The information in this preliminary pricing supplement is not complete and may be changed. This preliminary
pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these
notes and we are not soliciting an offer to buy these notes in any jurisdiction where the offer or sale is not permitted.
None of the Securities and Exchange Commission (the “SEC”),
any state securities commission, or any other regulatory body has approved or disapproved of these securities or determined if
this Note Prospectus (as defined below) is truthful or complete. Any representation to the contrary is a criminal offense.
Market Measure Business Day
The following definition shall supersede and replace the definition
of a “Market Measure Business Day” set forth in product supplement EQUITY INDICES LIRN-1.
A “Market Measure Business Day” means a day on which:
|
(A)
|
each of the Eurex (as to the EURO STOXX 50® Index), the London Stock Exchange (as to the FTSE® 100
Index), the Tokyo Stock Exchange (as to the Nikkei Stock Average Index), the SIX Swiss Exchange (as to the Swiss Market Index),
the Australian Stock Exchange (as to the S&P/ASX 200 Index), and the Stock Exchange of Hong Kong (as to the Hang Seng®
Index) (or any successor to the foregoing exchanges) are open for trading; and
|
|
(B)
|
the Basket Components or any successors thereto are calculated and published.
|
Capped Notes with Absolute Return Buffer
|
TS-9
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The Basket
The Basket is designed to allow
investors to participate in the percentage changes in the levels of the Basket Components from the Starting Value to the Ending
Value of the Basket. The Basket Components are described in the section “The Basket Components” below. Each Basket
Component will be assigned an initial weight on the pricing date, as set forth in the table below.
For more information on the calculation
of the value of the Basket, please see the section entitled “Description of LIRNs—Basket Market Measures” beginning
on page PS-23 of product supplement EQUITY INDICES LIRN-1.
If October 31, 2019 were the pricing
date, for each Basket Component, the Initial Component Weight, the closing level, the hypothetical Component Ratio and the initial
contribution to the Basket value would be as follows:
Basket
Component
|
|
Bloomberg
Symbol
|
|
Initial
Component
Weight
|
|
Closing
Level(1)(2)
|
|
Hypothetical
Component
Ratio(1)(3)
|
|
Initial
Basket
Value
Contribution
|
EURO
STOXX 50® Index
|
|
SX5E
|
|
40.00%
|
|
3,604.41
|
|
0.01109752
|
|
40.00
|
FTSE®
100 Index
|
|
UKX
|
|
20.00%
|
|
7,248.38
|
|
0.00275924
|
|
20.00
|
Nikkei
Stock Average Index
|
|
NKY
|
|
20.00%
|
|
22,927.04
|
|
0.00087233
|
|
20.00
|
Swiss
Market Index
|
|
SMI
|
|
7.50%
|
|
10,219.82
|
|
0.00073387
|
|
7.50
|
S&P/ASX
200 Index
|
|
AS51
|
|
7.50%
|
|
6,663.374
|
|
0.00112556
|
|
7.50
|
Hang
Seng® Index
|
|
HSI
|
|
5.00%
|
|
26,906.72
|
|
0.00018583
|
|
5.00
|
|
|
|
|
|
|
|
|
Starting
Value
|
|
100.00
|
|
(1)
|
The
actual closing level of each Basket Component and the resulting actual Component Ratios
will be determined on the pricing date, subject to adjustment as more fully described
in the section entitled “Description of LIRNs—Basket Market Measures—Determination
of the Component Ratio for Each Basket Component” beginning on page PS-23 of product
supplement EQUITY INDICES LIRN-1 if a Market Disruption Event occurs on the pricing date
as to any Basket Component or if the pricing date is not a Market Measure Business Day
as to any Basket Component.
|
|
(2)
|
These
were the closing levels of the Basket Components on October 31, 2019.
|
|
(3)
|
Each
hypothetical Component Ratio equals the Initial Component Weight of the relevant Basket
Component (as a percentage) multiplied by 100, and then divided by the closing level
of that Basket Component on October 31, 2019 and rounded to eight decimal places.
|
The calculation agents will calculate
the value of the Basket by summing the products of the closing level for each Basket Component on each calculation day during
the Maturity Valuation Period and the Component Ratio applicable to such Basket Component. If a Market Disruption Event occurs
as to any Basket Component on any scheduled calculation day, the closing level of that Basket Component will be determined as
more fully described in the section entitled “Description of LIRNs—Basket Market Measures—Ending Value of the
Basket” beginning on page PS-24 of product supplement EQUITY INDICES LIRN-1.
