations.] covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ [●] [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which are incorporated by reference in the Prospectus dated [ ][⚫] 2022. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus Directive Regulation"), and must be read in conjunction with the Prospectus dated [ [⚫] 2022 [and the supplement[s] to it dated [ as supplemented]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the UK Prospectus DirectiveRegulation. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus dated [ [●] [and the supplement[s] to it dated [ ]as supplemented]. Copies of such Information Memoranda and the Prospectus [and the supplementssupplemental prospectus[es]] to [it] [them] have been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander/about-investor- relations/santander-uk/investor-relationscovered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent.]

Appears in 1 contract

Sources: Supplemental Agency Agreement

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 30 May 2022 [as supplemented by the Prospectus Supplement[s] dated [ ]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus [as so supplemented], including documents incorporated by reference. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. [A summary is annexed to these Final Terms.] The Prospectus [and the Prospectus Supplement[s] [is][are] available for viewing on the Nestlé Group’s investor relations website, which can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/investors/bonds/investorbonds/debt-issuance-program-documents and [is][are] available on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇▇.▇▇ [Please insert the following item in the case of Notes to be admitted to trading and listed on the SIX Swiss Exchange: and/or on the website of the SIX Swiss Exchange]. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in, and extracted from, the Prospectus dated [28 May 2021/29 May 2020/6 June 2019/19 May 2017/23 May 2016/29 May 2015/21 May 2014/23 May 2013/10 May 2012] and which are incorporated by reference in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive30 May 2022. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the Prospectus dated [ ] 30 May 2022 [and the supplement[sProspectus Supplement[s] to it dated [ ]] ], which [together] constitute[s] a base prospectus for the purposes of the Prospectus DirectiveRegulation, including the Conditions which are extracted from the Prospectus dated [28 May 2021/29 May 2020/6 June 2019/19 May 2017/23 May 2016/29 May 1 For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. 2015/21 May 2014/23 May 2013/10 May 2012] and incorporated by reference in the Prospectus dated 30 May 2022. Full information on the Issuer Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] 30 May 2022 [and the supplement[sProspectus Supplement[s] to it dated [ ]]. [A summary is annexed to these Final Terms.] Copies of such Information Memoranda and the Prospectus [and the supplements] to [itProspectus Supplement[s]] [themis][are] have been published available for viewing on the website Nestlé Group’s investor relations website, which can be found at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/investors/bonds/investorbonds/debt-issuance-program-documents and [is][are] available on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the Prospectus[, as supplemented]. Full information on , in order to obtain all the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]relevant information. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] (which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on Regulation) in order to obtain all the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]relevant information. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-santander- uk/investor-relations.]

Appears in 1 contract

Sources: Euro Medium Term Note Programme

CONTRACTUAL TERMS. Any person making or intending to make an offer of the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer, any Arranger or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. None of the Issuer, the Guarantor, any Arranger or any Dealer has authorised, nor do they authorise, the making of any offer of Covered Bonds in any other circumstances. This document constitutes the Pricing Supplement of the Covered Bonds described herein. This document must be read in conjunction with the Prospectus dated 30 June 2022 [and the supplements to it dated [ ]] which [together] constitute[s] a base prospectus (the “Prospectus”). Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of this Pricing Supplement and the Prospectus. The Prospectus and all documents incorporated by reference therein are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/investor-relations/ir- homepage/debt-information/legislative-covered-bonds/LCBdocuments.jsp, and may be obtained from the offices of the Issuer at 21st Floor, TD Bank Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 1A2, Canada and at the office of the Issuing and Paying Agent, Citibank, N.A., acting through its London Branch, Citigroup Centre ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus prospectus dated [ [original date] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] supplements to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]Prospectus. This document constitutes the Final Terms [Include whichever of the Notes described herein following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub- paragraphs. Italics denote guidance for completing the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relationsPricing Supplement.]

Appears in 1 contract

Sources: Dealership Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (of the “Conditions”) Notes set forth in the Prospectus dated [ ] 8 September 2017 [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveDirective (as defined below). This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive – remove for unlisted Notes] and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website of the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk▇/exchange/aboutnews/market-santandernews/market-uk/investornews-relations.] home.html. [The following alternative language applies if the first Tranche of an issue which is being increased was issued under a Prospectus or Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in and extracted from the Prospectus/[Information MemorandumProspectus/Offering Circular dated [original date] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]8 September 2017. This document constitutes the Final Terms of the Notes [described herein for the purposes of Article 5.4 of the Prospectus Directive (as defined below) – remove for unlisted Notes] and must be read in conjunction with the Prospectus dated [ ] 8 September 2017, including the Conditions which are incorporated by reference in it [and the supplement[s] to it dated [ [date] [and [date]], including all documents incorporated by reference ([the Prospectus as so supplemented,] the “Prospectus”) which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have has been published on the website of the London Stock Exchange at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇/uk▇/exchange/aboutnews/market-santandernews/market-uknews-home.html.] The expression “Prospectus Directive” means Directive 2003/71/investorEC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure (for the purpose of the Prospectus, [the Terms and Conditions of the Notes set forth in the Prospectus]/[the Conditions] and these Final Terms) in the relevant Member State. [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs (in which case the sub-relationsparagraphs of the paragraphs which are not applicable can be deleted). Italics denote guidance for completing the Final Terms.] (i) Issuer: [ ] (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Uridashi Notes: [Applicable]/[Not Applicable] [(iv)] Date on which the Notes will be consolidated and form a single Series: [Not Applicable]/[The Notes shall be consolidated and form a single Series and be interchangeable for trading purposes with the [insert description of the Series] on [insert date/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 25 below [which is expected to occur on or about [insert date]].] 3. Specified Currency: [ ] 4. Aggregate Nominal Amount: [ ] [(i)] Series: [ ] [(ii)] Tranche: [ ] 5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus [ ] days’ accrued interest in respect of the period from, and including, [insert date] to, but excluding, [insert date] (if applicable)] (i) Specified Denominations: [ ] [[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].] (ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.

