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1.
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Series No.:
Tranche No.:
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900
4
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2.
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Aggregate Principal
Amount:
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INR 2,500,000,000
As from the Issue Date, the Notes
will be consolidated and form a single series with the Series 900
Tranche 1 Notes, the Series 900 Tranche 2 Notes and the Series 900
Tranche 3 Notes.
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3.
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Issue Price:
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INR 2,627,450,819.67, which amount
represents the sum of (a) 100.68 percent of the Aggregate Principal
Amount plus (b) the amount
of INR 110,450,819.67 representing 231 days' accrued interest,
inclusive.
The Issue Price will be payable in
USD in the amount of USD 31,316,457.92 at the agreed rate of 83.90
INR per one USD
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4.
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Issue Date:
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September 12, 2024
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5.
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Form of Notes
(Condition 1(a)):
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Registered only
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6.
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Authorized Denomination(s)
(Condition 1(b)):
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INR 1,000,000 and integral multiples thereof
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7.
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Specified Currency
(Condition 1(d)):
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The lawful currency of the Republic
of India ("Indian Rupee" or "INR"), provided that all payments in respect of the
Notes will be made in United States Dollars ("U.S.$" or "USD").
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8.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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USD
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9.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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USD
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10.
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Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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January 25, 2029; provided that if
the Rate Fixing Date (as defined below) for the scheduled Maturity
Date is postponed due to an Unscheduled Holiday (as defined below),
then the Maturity Date shall be the next following relevant Fixing
Business Day, subject to the provisions in respect of any
Unscheduled Holiday set out below under "Deferral Period for
Unscheduled Holiday".
The Maturity Date is subject to
adjustment in accordance with the Business Day Convention with no
adjustment to the amount of interest otherwise
calculated.
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11.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition 5(I))
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12.
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Interest Commencement Date
(Condition 5(III)):
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January 25, 2024
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13.
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Fixed Interest Rate (Condition
5(I)):
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Condition 5(I) as amended and
supplemented below, shall apply to the Notes.
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(a) Interest Rate:
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7.00 percent per annum
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(b) Fixed Rate Interest
Payment Date(s):
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Annually on each January 25,
commencing on January 25, 2025 and ending on, and including, the
Maturity Date (subject, in each case, to the provisions set forth
in the Fallback Provision).
Each Fixed Rate Interest Payment
Date is subject to the Business Day Convention, but with no
adjustment to the amount of interest otherwise
calculated.
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(c) Interest Period:
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Each period from and including each
Fixed Rate Interest Payment Date to but excluding the next
following Fixed Rate Interest Payment Date, provided that the initial Interest
Period will commence on and include the Interest Commencement Date,
and the final Interest Period will end on but exclude the Maturity
Date.
For the purposes of the calculation
of the Interest Amount payable for any Interest Period, there shall
be no adjustment pursuant to the Business Day Convention specified
below.
As soon as practicable and in accordance with the
procedure specified herein, the Calculation Agent will determine
the Reference Rate (as defined below) and calculate the Interest
Amount with respect to each minimum Authorized Denomination for the
relevant Interest Period.
The Interest Amount with respect to each Interest
Period shall be a USD amount calculated on the relevant Rate Fixing
Date (as defined below) as follows:
INR 70,000 per minimum Authorized Denomination
multiplied by
the Fixed Rate Day Count Fraction
divided by
the Reference Rate
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(and rounding, if necessary, the
entire resulting figure to the nearest two decimal places, with USD
0.005 being rounded upwards).
The "Reference
Rate" means in respect of a Rate Fixing Date, the USD/INR
spot exchange rate for such date expressed as the amount of INR per
one USD, for settlement in two Fixing Business Days, reported by
Financial Benchmarks India, Private Ltd (the "FBIL")
(https:www.fbil.org.in) on such Rate Fixing Date at approximately
1:30 p.m. Mumbai time, or as soon as practicable
thereafter. If the
Reference Rate does not
appear on the FBIL's website (https:www.fbil.org.in) or on any successor page on the Rate
Fixing Date, then the Reference Rate shall be determined by the Calculation Agent in accordance with the
Fallback Provision.
"Rate Fixing
Date" means the Scheduled Rate Fixing Date.
"Scheduled Rate
Fixing Date" means the date which is five Fixing Business
Days prior to each Interest Payment Date or the Maturity Date, or
such other date on which an amount in respect of the Notes is due
and payable, as the case may be. If any Scheduled Rate Fixing
Date is an Unscheduled Holiday (as defined below), the relevant
Rate Fixing Date shall be the next following relevant Fixing
Business Day, subject to the provisions in respect of any
Unscheduled Holiday set out below under "Deferral Period for
Unscheduled Holiday".