Capped Notes with Absolute Return Buffer
|
TS-10
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
While actual historical
information on the Basket will not exist before the pricing date, the following graph sets forth the hypothetical historical performance
of the Basket from January 1, 2009 through October 31, 2019. The graph is based upon actual daily historical levels of the Basket
Components, hypothetical Component Ratios based on the closing levels of the Basket Components as of December 31, 2008, and a
Basket value of 100.00 as of that date. This hypothetical historical data on the Basket is not necessarily indicative of the future
performance of the Basket or what the value of the notes may be. Any hypothetical historical upward or downward trend in the value
of the Basket during any period set forth below is not an indication that the value of the Basket is more or less likely to increase
or decrease at any time over the term of the notes.
Hypothetical
Historical Performance of the Basket
Capped Notes with Absolute Return Buffer
|
TS-11
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The Basket Components
All disclosures contained in this term sheet regarding the Basket
Components, including, without limitation, their make-up, method of calculation, and changes in their components, have been derived
from publicly available sources. That information reflects the policies of, and is subject to change by, the applicable index sponsor.
The consequences of an index sponsor discontinuing publication of a Basket Component are discussed in the section entitled “Description
of LIRNs—Discontinuance of an Index” on page PS-22 of product supplement EQUITY INDICES LIRN-1. None of us, the Guarantor,
the calculation agents, MLPF&S, or BofAS has independently verified the accuracy or completeness of any information with respect
to any Basket Component in connection with the notes, nor accepts any responsibility for the calculation, maintenance or publication
of any Basket Component or any successor index.
In addition, information about the Basket
Components may be obtained from other sources including, but not limited to, the applicable index sponsor’s website (including
information regarding top ten constituents and their respective weightings, sector weightings and country weights). We are not
incorporating by reference into this term sheet any index sponsor’s website or any material it includes. None of us, the
Guarantor or the agent makes any representation that such publicly available information regarding any Basket Component is accurate
or complete.
The EURO STOXX 50® Index
The EURO STOXX 50® Index (the “SX5E
Index”) is calculated, maintained and published by STOXX Limited (“STOXX”), the index sponsor, a wholly owned
subsidiary of Deutsche Börse AG. Publication of the SX5E Index began on February 26, 1998, based on an initial index value
of 1,000 on December 31, 1991. The SX5E Index is published in The Wall Street Journal and disseminated on STOXX’s
website.
The SX5E Index does not reflect the payment of dividends
on the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive if you were
able to purchase such underlying stocks and hold them until maturity.
Index Composition
The SX5E Index is composed of 50 component stocks of market
sector leaders in terms of free-float market capitalization from within the EURO STOXX Supersector indexes, which includes stocks
selected from 11 Eurozone countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal
and Spain. At any given time, some eligible countries may not be represented in the SX5E Index. The component stocks have a high
degree of liquidity and represent the largest companies across all supersectors as defined by the Industry Classification Benchmark.
Component Selection. The composition of the SX5E Index
is reviewed by STOXX annually in September. Within each of the 19 EURO STOXX Supersector indexes, the respective index component
stocks are ranked by free-float market capitalization. The largest stocks are added to the selection list until the coverage is
close to, but still less than, 60% of the free-float market capitalization of the corresponding EURO STOXX Total Market Index Supersector
Index. If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to the selection
list. All remaining stocks that are current SX5E Index components are then added to the selection list. The stocks on the selection
list are then ranked by free-float market capitalization. The 40 largest stocks on the selection list are chosen as index components.
The remaining 10 stocks are then selected from the largest current stocks ranked between 41 and 60. If the number of index components
is still below 50, then the largest remaining stocks on the selection list are added until the SX5E Index contains 50 stocks.
Ongoing Maintenance of Component Stocks
The component stocks of the SX5E Index are monitored on an
ongoing monthly basis for deletion and quarterly basis for addition. Changes to the composition of the SX5E Index due to corporate
actions (including mergers and takeovers, spin-offs, sector changes and bankruptcy) are announced immediately, implemented two
trading days later and become effective on the next trading day after implementation.