Appears in 1 contract

Sources: Agency Agreement (Toyota Motor Credit Corp)

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus prospectus supplement dated [ ] [(the “prospectus supplement”) and the supplement[saccompanying prospectus dated [·] to it dated [ ]] which [(together] constitute[s] , the “Prospectus”). The prospectus supplement constitutes a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms and the Prospectus[, as supplemented]. The Prospectus [and is available for viewing at the supplements] to it] [has / have] been published on Head Office of the website Issuer, Minerals & Energy Centre, ▇▇ ▇▇▇▇ ▇▇▇▇://▇▇▇., Brisbane, Queensland 4000, Australia, and copies may be obtained from the listing agent, Deutsche Bank Luxembourg S.A., ▇ ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg. The pricing supplement will be published on the Luxembourg Stock Exchange’s website. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandumprospectus supplement dated [original date] dated [ ] [and the supplement[saccompanying prospectus dated [·] to it dated [ ]] which are incorporated by reference in (together, the Prospectus dated [ ]“Prospectus”). This document constitutes the Final Terms final terms of the Notes bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus prospectus supplement dated [ ] [and the supplement[s] to it dated [ ·]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the Prospectus DirectiveDirective (Directive 2003/71/EC) (the “Prospectus Directive”)(hereinafter, the “Base Prospectus”), save in respect of the Terms and Conditions which are extracted from the Prospectus and are attached hereto. Full information on the Issuer and the offer of the Notes bonds is only available on the basis of the combination of these Final Terms final terms, the prospectus supplement and the Prospectus. Copies of the prospectus supplement and the Prospectus dated [ ] [and are available for viewing at the supplement[s] to it dated [ ]]. Copies Head Office of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website Issuer, Minerals & Energy Centre, ▇▇ ▇▇▇▇ ▇▇▇▇://▇▇▇., Brisbane, Queensland 4000, Australia, and copies may be obtained from the listing agent, Deutsche Bank Luxembourg S.A., ▇ ▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk▇▇ ▇▇▇▇▇▇▇▇, L-1115 Luxembourg. (i) Issuer: Queensland Treasury Corporation (ii) Guarantor: The Treasurer on behalf of the Government of Queensland 2. Benchmark line: [·] (e.g., 2005, 2007, 2009, etc) (to be consolidated and form a single series with QTC [·]% Global A$ Bonds due [·],[·], ISIN [·]) 3. Specific Currency or Currencies: AUD (“A$”) (i) Issue price: [ ]% (ii) Dealers’ fees and commissions paid by Issuer: [No fee or commission is payable in respect of the issue of the bond(s) described in this Pricing Supplement. Instead, QTC pays fees and commissions in accordance with the procedure described in the QTC Offshore and Onshore Fixed Interest Distribution Group Operational Guidelines.][Specify] 5. Specified Denominations: A$1,000 (i) Issue Date: [ ] (ii) Record Date (date on and from which security is Ex-interest): [specify date] (iii) Interest Payment Dates: [specify date] 7. Maturity Date: [specify date] 8. Interest Basis: [ ] per cent Fixed Rate 9. Redemption/aboutPayment Basis: Redemption at par 10. Change of Interest Basis or Redemption/Payment Basis: Not Applicable [unless otherwise specified in the applicable Prospectus supplement] (i) Status of the Bonds: Senior and rank pari passu with other senior, unsecured debt obligations of QTC (ii) Status of the Guarantee: Senior and ranks pari passu with all its other unsecured obligations 12. Method of distribution: [Syndicated/Non-santandersyndicated] 13. Fixed Rate Note Provisions Applicable (i) Rate(s) of Interest: [ ] percent per annum [payable [annually/semi-ukannually/investor-relations.quarterly] in arrears] (ii) Interest Payment Date(s): [specify date] in each year up to and including the Maturity Date (NB: This will need to be amended in the case of long or short coupons) (iii) Fixed Coupon Amount(s): A$[ ] per A$1,000 in nominal amount (iv) Determination Date(s): [specify date] in each year [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (v) Other terms relating to the method of calculating interest for Fixed Rate Bonds: None 14. Final Redemption Amount: A$1,000 per bond of A$1,000 Specified Denomination 15. Early Redemption Amount(s) payable on redemption for taxation reasons or on event of default and/or the method of calculating the same: Not Applicable 16. Form of Bonds: Permanent Global Note not exchangeable for Definitive Bonds 17. Additional Financial Centre(s) or other special provisions relating to Payment Dates: Not Applicable 18. Talons for future Coupons or Receipts to be attached to Definitive Bonds (and dates on which such Talons mature): No 19. Other terms or special conditions: Not Applicable (When adding any other final terms consideration should be given as to whether such terms constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive) 20. (i) If syndicated, names and addresses of Managers and underwriting commitments: [Not Applicable/give names and addresses and underwriting commitments] (Extra information will be required if the Managers and underwriters are not the same or if the placing is “best efforts”)

