1. Definitons of Note Programme

1. Definitons of Note Programme

The Issuer will issue at the charge of each Compartment a specific Series of Notes which can be issued in different categories of Tranches as specified in the Final Terms.

The following summary is qualified in its entirety by the remainder of this Private Placement Memorandum and the Final Terms relating to a Series of Notes. Words and expressions defined or used in the Section related to the TERMS AND CONDITIONS OF THE NOTES shall have the same meanings herein.

Arranger: FRICTIONLESS MARKETS SARL Board of Managers: The board of managers of the Management Company and in the case of one member, the sole manager

Business Day: A day on which banks are open for business and settlement in Luxembourg(excluding Saturdays, Sundays and public holidays);

Calculation Agent: A calculation agent may be appointed in connection with a Series of Notes if required by the Issuer to perform calculations on interest rates or valuation or otherwise. Any such calculation agent will be specified in the applicable Final Terms.

Clearing Systems: Euroclear and Clearstream, Luxembourg or any other clearing system

Clearstream: Clearstream Banking, S.A. 42 Avenue JF Kennedy L-1855 Luxembourg, Grand Duchy of Luxembourg.

Company Law: The Luxembourg law of 10 August 1915 on commercial companies, as amended;

Compartment: One of the segregated fiduciary portfolios of the Securitisation Fund at the charge of which the Notes are issued by the Issuer.

CRS Law: The law of 18 December 2015 on the automatic exchange of financial account information in the field of taxation, and any other law completing, amending or replacing the said law of 18 December 2015

CSSF: The Commission de Surveillance du Secteur Financier, the Luxembourg financial supervisory authority;

Currency: Euro or any other currency or commodity as otherwise specified in the applicable Final Terms, subject to compliance with any applicable laws and regulations. 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.

Custodian (if appointed): If appointed in the relevant Final Terms, the Issuer will enter into a custody agreement with the Custodian (the "Custody Agreement") in order to govern the appointment of such custodian on any Underlying Assets or Series of Notes where it is requested to act. The Custody Agreement shall, on any Series of Notes on which it is appointed as custodian, act as a separate agreement governing the appointment of such custodian. The Issuer may appoint any other custodian named in the applicable Final Terms in relation to a specific Series of Notes.

Denomination: Notes will be by default in denominations of minimum EUR 100.000,00 (one hundred thousand euros), unless otherwise specified in the applicable Final Terms.

Description: FRICTIONLESS MARKETS SECURITIES Note Programme.

Euroclear: Euroclear Bank S.A., 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium.

ESG: Means Environmental, Social and Governance. Euro

MTF: The professional segment of the Euro MTF operated by the Luxembourg Stock Exchange.

Fixed Rate Notes: Notes identified as "Fixed Rate Notes" in the applicable Final Terms will bear interest payable in arrears on the date or dates in each year specified in such Final Terms.

Floating Rate Notes: Notes identified as "Floating Rate Notes" in the applicable Final Terms will bear interest as specified in such Final Terms and as determined by a Calculation Agent appointed in respect of such Notes in respect of each Interest Period.

Form of Notes: Notes may be issued in bearer form or in registered form. Registered Notes will not be exchangeable for Bearer Notes and vice versa Each Series/Tranche of Bearer Notes will be represented on issue by a Temporary Global Note if

(i) definitive Notes are to be made available to Noteholders following the expiry of 40 days after their issue date or

(ii) such Notes have an initial maturity of more than one year and are being issued in compliance with the TEFRA D Rules (as defined in the “Selling Restrictions” below), otherwise such Tranche will be represented by a Permanent Global Note. Registered Notes will be represented by Certificates, one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series.

Further Issues: Unless otherwise provided in the applicable Final Terms, the Issuer may from time to time issue further Notes of any Series on the same terms as existing Notes and such further Notes shall be consolidated and form a single series with such existing Notes of the same Series. In relation to any secured Series of Notes, any such further notes shall only form a single Series with the Notes (unless otherwise sanctioned by an Extraordinary Resolution) if the Issuer provides additional assets (as security for such further notes) which are fungible with, and have the same proportionate composition as, those forming part of the Secured Property for the Notes and in the same proportion as the proportion that the nominal amount of such new notes bears to the Notes.

Governing Law of Notes: The Laws as applicable in GD Luxembourg, unless otherwise specified in the applicable Final Terms.