The component stocks of the SX5E Index are subject to a “fast
exit” rule. A component stock is deleted if it ranks 75 or below on the monthly selection list and it ranked 75 or below
on the selection list of the previous month. The highest-ranked non-component stock will replace the exiting component stock. The
SX5E Index is also subject to a “fast entry” rule. All stocks on the latest selection lists and initial public offering
(IPO) stocks are reviewed for a fast-track addition on a quarterly basis. A stock is added if it qualifies for the latest blue-chip
selection list generated at the end of February, May, August or November and if it ranks within the lower buffer (between
1 and 25) on the selection list. If added, the stock replaces the smallest component stock.
A deleted stock is replaced immediately to maintain the fixed
number of stocks. The replacement is based on the latest monthly selection list. In the case of a merger or takeover where a component
stock is involved, the original component stock is replaced by the new component stock. In the case of a spin-off, if the original
stock was a component stock, then each spin-off stock qualifies for addition if it lies within the lower buffer (between 1 and
40) on the latest selection list. The largest qualifying spin-off stock replaces the original component stock, while the next qualifying
spin-off stock replaces the lowest ranked component stock and likewise for other qualifying spin-off stocks.
Capped Notes with Absolute Return Buffer
|
TS-12
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The free float factors and outstanding number of shares for
each component stock that STOXX uses to calculate the SX5E Index, as described below, are reviewed, calculated and implemented
on a quarterly basis and are fixed until the next quarterly review. Certain extraordinary adjustments to the free float factors
and/or the number of outstanding shares are implemented and made effective more quickly. The timing depends on the magnitude of
the change. Each component’s weight is capped at 10% of the SX5E Index’s total free float market capitalization. The
free float factor reduces the component stock’s number of shares to the actual amount available on the market. All holdings
that are larger than five percent of the total outstanding number of shares and held on a long-term basis are excluded from the
index calculation (including, but not limited to, stock owned by the company itself, stock owned by governments, stock owned by
certain individuals or families, and restricted shares).
Calculation of the SX5E Index
The SX5E Index is calculated with the “Laspeyres formula,”
which measures the aggregate price changes in the component stocks against a fixed base quantity weight. The formula for calculating
the SX5E Index value can be expressed as follows:
Index =
|
Free-float market capitalization of the
SX5E Index
|
Divisor
|
The “free-float market capitalization of the SX5E Index”
is equal to the sum of the products of the closing price, the number of shares, the free float factor and the weighting cap factor
for each component stock as of the time the SX5E Index is being calculated. The component stocks trade in euros and thus, no currency
conversion is required. The cap factor limits the weight of a component within the SX5E Index to a maximum of 10%.
The SX5E Index is also subject to a divisor, which is adjusted
to maintain the continuity of the SX5E Index values across changes due to corporate actions. The following is a summary of the
adjustments to any component stock made for corporate actions and the effect of such adjustment on the divisor, where shareholders
of the component stock will receive “B” number of shares for every “A” share held (where applicable).
|
(1)
|
Special cash dividend
Cash distributions that are outside the
scope of the regular dividend policy or that the company defines as an extraordinary distribution.
