PPM

Version 1 - Released and Dated 14th November 2022

A signed PDF or hard copy of this PPM may be obtained by submitting a written request to the Manager of the Management Company at its registered office as defined herein.

Arranger: FRICTIONLESS MARKETS Sàrl

Registered office at 2C, Parc d’activités L-8308 Capellen

The date of the Private Placement Memorandum is 14th of November 2022

FRICTIONLESS MARKETS SECURITIES Note Programme

Up to 2.000.000.000,00 EUR (two billion euros per programme, outstanding)

General Notice

FRICTIONLESS MARKETS SECURITIES is a securitisation undertaking organised as a securitisation fund (the “Securitisation Fund” or the “Issuer”) represented and managed by its management company named FRICTIONLESS MARKETS (société de gestion de fonds de titrisation) organised within the meaning of the Law relating to securitisation of 22nd March 2004 (Loi du 22 mars 2004 relative à la titrisation), as amended (the "Securitisation Law"), registered with the Luxembourg Business Register under the reference O46.

The Issuer may from time to time issue notes (the "Notes") in series (each a "Series") eventually divided into tranches (the “Tranches”) under its FRICTIONLESS MARKETS SECURITIES Note Programme (the "Programme") described in this Private Placement Memorandum (the "Private Placement Memorandum").

The Notes may be denominated in any currency determined by the Issuer as specified in the relevant Final Terms (each a "Final Terms") setting out in respect of each issue the terms of that Series.

Each Final Terms shall incorporate by reference all of the information set out in this Private Placement Memorandum. The management regulations of the Securitisation Fund (the “General Management Regulations“) have been registered in the Luxembourg Register of Commerce and Companies under the number O46.

The Management Company, FRICTIONLESS MARKETS Sàrl is a société à responsibilité limitée, a limited liability company incorporated under the Law concerning commercial companies of 10th August 1915 (la Loi du 10 août 1915 concernant les sociétés commerciales), as amended (the "Commercial Companies Law 1915"), organised as a securitisation management company (société de gestion de fonds de titrisation) within the meaning of the Law relating to securitisations of 22nd March 2004 (Loi du 22 mars 2004 relative à la titrisation), as amended (the "Securitisation Law"), registered in the Luxembourg Register of Commerce and Companies under number B272278.

The Issuer may act for and on behalf of one or several compartments of the Securitisation Fund (the “Compartment").

The aggregate nominal amount of Notes outstanding will not at any time exceed 2.000.000.000,00 EUR (or its equivalent in other currencies subject to increase as described herein).

This document (the "Private Placement Memorandum") has been prepared with regard to the Issuer's Note Programme for the issuance of a Series of Notes eventually divided into tranches (the “Tranches”) and is not subject to any (prior) approval by the Commission de Surveillance du Secteur Financier, Luxembourg (the "CSSF") nor any other regulator.

For the sake of clarity, this Private Placement Memorandum is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") as the prospective investors to which the Notes will be issued are only professional investors and not retail investors; therefore it may not be used for an offering requiring such prospectus, and the Issuer will not be responsible for the content of this document in relation to any offering which requires such a prospectus.

However, this Private Placement Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law of 16 July 2019 on prospectuses for securities (the “Prospectus Law”).

The Issuer has not authorised, nor does the Issuer authorise, the making of any offer of the Notes in circumstances in which an obligation arises for it to publish a prospectus for such offer in any jurisdiction.

Limited recourse

Under the Securitisation Law and the articles of association (statuts) of the Issuer may create one or more compartments (each, a "Compartment"), each corresponding to a distinct part of the Securitisation Company’s assets and liabilities, such that the assets of a Compartment (the “Underlying Assets") are exclusively available to satisfy the rights of the investors and creditors of that Compartment and that recourse of a Compartment's investors and creditors is, by law, limited to that Compartment's Underlying Assets.

Each Series of Notes will be issued by a separate Compartment (that is, by the Issuer acting in respect of and on account of such Compartment) and the proceeds from such issue will be used by the relevant Compartment to purchase or otherwise acquire assets and/or to pay for or enter into any ancillary transaction (and to pay expenses), it being understood that the relevant Compartment may from time to time issue further Notes on the same terms as existing Notes and such further Notes shall then be consolidated and form a single Series with such existing Notes.

