JPMORGAN CHASE & CO. - Irish Stock Exchange

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OVERVIEW OF THE PROGRAMME The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms or Prospectus. Words and expressions defined in “Terms and Conditions of the Notes” below shall have the same meanings in this overview. The Issuer may agree with any Dealer that Notes may be issued in a form other than that contemplated in “Terms and Conditions of the Notes” herein, in which event a Supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Issuer: JPMorgan Chase & Co. Description: Structured Euro Medium Term Note Programme. Up to U.S.$14,000,000,000 (or the equivalent in other currencies calculated as set out in “General Description of the Programme”) aggregate principal amount of Notes outstanding at any one time may be issued as of the date hereof under the Programme. The Issuer will have the option at any time to increase the aggregate principal amount of the Programme, in accordance with the terms of the Programme Agreement. Arranger: Dealer: J.P. Morgan Securities Ltd. J.P. Morgan Securities Ltd. and J.P. Morgan Securities Inc. The Issuer may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of one or more Tranches or in respect of the whole Programme. References in this Base Prospectus to the “Dealers” are to the person listed above as a Dealer and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and all persons appointed as a dealer in respect of one or more Tranches. Issuing and Paying Agent: Paying Agents: Calculation Agent: Registrar: New York City Registrar: Transfer Agents: Currencies: Redenomination, Renominalisation Reconventioning The Bank of New York Mellon The Bank of New York Mellon and BNY Financial Services PLC JPMorgan Chase Bank National Association (acting through its London Branch) unless otherwise specified in the applicable Prospectus or Final Terms The Bank of New York (Luxembourg) S.A. The Bank of New York Mellon The Bank of New York Mellon and BNY Financial Services PLC Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in U.S. dollars, Australian dollars, Canadian dollars, Danish kroner, euro, Japanese yen, United Kingdom sterling, New Zealand dollars, Norwegian kroner, Swedish kronor or Swiss francs or in other currencies if the Issuer and the relevant Dealers so agree. If so specified in the applicable Final Terms or Prospectus, Notes denominated in the national currency of a Member State that subsequently participates in the third stage of the European Economic 4
and/or Consolidation: Maturities: Denomination: Form of Notes: and Monetary Union may, following the giving of notice by the Issuer to the Noteholders, the Agent, Euroclear and Clearstream, Luxembourg, be subject to redenomination (if so specified in the applicable Final Terms or Prospectus, in accordance with “Terms and Conditions of the Notes - Condition 6(d)), Conversion, Substitution or Redenomination of Currency”. Such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. Other than as may be specified in the applicable Final Terms or Prospectus, Notes will have a minimum denomination of at least €1,000 (or its equivalent in other currencies), provided that (i) in the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area (“EEA”) or offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus under Directive (2003/71/EC) (the “Prospectus Directive”), the minimum denomination shall be €50,000 and, in the case of Registered Notes only, integral multiples of €1,000 above such minimum denomination as specified in the applicable Final Terms or Prospectus, (or the equivalent of such amounts in another currency as at the date of issue of the Notes); (ii) the minimum denomination of Bearer Notes with maturities of 183 days or less will be not less than U.S.$500,000 (or its equivalent in other currencies) and such Bearer Notes will contain special certification by the holders of their connection with the United States; (iii) unless otherwise permitted by then current laws and regulations, Notes (including Notes denominated in sterling) in respect of which the issue proceeds are received by the Issuer in the United Kingdom and which have a maturity of less than one year will (A) have a minimum redemption value of at least £100,000 (or its equivalent in other currencies) and be issued only to (1) persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or (2) persons who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses or (B) be issued in other circumstances which do not constitute a contravention of section 19 of the FSMA by the Issuer; and (iv) subject to the foregoing, the minimum denomination of Restricted Notes will be not less than U.S.$100,000 (or its equivalent in any other currency rounded upwards as agreed between the Issuer and the relevant Dealer(s)), and integral multiples, (if any) above such minimum denomination, as specified in the applicable Final Terms or Prospectus, in certain limited circumstances described herein. No Certificates in definitive form will be issued with a denomination above €99,000. The Notes may be issued in bearer form only (“Bearer Notes”), or in registered form only (“Registered Notes”). Each Tranche of Bearer Notes will initially be represented by interests in one or more temporary Global Notes (each a “Temporary Global Note”). 5
Page 1 and 2: Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4: Neither the Arranger nor the Dealer
Page 5 and 6: Each prospective purchaser of Notes
Page 7 and 8: GENERAL DESCRIPTION OF THE PROGRAMM
Page 9: The Issuer’s filings with the SEC
Page 13 and 14: nominee for a Common Depositary of
Page 15 and 16: dates on which, and the amounts in
Page 17 and 18: RISK FACTORS The risk factors descr
Page 19 and 20: JPMorgan Chase’s acquisitions and
Page 21 and 22: JPMorgan Chase faces significant le
Page 23 and 24: this could cause JPMorgan Chase to
Page 25 and 26: The success of the acquisition will
Page 27 and 28: (iv) (v) understand thoroughly the
Page 29 and 30: Inverse Floating Rate Notes Inverse
Page 31 and 32: objectives or strategies or have be
Page 33 and 34: Legal Investment Considerations May
Page 35 and 36: “ANY UNITED STATES PERSON WHO HOL
Page 37 and 38: Delivery of Notes On or after any d
Page 39 and 40: notices to the holders of Notes of
Page 41 and 42: amended (the “Exchange Act”), o
Page 43 and 44: Pre-Issue Trade Settlements It is e
Page 45 and 46: least €50,000 (or the equivalent
Page 47 and 48: euro, a day on which commercial ban
Page 49 and 50: Interest Notes will be determined i
Page 51 and 52: Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62:
(C) Notice Upon the occurrence of a
Page 63 and 64:
the amount of the national currency
Page 65 and 66:
(C) any Additional Financial Centre
Page 67 and 68:
If, prior to the delivery of the As
Page 69 and 70:
(d) (e) (f) there will at all times
Page 71 and 72:
In addition, modifications and amen
Page 73 and 74:
the delivery of the relevant notice
Page 75 and 76:
History, Development and Organisati
Page 77 and 78:
“Merger”). The Merger provides
Page 79 and 80:
TAXATION OF THE NOTES Taxation Exce
Page 81 and 82:
organisations, dealers in securitie
Page 83 and 84:
case of a Registered Note that is a
Page 85 and 86:
the terms of the Variable Interest
Page 87 and 88:
in amounts equal to the annual paym
Page 89 and 90:
Foreign Currency Registered Notes I
Page 91 and 92:
in that year is treated as a paymen
Page 93 and 94:
U.S. Federal Income Tax Treatment o
Page 95 and 96:
Part 2 Non-U.S. Holders Except wher
Page 97 and 98:
with documentation upon which the b
Page 99 and 100:
SUBSCRIPTION AND SALE Subject to th
Page 101 and 102:
(iii) (iv) (v) if it is a United St
Page 103 and 104:
Prospectus Directive. For the purpo
Page 105 and 106:
Unrestricted Notes Each purchaser o
Page 107 and 108:
PART A — CONTRACTUAL TERMS Terms
Page 109 and 110:
Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
Page 113 and 114:
(v) Issuer’s Option Period (if ap
Page 115 and 116:
elate]] 27. Physical Delivery: [App
Page 117 and 118:
[Subject as provided below] [t/T]he
Page 119 and 120:
[(ii)] Estimated net proceeds: [Not
Page 121 and 122:
QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124:
10. No websites that are cited or r
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