Adjusted price = closing price – dividend
announced by the company * (1 – withholding tax, if applicable)
Divisor: decreases
|
|
(2)
|
Split and reverse split:
Adjusted price = closing price * A/B
New number of shares = old number of shares * B/A
Divisor: no change
|
|
(3)
|
Rights offering:
Adjusted price = (closing price * A + subscription price * B) / (A + B)
New number of shares = old number of shares * (A + B) / A
Divisor: increases
|
|
(4)
|
Stock dividend:
Adjusted price = closing price * A / (A + B)
New number of shares = old number of shares * (A + B) / A
Divisor: no change
|
|
(5)
|
Stock dividend from treasury stock (if treated as extraordinary dividend):
Adjusted close = close – close * B / (A + B)
Divisor: decreases
|
|
(6)
|
Stock dividend of another company:
Adjusted price = (closing price * A - price of other company * B) / A
Divisor: decreases
|
|
(7)
|
Return of capital and share consolidation:
Adjusted price = (closing price – capital return announced by company * (1 – withholding
tax)) * A / B
New number of shares = old number of shares * B / A
Divisor: decreases
|
|
(8)
|
Repurchase shares / self tender:
Adjusted price = ((price before tender * old number of shares) – (tender price * number of
tendered shares)) / (old number of shares – number of tendered shares)
|
Capped Notes with Absolute Return Buffer
|
TS-13
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
|
|
New number of shares = old number of shares – number of tendered shares
Divisor: decreases
|
|
(9)
|
Spin-off:
Adjusted price = (closing price * A - price of spin-off shares B) / A
Divisor: decreases
|
|
(10)
|
Combination stock distribution (dividend or split) and rights offering:
For this corporate action, the following additional assumptions apply:
|
|
•
|
Shareholders receive B new shares from the distribution and C new shares from the rights offering for every A shares held
|
|
•
|
If A is not equal to one, all the following “new number of shares” formulas need to be divided by A:
|
|
o
|
If rights are applicable after stock distribution (one action applicable to another):
Adjusted price = (closing price * A + subscription price * C * (1 + B / A)) /
((A + B) * (1 + C / A))
New number of shares = old number of shares * ((A + B) * (1 + C / A)) / A
Divisor: increases
|
|
o
|
If stock distribution is applicable after rights (one action applicable to another):
Adjusted price = (closing price * A + subscription price * C) / ((A + C) * (1 + B / A))
New number of shares = old number of shares * ((A + C) * (1 + B / A))
Divisor: increases
|
|
o
|
Stock distribution and rights (neither action is applicable to the other):
Adjusted price = (closing price * A + subscription price * C) / (A + B + C)
New number of shares = old number of shares * (A + B + C) / A
Divisor: increases
|
|
(11)
|
Addition / deletion of a company:
No price adjustments are made. The net change in market capitalization determines the divisor adjustment.
|
|
(12)
|
Free Float and shares changes:
No price adjustments are made. The net change in market capitalization determines the divisor adjustment.
|
Capped Notes with Absolute Return Buffer
|
TS-14
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance
of the SX5E Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from Bloomberg
L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October
31, 2019, the closing level of the SX5E Index was 3,604.41.
Historical Performance of the SX5E Index
This historical data on the SX5E Index is not necessarily
indicative of the future performance of the SX5E Index or what the value of the notes may be. Any historical upward or downward
trend in the level of the SX5E Index during any period set forth above is not an indication that the level of the SX5E Index is
more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
STOXX Limited (“STOXX”) and its licensors (the “Licensors”)
have no relationship to us, other than the licensing of the EURO STOXX 50® Index and the related trademarks to Wells
Fargo & Company, our parent company, for use in connection with the notes.
STOXX and its Licensors do not: (i) Sponsor, endorse,
sell or promote the notes; (ii) recommend that any person invest in the notes; (iii) have any responsibility or liability for or
make any decisions about the timing, amount or pricing of the notes; (iv) have any responsibility or liability for the administration,
management or marketing of the notes; (v) Consider the needs of the notes or the owners of the notes in determining, composing
or calculating the EURO STOXX 50® Index or have any obligation to do so.
STOXX and its Licensors will not have any liability in connection
with the notes. Specifically, STOXX and its Licensors do not make any warranty, express or implied, and disclaim any and all
warranty about: the results to be obtained by the notes, the owner of the notes or any other person in connection with the use
of the EURO STOXX 50® Index and the data included in the EURO STOXX 50® Index; the accuracy or completeness
of the EURO STOXX 50® Index and its data; the merchantability and the fitness for a particular purpose or use of
the EURO STOXX 50® Index and its data.
STOXX and its Licensors will have no liability for any errors,
omissions or interruptions in the EURO STOXX 50® Index or its data. Under no circumstances will STOXX or its Licensors
be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors
knows that they might occur.
The licensing agreement between Wells Fargo & Company
and STOXX is solely for their benefit and not for the benefit of the owners of the notes or any other third parties.
Capped Notes with Absolute Return Buffer
|
TS-15
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The FTSE® 100 Index
The FTSE® 100 Index (the “UKX Index”)
is an index calculated, published and disseminated by FTSE Russell (“FTSE”), the index sponsor, a wholly owned subsidiary
of London Stock Exchange Group plc (the “LSEG”). The UKX Index measures the composite price performance of the 100
largest companies (determined on the basis of market capitalization) traded on the London Stock Exchange (the “LSE”).
Publication of the UKX Index began in January 1984.