Index: An asset allocation or a basket of assets or securities to be provided by an Index Provider and replicated by the Issuer as such within one or several Compartments. The description of the method of construction or replication of the Index will be specified in the applicable Final Terms.

Index Provider: A third party providing the composition or allocation of any index to be replicated by the Issuer within one or several Compartments. Any such Index Provider will be specified in the applicable Final Terms.

Initial Delivery of Notes: On or before the issue date for each Series/Tranche, if the relevant Global Note is a NGN or the relevant Global Certificate is held under NSS, the Global Note or Global Certificate (as applicable) will be delivered to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. On or before the issue date for each Series/Tranche, if the relevant Global Note is a CGN or the relevant Global Certificate is not held under the NSS, the Global Note representing Bearer Notes or the Global Certificate representing Registered Notes may be deposited with a common depositary for Euroclear and Clearstream, Luxembourg or any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer. Registered Notes that are to be credited to one or more clearing systems on issue will be held in Euroclear and Clearstream, Luxembourg or a common depositary on their behalf.

Interest Periods and Interest Rates: The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. All such information will be set out in the applicable Final Terms.

Investment Advisor (if appointed): As described in the relevant Final Terms, the Issuer will enter into an investment advisory services agreement with the Investment Advisor (the "Investment Advisory Agreement") in order to govern the appointment of such Investment Advisor in respect of any Series of Notes where it is requested to provide investment advisory services in relation with the Underlying Assets held by the respective Compartment. The Investment Advisor, on any Series of Notes on which it is appointed as Investment Advisor, acts as a separate agreement governing the appointment of such Investment.

Issuance Documentation: the Private Placement Memorandum together with the Final Terms, the Global Note (and the Subscription Form if the Notes are not issued in the clearing system).

Issue Price: Notes may be issued at their principal amount or at a discount or premium to their nominal amount. Partly paid Notes may be issued, the issue price of which will be payable in two or more instalments as indicated in the relevant Final Terms.

Issuer: FRICTIONLESS MARKETS SECURITIES, Securitisation Fund represented and managed by FRICTIONLESS MARKETS, société à responsabilité limitée registered with Luxembourg Register of Commerce and Companies with number B272278 and with the registered address at 2C, Parc d’Activités, L-8308 Capellen, Grand Duchy of Luxembourg, acting for and on behalf of any of its Compartment(s).

Jurisdiction: The tribunals and courts of Luxembourg City. Leverage: Any Compartment may be leveraged and/or acquire its assets on margin if so specified in the Final Terms assuming that the amount borrowed by the Securitisation Fund should be ancillary in comparison with the aggregate value of the securitisation transaction.

Legal Identity Identifier (LEI): 213800PVGXAUM7KDT872 https://search.gleif.org/#/record/213800PVGXAUM7KDT872

Listing: Application can be made to the Luxembourg Stock Exchange for certain Series of Notes issued under the Programme to be admitted to the Official List and trading on its multilateral trading facility, or on any other stock exchange specified in the applicable Final Terms. No assurance can be given that such a listing can be obtained and/or maintained. Unlisted Notes may also be issued.

Mandatory Redemption: Unless otherwise specified in the applicable Final Terms, not applicable. Management Company: The management company of the Securitisation Fund Manager(s): Means the member(s) of the board of managers of the Management Company

Maturity Date: In relation to a Series of Notes, means the date of maturity of the Notes in such Series as specified in the applicable Final Terms.

Method of Issue: The Notes will be issued on a syndicated or non-syndicated basis and will be in Series. The Notes in each Series will have one or more issue dates and be on terms otherwise identical (or identical other than in respect of the first payment of interest) and will be intended to be interchangeable with all other Notes of that Series.

Negative Pledge/Restrictions: The Issuer will not grant or permit to subsist any security interest upon the whole or any part of its assets having priority over and ranking ahead of any security interest described in the Section related to the TERMS AND CONDITIONS OF THE NOTES (other than any lien or other security interest arising by operation of law or in the ordinary course of business and not as a result of any default or omission by the Issuer and excluding liens for taxes that are overdue and uncontested).

Non-Fungible Asset: Any Underlying Asset which is not fungible ie which cannot be replaced by an asset which is exactly identical.