The Notes are limited recourse in nature (in addition to each Series of Notes being issued by a separate Compartment of the Issuer) and no assets of the Issuer other than the relevant Compartment's assets will be available to meet any shortfall.

The Notes will be obligations solely of the Issuer (ie of the relevant Compartment of the Issuer) and will not be guaranteed by, or be the responsibility of, any other entity nor the Management Company or any other Compartment of the Issuer.

Listing and admission to trading

The Notes will not be offered to the public but certain Series of Notes may be listed and admitted to trading, as the case may be, on the Euro MTF market operated by the Luxembourg Stock Exchange and the Issuer may also issue the relevant Note(s) subject to the prior submission to, filing with and approval by the Luxembourg Stock Exchange of the final terms and conditions of such Series (the "Final Terms").

Application may be made to the Luxembourg Stock Exchange for the approval of this Private Placement Memorandum and any other required supplements (as the case may be) for the purposes of Part IV of the Prospectuses Law.

Application may also be made to the Luxembourg Stock Exchange for some Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market (the “Euro MTF”).

References in this Private Placement Memorandum to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted on the Official List of the Luxembourg Stock Exchange and to trading on the professional segment of the Euro MTF market. The Euro MTF is not a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, “MiFID II”).

In case the terms and conditions of the Notes to be admitted to trading on the Euro MTF differ from the terms and conditions detailed here, a drawdown prospectus shall be prepared and submitted to the Luxembourg Stock Exchange for its further review and approval before any such admission to trading.

The Issuer may issue Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market. However, unlisted Notes and Notes to be listed, traded or quoted on or by any other competent authority, stock exchange or quotation system may be issued under the Programme as well.

Form of Notes – NGN - Clearing

The Notes of each Series may be issued in registered form or bearer form. When the Notes are issued in bearer form (“Bearer Notes”), they will be represented on an issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note”) (collectively, the “Global Notes”).

If the Global Notes are stated in the relevant Final Term to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Series/Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”).

International bearer global form debt securities will have to be issued in NGN form to be eligible as collateral for Eurosystem intra-day credit and monetary policy.

Notes in registered form (“Registered Notes”) will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder's entire holding of Notes in the registered form of one Series.

Certificates representing Registered Notes that are held in one or more clearing systems are referred to as global certificates (“Global Certificates”). If a Global Certificate is held under the New Safekeeping Structure (the “NSS”) the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.

Global notes which are not issued in NGN form (“Classic Global Notes” or “CGN”) and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant Series/Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”).

The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in section 20 of the Conditions under “Provisions Relating to the Notes while in Global Form”.

Specific provisions will be set out in the relevant Final Terms in those cases where a Series of Notes is intended to be cleared through any clearing system other than Euroclear Bank SA/NV and Clearstream Banking S.A. or delivered outside a clearing system.

Risk Factors

Investing in Notes issued under the Programme involves certain risks.

The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are set out in the Section related to the “RISK FACTORS”.

For the avoidance of doubt, this Private Placement Memorandum does not describe all of the risks of an investment in the Notes.

US Security Act of 1933

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements.

The Notes may not be offered, held, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons, as defined in Regulation S under the U.S. Securities Act, except in certain transactions exempt from the registration requirements of such Act and applicable state securities laws.

United Kingdom Investors

This Private Placement Memorandum may only be communicated to persons in the United Kingdom by a person who is not authorised under the Financial Services and Markets Act 2000 (FSMA) only if it is directed solely at persons who

(i) have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”); or

(ii) are high net worth companies, trusts or unincorporated associations falling within Article 49(2)(a) to (d) of the FPO; or

(iii) are persons to whom this Private Placement Memorandum may otherwise be lawfully communicated; such persons being collectively, “Relevant Persons”.

Readers of this Private Placement Memorandum acknowledge and understand that Notes shall not be offered, sold or otherwise made available to and should not be relied upon by United Kingdom persons who are not Relevant Persons.