"Fixing Business
Day" means a day (other than a Saturday or a Sunday) on
which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in Mumbai.
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"Unscheduled Holiday" means a day that is not a Fixing
Business Day and the market was not aware of such fact (by means of
a public announcement or by reference to other publicly available
information) until a time later than 9:00 a.m. local time in
Mumbai, two Fixing Business Days prior to the relevant Rate Fixing
Date.
Adjustments to
Interest Payment Date and Maturity Date:
If a Scheduled Rate Fixing Date is adjusted in
accordance with the Business Day Convention, then the Interest
Payment Date or Maturity Date relating to such Scheduled Rate
Fixing Date shall be as soon as practicable, but in no event later
than two (2) Relevant Business Days after the date on which the
Reference Rate for such Interest Payment Date or Maturity Date is
determined.
If any Interest Payment Date or Maturity Date is
adjusted in accordance with the preceding sentence, then such
adjustment (and the corresponding payment obligations to be made on
such dates) shall apply only to such Interest Payment Date or
Maturity Date and no further adjustment shall apply to the amount
of interest or principal payable.
In no event shall an adjustment of
any Interest Payment Date or Maturity Date in accordance with the
preceding paragraphs result in such Interest Payment Date or
Maturity Date falling prior to the date on which such Interest
Payment Date or Maturity Date was originally due to fall or any
further interest or other additional payment in respect of any such
adjustment.
Fallback
Provision:
If the Reference Rate does not appear on the
FBIL's website (https:www.fbil.org.in) or
on any successor page on the Rate Fixing Date, then the Reference
Rate for such Rate Fixing Date shall be
determined by the Calculation Agent by requesting quotations for
the mid USD/INR spot foreign exchange rate from five Reference
Banks as selected by the Calculation Agent at or about 1:30 p.m.
Mumbai time on either (i) the first day (other than a Saturday or a
Sunday) following the Rate Fixing Date, if such day is a Relevant
Business Day, or (ii) if the first day (other than a Saturday or a
Sunday) following the Rate Fixing Date is not a Relevant Business
Day, the Rate Fixing Date.
If five or four quotations are
provided as requested, the Reference
Rate will be the arithmetic mean (rounded
to the nearest whole Indian Rupee, 0.5 being rounded upwards) of
the remaining three or two such quotations, as the case may be, for
such rate provided by the Reference Banks, after disregarding the
highest such quotation and the lowest such quotation (provided
that, if two or more such quotations are the highest such
quotations, then only one of such quotations shall be disregarded,
and if one or more such quotations are the lowest quotations, then
only one of such lowest quotations will be disregarded).
If only three or two such quotations
are provided as requested, the Reference
Rate shall be determined as described above
except that the highest and lowest quotations will not be
disregarded.
If only one or no such quotations
are provided as requested, or if the Calculation Agent determines
in its sole discretion that no suitable Reference Banks active in
the USD/INR currency or foreign exchange markets will provide
quotes, the Calculation Agent shall be entitled to calculate
the Reference Rate acting in good faith and in a commercially reasonable manner,
having taken into account relevant market practice, by reference to
such additional sources as it deems appropriate; and in such case
the Calculation Agent shall notify the Issuer and the Global Agent
as soon as reasonably practicable that the Reference Rate is to be so
determined.
Where:
"Calculation
Agent" means Citibank N.A. or its duly appointed
successor.
"Deferral Period
for Unscheduled Holiday" means that in the event any
Scheduled Rate Fixing Date is postponed due to the occurrence of an
Unscheduled Holiday, and if the Rate Fixing Date in respect thereof
has not occurred on or before the 14th calendar day after the
Scheduled Rate Fixing Date (any such period being a "Deferral Period"), then the next day after the Deferral
Period that would have been a Fixing Business Day but for the
Unscheduled Holiday, shall be deemed to be the Rate Fixing
Date.
"Reference
Banks" means leading dealers, banks or banking corporations
which regularly deal in the INR/USD exchange market, as selected by
the Calculation Agent in its sole discretion, acting in good faith
and in a commercially reasonable manner
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(c) Business Day
Convention:
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Following Business Day
Convention
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(d) Fixed Rate Day Count
Fraction(s):
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Actual/Actual (ICMA)
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14.
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Relevant Financial
Center:
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London, Mumbai and New
York
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15.
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Relevant Business Day:
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London, Mumbai and New
York
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16.
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Redemption Amount (Condition
6(a)):
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The Redemption Amount with respect to each minimum
Authorized Denomination will be a USD amount calculated by the
Calculation Agent on the Rate Fixing Date with respect to the
Maturity Date as follows:
minimum Authorized Denomination
divided
by
the Reference Rate
(and rounding, if necessary, the entire resulting
figure to the nearest 2 decimal places, with USD 0.005 being
rounded upwards).