Appears in 1 contract

Sources: Distribution Agreement (Queensland Treasury Corp)

CONTRACTUAL TERMS. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 29 May 2020 [as supplemented by the Prospectus Supplement[s] dated [●]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Prospectus [as so supplemented], including documents incorporated by reference. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. [A summary is annexed to these Final Terms.] The Prospectus [and the Prospectus Supplement[s] [is][are] available for viewing on the Nestlé Group’s investor relations website, which can be found at ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ and [is][are] available on the website of the London Stock Exchange plc at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇.▇▇▇▇ and/or on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇▇.▇▇ [Please insert the following item in the case of Notes to be admitted to trading and listed on the SIX Swiss Exchange: and/or on the website of the SIX Swiss Exchange]. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in, and extracted from, the Prospectus dated [6 June 2019/19 May 2017/23 May 2016/ 29 May 2015/21 May 2014/23 May 2013/10 May 2012] and which are incorporated by reference in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive29 May 2020. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive Regulation and must be read in conjunction with the ProspectusProspectus dated 29 May 2020 [and the Prospectus Supplement[s] dated [●]], as supplemented]which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation, including the Conditions which are extracted from the Prospectus dated [6 June 2019/19 May 2017/23 May 2016/29 May 2015/21 May 2014/23 May 2013/10 May 2012] and incorporated by reference in the Prospectus dated 29 May 2020. Full information on the Issuer Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus1 For any Notes to be offered to Singapore investors, the Issuer to consider whether it needs to re-classify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. Prospectus dated 29 May 2020 [, as supplementedand the Prospectus Supplement[s] dated [●]]. The [A summary is annexed to these Final Terms.] Copies of the Prospectus [and the supplements] to itProspectus Supplement[s]] [has / haveis][are] been published available for viewing on the website Nestlé Group’s investor relations website, which can be found at ▇▇▇.▇▇▇▇://▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇ and [is][are] available on the website of the London Stock Exchange plc at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇/▇▇▇▇▇▇-▇▇▇▇-▇▇▇▇.▇▇/uk/about-santander-uk/investor-relations▇▇ and/or on the website of the Luxembourg Stock Exchange at ▇▇▇.▇▇▇▇▇▇.▇▇.]

Appears in 1 contract

Sources: Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ [•] 2025 [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which [together] constitute[s] a base prospectus (the "Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. DirectiveRegulation"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the UK Prospectus Directive Regulation and must be read in conjunction with the Prospectus[, as supplemented]Prospectus in order to obtain all the relevant information. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the ProspectusProspectus dated [, as supplemented]. The Prospectus ●] 2025 [and the supplementssupplemental prospectus[es] to itdated [●] and [has / have] been published on ●]]. Copies of the website Prospectus are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about/about-santander-uk/investor-relations.] /santander-uk-covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the Prospectus/[Information Memorandum] prospectus dated [ [●] [and the supplement[ssupplemental prospectus[es] to it dated [ [●] and [●]] which are incorporated by reference in the Prospectus dated [ ][•] 2025. This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus Directive Regulation"), and must be read in conjunction with the Prospectus dated [ [•] 2025 [and the supplement[s] to it dated [ as supplemented]] , which [together] constitute[s] constitutes a base prospectus for the purposes of the UK Prospectus DirectiveRegulation. Full information on the Issuer and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus dated [ [●] 2025 [and the supplement[s] to it dated [ ]as supplemented]. Copies of such Information Memoranda and the Prospectus [and the supplementssupplemental prospectus[es]] to [it] [them] have been published on the website are available for viewing at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-/about- santander-uk/investor-relations/santander-uk-covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent.]

Appears in 1 contract

Sources: Supplemental Agency Agreement

CONTRACTUAL TERMS. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus 1 This date reference should not be included in Final Terms for offers concluded on or after 1 January 2018. Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus[, as supplemented]. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus[, as supplemented]. The Prospectus [and the supplements] to it] [has / have] been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.] [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus/[Information Memorandum] dated [ ] [and the supplement[s] to it dated [ ]] which are incorporated by reference in the Prospectus dated [ ]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus dated [ ] [and the supplement[s] to it dated [ ]] which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus dated [ ] [and the supplement[s] to it dated [ ]]. Copies of such Information Memoranda and Prospectus [and the supplements] to [it] [them] have been published on the website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇.▇▇/uk/about-santander-uk/investor-relations.]

Appears in 1 contract

Sources: Euro Medium Term Note Programme