JPMORGAN CHASE & CO. - Irish Stock Exchange

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Temporary Global Notes will: (a) (b) if the Temporary Global Notes are intended to be issued in NGN form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date to a Common Safekeeper for Euroclear and Clearstream, Luxembourg; and if the Temporary Global Notes are not intended to be issued in NGN form, be delivered on or prior to the original issue date to: (i) a Common Depositary for Euroclear and Clearstream, Luxembourg; or (ii) in the case of a Tranche of Notes which if has agreed may be held through it, The Central Depositary (Pte) Limited. Subject as provided in the applicable Final Terms or Prospectus, Temporary Global Notes will be exchangeable, only in the manner and upon compliance with the procedures described herein, free of charge for either (i) interests in permanent Global Notes, on or after the date which is 40 days after the Temporary Global Note is issued and upon certification of non-U.S. beneficial ownership (each a “Permanent Global Note” and, together with the Temporary Global Notes, the “Global Notes”) or (ii) on the occurrence of an Exchange Event, for Definitive Notes, as defined below. Permanent Global Notes will be exchangeable for Definitive Notes upon either (A) in the case of Bearer Notes with an original maturity of more than 183 days, the applicable Permanent Global Note may be exchanged free of charge (i) if requested by the holder (in which event such holder’s Definitive Notes will be removed, upon issuance, from the specified clearing system and may not be readmitted into the specified clearing system), or (ii) upon the occurrence of an Exchange Event, or (B) in the case of Bearer Notes having an original maturity of up to 183 days, only upon the occurrence of an Exchange Event as described under “Form of Notes” below. “Definitive Notes” means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts that have not already been paid on the Global Note and a Talon). Registered Notes of each Tranche of a Series which are sold in an “offshore transaction” within the meaning of Regulation S under the Securities Act will be represented by interests in a temporary global registered certificate (each a “Temporary Regulation S Global Certificate”), which will be exchangeable on or after the date which is 40 days after the Temporary Regulation S Global Certificate is issued and upon certification of non-U.S. beneficial ownership for beneficial interests in the related permanent global registered certificate (each a “Permanent Regulation S Global Certificate” and, together with the Temporary Regulation S Global Certificate, the “Regulation S Global Certificates”), without interest coupons, which will be deposited with, and registered in the name of, a 6
nominee for a Common Depositary of Euroclear and Clearstream, Luxembourg on its issue date. Beneficial interests in a Regulation S Global Certificate will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. Registered Notes of each Tranche of a Series sold to qualified institutional buyers within the meaning of Rule 144A under the Securities Act, as referred to in, and subject to the transfer restrictions described in “Subscription and Sale - Registered Notes” and “Transfer Restrictions for Registered Notes”, will on issue be represented by a global registered certificate (each a “DTC Restricted Global Certificate” and, together with any Regulation S Global Certificate, the “Global Certificates”), without interest coupons, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company (“DTC”) on its issue date. Beneficial interests in a DTC Restricted Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants. See “Clearing and Settlement of Registered Notes” herein. Definitive certificates (“Certificates”) will only be available in certain limited circumstances as described herein. Method of Issue: Clearing Systems: Initial Delivery of Notes: Fixed Rate Notes: The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a “Series”), having one or more issue dates and on terms otherwise identical (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a “Tranche”), on the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be completed in the Final Terms or Prospectus. Euroclear and Clearstream, Luxembourg and DTC and, in relation to any Series or Tranche, such other clearing system as may be agreed between the Issuer, the Agent, and the relevant Dealer. On or before the issue date for each Series or Tranche, the Temporary Global Note representing Bearer Notes or the Global Certificate representing Registered Notes may be deposited initially with a Common Depositary or, in the case of a Temporary Global Note intended to be issued in NGN form, a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes or Global Certificates may also be deposited with 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, Agent and the relevant Dealer. Registered Notes that are to be credited to one or more clearing systems on issue will be registered in the name of nominees or a common nominee for such clearing systems. In the case of Restricted Notes, on or before the issue date of each Tranche of Notes, the DTC Restricted Certificate will be deposited with a custodian for, and registered in the name of, DTC. Fixed interest will be payable in arrear on the date or dates in each year specified in the applicable Final Terms or Prospectus and will be 7
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 and 10: The Issuer’s filings with the SEC
Page 11: and/or Consolidation: Maturities: D
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
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the delivery of the relevant notice
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History, Development and Organisati
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“Merger”). The Merger provides
Page 79 and 80:
TAXATION OF THE NOTES Taxation Exce
Page 81 and 82:
organisations, dealers in securitie
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case of a Registered Note that is a
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the terms of the Variable Interest
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in amounts equal to the annual paym
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Foreign Currency Registered Notes I
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in that year is treated as a paymen
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U.S. Federal Income Tax Treatment o
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Part 2 Non-U.S. Holders Except wher
Page 97 and 98:
with documentation upon which the b
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SUBSCRIPTION AND SALE Subject to th
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(iii) (iv) (v) if it is a United St
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Prospectus Directive. For the purpo
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Unrestricted Notes Each purchaser o
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PART A — CONTRACTUAL TERMS Terms
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Registered Notes only] [of at least
Page 111 and 112:
the Agency Agreement) — Interest
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(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
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[(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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JPMORGAN CHASE & CO. - Irish Stock Exchange

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