If payment of the Redemption Amount occurs later than
on the scheduled Maturity Date in the event of any postponement
described herein, no accrued interest shall be payable in respect
of such period of postponement following the scheduled Maturity
Date.
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17.
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Issuer's Optional Redemption
(Condition 6(e)):
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No
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18.
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Redemption at the Option of the Noteholders (Condition
6(f)):
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No
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19.
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Early Redemption Amount (including accrued interest,
if applicable) (Condition 9):
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In the event the Notes become due
and payable as provided in Condition 9 (Default), the Early Redemption Amount
with respect to each minimum Authorized Denomination will be a USD
amount equal to the Redemption Amount that is determined
in
accordance with "16. Redemption
Amount (Condition 6(a))" plus accrued and unpaid interest, if any,
as determined in accordance with "13. Fixed Interest Rate
(Condition 5(I))"; provided that for purposes of such
determination, the "Rate Fixing Date" shall be the date that is
five (5) Fixing Business Days prior to the date upon which the
Notes become due and payable as provided in Condition 9
(Default).
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20.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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Application has been made for the
Notes to be admitted to the Official List of the United Kingdom
Listing Authority and to trading on the London Stock Exchange plc's
UK Regulated Market with effect from the Issue Date.
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Euroclear Bank SA/NV and/or Clearstream
Banking, S.A.
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3.
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Syndicated:
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No
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4.
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Commissions and
Concessions:
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No commissions or concessions are
payable in respect of the Notes. An affiliate of the Dealer has
arranged a swap with the Bank in connection with this transaction
and will receive amounts thereunder that may comprise
compensation.
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5.
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Estimated Total Expense:
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The Dealer has agreed to pay for all
material expenses related to the issuance of the Notes, except the
Issuer will pay for the London Stock Exchange listing fees, if
applicable.
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6.
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Codes:
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(a) Common Code:
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274953993
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(b) ISIN:
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XS2749539933
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7.
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Identity of Dealer:
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Citigroup Global Markets Limited
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8.
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Provision for Registered
Notes:
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(a) Individual Definitive
Registered Notes Available on Issue Date:
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No
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(b) DTC Global
Note(s):
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No
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(c) Other Registered Global
Notes:
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Yes, issued in accordance with the
Amended and Restated Global Agency Agreement, dated as of July 28,
2020, between the Bank, Citibank, N.A., London Branch as Global
Agent, and the other parties thereto.
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9.
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Intended to be held in a manner
which would allow Eurosystem eligibility:
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Not Applicable
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10.
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Selling Restrictions
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(a) United States:
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Under the provisions of Section 11(a)
of the Inter-American Development Bank Act, the Notes are exempted
securities within the meaning of Section 3(a)(2) of the U.S.
Securities Act of 1933, as amended, and Section 3(a)(12) of the
U.S. Securities Exchange Act of 1934, as amended.
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(b) United Kingdom:
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The Dealer represents and agrees that
(a) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) received by it in connection with the issue or sale of the
Notes in circumstances in which Section 21(1) of the FSMA does not
apply to the Bank, and (b) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by
it in relation to such Notes in, from or otherwise involving the
UK.
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(c) India:
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The distribution of this Pricing Supplement and the
offering and sale of the Notes in India is restricted by law.
Persons into whose possession this Pricing Supplement comes are
required to inform themselves about and to observe any such
restrictions. This Pricing Supplement does not constitute,
and may not be used for or in connection with, an offer or
solicitation by anyone in India. No person in India (resident or
otherwise) or any person regulated in India by any Indian
government or any governmental agency or department,
semi-governmental or judicial entity or authority including without
limitation, any stock exchange or any self regulatory organisation
established under statute or applicable law in India (such as
foreign institutional investors registered with the Securities and
Exchange Board of India), are, directly or indirectly, eligible to
buy, sell or deal in the Notes and
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shall not be eligible to participate in this offering
or directly or indirectly derive any ownership, economic or other
benefits from or in such Notes.
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(d) Singapore:
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In the case of the Notes being
offered into Singapore in a primary or subsequent distribution, and
solely for the purposes of its obligations pursuant to Section 309B
of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA"), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A of
the SFA) that the Notes are "prescribed capital markets products"
(as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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(e) General:
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No action has been or will be taken
by the Issuer that would permit a public offering of the Notes, or
possession or distribution of any offering material relating to the
Notes in any jurisdiction where action for that purpose is
required. Accordingly, the Dealer agrees that it will observe
all applicable provisions of law in each jurisdiction in or from
which it may offer or sell Notes or distribute any offering
material.
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