INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities
Act of 1933 (“Rule 424(b)”) a prospectus dated March 1, 2024 (the “Prospectus”) and a prospectus supplement dated September 3, 2024 (the “Prospectus Supplement”) relating to the Securities (as defined below)
registered hereunder included in the Registrant’s shelf Registration Statement on Form F-3 (File No. 333-277578), which became effective on March 1, 2024.
The Registrant incorporates by reference the Prospectus and the Prospectus Supplement to the extent set forth below.
Item 1. Description of
Registrant’s Securities to be Registered.
This registration statement relates to $1,000,000,000 aggregate principal amount of
4.837% Fixed-to-Floating Rate Senior Callable Notes due 2028 (the “2028 Notes”), $1,500,000,000 aggregate principal amount of 4.942% Fixed-to-Floating Rate Senior Callable Notes due 2030 (the “2030 Notes”) and $2,000,000,000 aggregate principal amount of 5.335% Fixed-to-Floating Rate Senior Callable Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes and the 2030 Notes, the “Securities”) to be issued by the Registrant. Reference is
made to the information set forth (i) under the heading “Description of Debt Securities” in the Prospectus and (ii) under the headings “Description of Senior Notes” and “U.S. Federal Income Tax Considerations”
in the Prospectus Supplement, which information is incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the following exhibits are being
filed with the Commission in connection with this Registration Statement:
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4.1 |
Senior Debt Securities Indenture, between the Registrant and The Bank of New York Mellon, London Branch, as
Trustee, dated as of January 17, 2018 (incorporated by reference to the Current Report on Form 6-K, dated January 17, 2018 (Film No. 18530382), filed by the Registrant with the Securities and
Exchange Commission on January 17, 2018). |
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4.2 |
Sixth Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, The Bank of New
York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of May 7, 2020 (incorporated by reference to the Current Report on Form
6-K, dated May 7, 2020 (Film No. 20855734), filed by the Registrant with the Securities and Exchange Commission on May 7, 2020). |
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4.3 |
Ninth Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, The Bank of New
York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of March 1, 2021 (incorporated by reference to the Form F-3,
dated March 1, 2021 (Film No. 21697198), filed by the Registrant with the Securities and Exchange Commission on March 1, 2021). |
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4.4 |
Thirteenth Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, The Bank of
New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of November 2, 2022 (incorporated by reference to the Current Report on Form 6-K, dated November 2, 2022 (Film No. 221353237), filed by the Registrant with the Securities and Exchange Commission on November 2, 2022). |
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4.5 |
Fourteenth Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, The Bank of
New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of May 9, 2023 (incorporated by reference to the Current Report on Form 6-K, dated May 9, 2023 (Film No. 23901719), filed by the Registrant with the Securities and Exchange Commission on May 9, 2023). |
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4.6 |
Sixteenth Supplemental Indenture to the Senior Debt Securities Indenture, among the Registrant, The Bank of New
York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Senior Debt Security Registrar, dated as of March 12, 2024 (incorporated by reference to the Current Report on Form 6-K, dated March 12, 2024 (Film No. 24742369), filed by the Registrant with the Securities and Exchange Commission on March 12, 2024). |