Optional Redemption: The Final Terms of each Series of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer and/or the Noteholders (either in whole or in part) and, if so, the terms applicable to such early redemption.

Other Secured Parties: If so specified in the applicable Final Terms, persons other than the Security Trustee may be entitled to the benefit of the security for a Series of Notes. The priority of each person entitled to the benefit of such security will be as specified in the applicable Final Terms.

Paying Agent (if appointed): If appointed in the relevant Final Terms. The Issuer will enter into an agency agreement with the Paying Agent (the "Agency Agreement") in order to govern the appointment of such Paying Agent on any Series of Notes where it is requested to act. The Paying Agent shall, on any Series of Notes on which it is appointed as paying agent, act as a separate agreement governing the appointment of such Agent.

Portfolio Manager (if appointed): Means a service provider appointed by the Management Company to actively manage all or part of the Underlying Assets during a Securitisation Transaction as described in the relevant Final Terms.

Private Placement Memorandum: (PPM) Or PPM means all the terms and conditions applicable to all the Series of Notes.

Professional Client: Any professional client within the meaning of Annex II of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014.

Prohibited Persons: Such individual or legal entities which are to be determined at the sole discretion of the Management Company as not being eligible to invest in the Series of Notes or to remain a Noteholder in the Issuer and for which the Management Company may require the withdrawal in the circumstances and within the conditions set out in this Private Placement Memorandum.

Rating: Series or Tranches of Notes will be rated or unrated. Where a Series/Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms and will not necessarily be the same as the ratings assigned to the Programme. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension and withdrawal at any time by the relevant rating organisation.

Optional Redemption: The Final Terms of each Series of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer and/or the Noteholders (either in whole or in part) and, if so, the terms applicable to such early redemption.

Other Secured Parties: If so specified in the applicable Final Terms, persons other than the Security Trustee may be entitled to the benefit of the security for a Series of Notes. The priority of each person entitled to the benefit of such security will be as specified in the applicable Final Terms.

Paying Agent (if appointed): If appointed in the relevant Final Terms. The Issuer will enter into an agency agreement with the Paying Agent (the "Agency Agreement") in order to govern the appointment of such Paying Agent on any Series of Notes where it is requested to act. The Paying Agent shall, on any Series of Notes on which it is appointed as paying agent, act as a separate agreement governing the appointment of such Agent.

Portfolio Manager (if appointed): Means a service provider appointed by the Management Company to actively manage all or part of the Underlying Assets during a Securitisation Transaction as described in the relevant Final Terms.

Private Placement Memorandum: (PPM) Or PPM means all the terms and conditions applicable to all the Series of Notes.

Professional Client: Any professional client within the meaning of Annex II of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014. Prohibited Persons: Means such individual or legal entities which are to be determined at the sole discretion of the Management Company as not being eligible to invest in the Series of Notes or to remain a Noteholder in the Issuer and for which the Management Company may require the withdrawal in the circumstances and within the conditions set out in this Private Placement Memorandum.

Rating: Series or Tranches of Notes will be rated or unrated. Where a Series/Tranche of Notes is to be rated, such rating will be specified in the relevant Final Terms and will not necessarily be the same as the ratings assigned to the Programme. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension and withdrawal at any time by the relevant rating organisation.

RBO Law: The Luxembourg law of 13 January 2019 creating a register of beneficial owners.

Redemption Amount: Each Note will be redeemed at its Redemption Amount, which unless otherwise specified in the applicable Final Terms, is its outstanding principal amount together with accrued interest on the Maturity Date specified in such Final Terms.

Risk Factors: Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Company in fulfilling: The Luxembourg law of 13 January 2019 creating a register of beneficial owners;

Redemption Amount: Each Note will be redeemed at its Redemption Amount, which unless otherwise specified in the applicable Final Terms, is its outstanding principal amount together with accrued interest on the Maturity Date specified in such Final Terms.

Risk Factors: Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Company in fulfilling its obligations in respect of the Notes are discussed under the section “Risk Factors” below.

Securitisation Law: Yhe Law on securitisation dated 22nd of March 2004 as amended Security Trustee (to be appointed on a secured Series of Notes only): If appointed in the relevant Final Terms. The Issuer will enter into a security agreement with the security trustee (the "Security Agreement") in order to govern the appointment of such security trustee on any secured Series of Notes where it is requested to act. The Security Agreement shall, on any Series of Notes on which it is appointed as security trustee, constitute a separate agreement governing the appointment of such security trustee. The Issuer may appoint any other security trustee named in the applicable Final Terms in relation to a specific Series of Notes. The Noteholders shall be deemed to have notice of and bound by all the provisions of the Security Agreement.

