Important Notices

Version 1 - Released and Dated 14th November 2022

Important Notices

The Issuer accepts responsibility for the information contained in this document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Private Placement Memorandum is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Each Series of Notes will be issued on the terms and conditions set out in the Section related to the TERMS AND CONDITIONS OF THE NOTES (the "Conditions"), as amended and/or supplemented by the “Final Terms” specific to such Series.

This Private Placement Memorandum must be read and construed, by the holders of the Notes (the "Noteholders") and others alike, together with any amendments or supplements hereto and with any information incorporated by reference herein and must be read and construed together with the relevant Final Terms.

Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.

In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Private Placement Memorandum or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for varying economic, interest rate related and other factors that may affect its investment and its ability to bear the applicable risks.

The investment activities of certain investors are subject to legal investment laws and regulations or review or regulation by certain authorities.

Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it,

(2) the Notes can be used as collateral for various types of borrowing and

(3) other restrictions apply to its purchase or pledge of the Notes.

Professional Investors should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

The Issuer has confirmed that this Private Placement Memorandum contains all information which is material (in the context of the Programme, the issue, offering and sale of the Notes); that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Private Placement Memorandum does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Private Placement Memorandum or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer.

Neither the delivery of this Private Placement Memorandum or any Final Terms nor the offering, sale or delivery of any Note shall create any implication that the information contained in this Private Placement Memorandum is true subsequent to the date hereof (or the date upon which this Private Placement Memorandum has been most recently amended or supplemented) or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof (or the date upon which this Private Placement Memorandum has been most recently amended or supplemented) or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied (or, if different, the date indicated in the document containing the same).

The Issuer does not represent that this Private Placement Memorandum may be lawfully distributed, or that any of the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.

Accordingly, persons into whose possession this Private Placement Memorandum or any of the Notes come must inform themselves about, and observe, any such restrictions.

In particular, no action has been taken by the Issuer which would permit a public offering of any of the Notes or distribution of this Private Placement Memorandum in any jurisdiction outside of the European Union and the European Economic Area where action for that purpose is required.

Accordingly, none of the Notes may be offered or sold, directly or indirectly, and neither this Private Placement Memorandum nor any Final Terms, advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Neither this Private Placement Memorandum nor any Final Terms nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer that any recipient of this Private Placement Memorandum or any other information supplied in connection with the Programme or any Notes should subscribe for or purchase any Notes.

Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.

Neither this Private Placement Memorandum nor any Final Terms nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation to any person to subscribe for or to purchase any Notes.

The delivery of this Private Placement Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other financial statements or any further information supplied pursuant to the terms of the Programme or any of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. Where information has been sourced from a third party, the Issuer has identified the sources of such information, has accurately reproduced them and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Notes issued by the Issuer under the Programme may be listed or admitted to trading, as the case may be, on any stock exchange or market.

The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market and such Notes may be offered to the public.

However, this Private Placement Memorandum has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes.

Accordingly, any person making or intending to make an offer in a Member State of the EEA of Securities which are the subject of a placement contemplated in this Private Placement Memorandum may only do so in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.

The Issuer has not authorised, nor does it authorise, any offer of Notes which would require the Issuer or any other entity to publish or supplement a prospectus in respect of such offer.

An investor intending to acquire any Notes will do so, and offers and sales of the Notes to such an investor by any person will be made, in accordance with any terms and other arrangements in place between the relevant investor and their counterparty, including as to price, allocations and settlement arrangements.

In principle, the Issuer will not be a party to any such arrangements with investors and, accordingly, this Private Placement Memorandum does not (and any Final Terms will not) contain any information as to such arrangements for the acquisition, offer or sale of the Notes and an investor must obtain such information from his counterparty.

This Private Placement Memorandum has not been prepared on the basis that the Notes may be offered to the public in any Member State of the European Union and/or the European Economic Area. This Private Placement Memorandum will be published on the website (the “Website”) created for and on behalf of the Issuer (www.frictionless.markets).

Copies of this Private Placement Memorandum can also be obtained (by prior appointment and during standard business hours) at the registered office of the Issuer and - if any appointed - the office of the Paying Agent (the "Paying Agent") at the address given at the end of this Private Placement Memorandum.

Neither the Security Trustee (as defined in the Section related to the OVERVIEW OF THE PROGRAMME) nor the Paying Agent, any calculation agent appointed or any custodian appointed (together, the "Agents") nor any of their respective directors, affiliates, advisers or agents has made an independent verification of the information contained in this Private Placement Memorandum in connection with the issue or offering of Notes and no representation or warranty, express or implied, is made by the Security Trustee, the Agents or any of their respective directors, employees, affiliates, advisers or agents with respect to the accuracy or completeness of such information.

Nothing contained in this Private Placement Memorandum is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Security Trustee, the Agents or any of their respective directors, employees, affiliates, advisers or agents in any respect.

All references in this document to "€", "euros" and "EUR", are to the lawful currency of the Member States of the European Union that have adopted or adopted the single currency in accordance with the Treaty establishing the European Community, as amended, and all references to "£", "pounds", "pounds sterling" and "GBP" are to the lawful currency of the United Kingdom and to "$", "US$", "dollars", "U.S. dollars" and "USD" are to the lawful currency of the United States of America. This list of currencies is not meant to be exhaustive.

The Issuer may issue Notes in any currency available as long as they are eligible under rules set out by the Clearing Systems.

The currency of issuance will be indicated in the Final Terms.

When the Notes will have to be issued in NGN form to be eligible as collateral for Eurosystem intra-day credit and monetary policy the Notes will mandatorily be denominated in Euro.