Selling and Transfer Restrictions: See the specific Section “Subscription and Sale” below which is applicable to all Notes unless otherwise specified in the applicable Final Terms.

Size: 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). The aggregate nominal amount per Series of Notes will be determined by the Management Company of the Issuer for each Series of Notes and set out in the relevant Final Terms.

Status of Notes and Limited Recourse: The Notes of each Series will be limited recourse obligations of the Issuer, ranking pari passu without any preference among themselves and will be either secured or unsecured as set out in the applicable Final Terms. The Notes will be obligations solely of (the relevant Compartment of) the Issuer and will not be guaranteed by, or be the responsibility of, any other entity. Recourse in respect of any Series of Notes will be limited to the relevant Underlying Assets. The net proceeds from the realisation of the Underlying Assets may be insufficient to pay all amounts due to the Noteholders and any other creditors of the relevant Compartment. No other assets of the Issuer (including without limitation assets belonging to any other Compartment) are available to make up any shortfall. In case of a shortfall, all claims in respect of the Notes of the relevant Compartment shall be extinguished and no one shall have any further claims against the Issuer in respect of any unpaid amounts.

Secured Notes: The Notes of a Series will be either secured or unsecured in the manner set out in the relevant applicable Final Terms. On any issuance of a secured Series of Notes a Custodian may be appointed by the Issuer to hold the Underlying Assets and security over, among other things, the Underlying Assets may be granted in favour of a Security Trustee (if appointed). Tracker Certificate Notes identified as “Tracker Certificate” in the applicable Final Terms may be issued at their principal amount or at a premium or discount to it, redeemed at a par calculated as specified in the Final Terms and may bear interest based on a formula, a performance, an Index-linked with all or part of the value and cash flows related to the Underlying Assets, the cash flows generated within the Compartment or the risks acquired by the Compartment as specified in the relevant Final Terms.

Underlying Assets: The eligible assets, risks or cash flows to be acquired by one Compartment as determined in the relevant Final Terms of the Notes to which these assets are linked.

US Person: In accordance with FATCA, a citizen or resident individual, a partnership or corporation organised in the United States or under the laws of the United States or any State thereof, a trust if:

(a) a court within the United States would have authority under applicable law to render orders or judgments concerning substantially all issues regarding administration of the trust; and

(b) one or more US Persons have the authority to control all substantial decisions of the trust, or an estate of a decedent that is a citizen or resident of the United States. For the avoidance of doubt, this term will always be interpreted in accordance with Article 1 ee) of the IGA.

For the purposes of Regulation S, any natural person resident in the US; any partnership or corporation organised or incorporated under the laws of the US (other than agencies or branches of such entities located outside of the US that are operated for valid business reasons, engaged in banking or insurance and subject to substantive banking or insurance regulation in the jurisdiction where located); any estate of which any executor or administrator is a US person (unless investment discretion is solely, or shared, with an executor or administrator that is a non-US person and the estate is governed by non-US law); any trust of which any trustee is a US person (unless investment discretion is solely, or shared, with a trustee that is a non-US person and no beneficiary of the trust is a US person); any agency or branch of a foreign entity located in the US; any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US person; any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the US (unless the account is held for the benefit or account of a non-US person); and any partnership or corporation organised or incorporated under the laws of any non-US jurisdiction if formed by a US person principally for the purpose of investing in securities not registered under the US Securities Act of 1933.

Website: www.frictionless.markets or any platform or website indicated in the relevant Final Terms.

Withholding Tax: The Issuer shall make all payments to be made by it on any of the Notes without any deduction or withholding for or on account of tax unless a deduction or withholding is required by law. If any withholding or deduction is imposed on payments on or in respect of the Notes, the Noteholders will not be entitled to receive grossed-up amounts nor will they be reimbursed for any shortfall.

Zero Coupon Notes: Notes identified as "Zero Coupon Notes" in the applicable Final Terms may be issued at their principal amount or a discount to it, redeemed at a par calculated as specified in the Final Terms and will (in principle) not bear interest.