The UKX Index does not reflect the payment of dividends on
the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive if you were
able to purchase such underlying stocks and hold them until maturity.
Composition of the UKX Index
The 100 stocks included in the UKX Index (the “FTSE
Underlying Stocks”) were selected from a reference group of stocks trading on the LSE that were selected by excluding
certain stocks that have low liquidity, public float accuracy, and reliability of prices, or size or have limited voting right
by unrestricted shareholders or foreign ownership restrictions. The FTSE Underlying Stocks were selected from this reference group
by selecting 100 stocks with the largest market value. Where there are multiple lines of listed equity capital in a company, all
are included and priced separately, provided that the secondary line’s full market capitalization (i.e. before
the application of any investability weightings) is greater than 25% of the full market capitalization of the company’s principal
line and the secondary line satisfies the eligibility rules and screens in its own right in all respects. A list of the issuers
of the FTSE Underlying Stocks is available from FTSE.
Companies are required to have greater than 5% of the company’s
voting rights (aggregated across all of its equity securities, including, where identifiable, those that are not listed or trading)
in the hands of unrestricted shareholders in order to be eligible for index inclusion. Companies already included in the UKX Index
have a five-year grandfathering period to comply or they will be removed from the UKX Index in September 2022.
The UKX Index is overseen and reviewed quarterly by the FTSE
Russell Europe, Middle East & Africa Regional Equity Advisory Committee (the “Index Steering Committee”)
in order to maintain continuity in the level. The Index Steering Committee undertakes the reviews of the UKX Index and ensures
that constituent changes and index calculations are made in accordance with the ground rules of the UKX Index. The UKX Index is
reviewed on a quarterly basis in March, June, September and December. Each review is based on data from the close of business on
the Tuesday before the first Friday of the review month. Any constituent changes are implemented after the close of business on
the third Friday of the review month (i.e. effective Monday), following the expiry of the ICE Futures Europe futures and
options contracts.
The FTSE Underlying Stocks may be replaced, if necessary, in
accordance with deletion/addition rules that provide generally for the removal and replacement of a stock from the UKX Index if
such stock is delisted or its issuer is subject to a takeover offer that has been declared unconditional or it has ceased, in the
opinion of the Index Steering Committee, to be a viable component of the UKX Index. To maintain continuity, a stock will be added
at the quarterly review if it has risen to 90th place or above and a stock will be deleted if at the quarterly review it has fallen
to 111th place or below, in each case ranked on the basis of market capitalization. A constant number of constituents will be maintained
for the UKX Index. Where a greater number of companies qualify to be inserted in the index than those qualifying to be deleted,
the lowest ranking constituents presently included in the index will be deleted to ensure that an equal number of companies are
inserted and deleted at the periodic review. Likewise, where a greater number of companies qualify to be deleted than those qualifying
to be inserted, the securities of the highest ranking companies which are presently not included in the index will be inserted
to match the number of companies being deleted at the periodic review.
Companies that are large enough to be constituents of the UKX
Index but do not pass the liquidity test are excluded. They will remain ineligible until the next annual review in June when they
will be re-tested against all eligibility screens.
Calculation of the UKX Index
The UKX Index is an arithmetic weighted index where the weights
are the market capitalization of each company. The index is calculated by summing the free float adjusted market values (or capitalizations)
of all companies within the index divided by the divisor. On the base date, the divisor is calculated as the sum of the market
capitalizations of the index constituents divided by the initial index value of 1,000. The divisor is subsequently adjusted for
any capital changes in the index constituents. In order to prevent discontinuities in the index in the event of a corporate action
or change in constituents, it is necessary to make an adjustment to the prices used to calculate the index to ensure that the change
in index between two consecutive dates reflects only market movements rather than including change due to the impact of corporate
actions or constituent changes. This ensures that the index values remain comparable over time and that changes in the index level
properly reflect the change in value of a portfolio of index constituents with weights the same as in the index.
Capped Notes with Absolute Return Buffer
|
TS-16
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance
of the UKX Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October 31,
2019, the closing level of the UKX Index was 7,248.38.
Historical Performance of the UKX Index
This historical data on the UKX Index is not necessarily
indicative of the future performance of the UKX Index or what the value of the notes may be. Any historical upward or downward
trend in the level of the UKX Index during any period set forth above is not an indication that the level of the UKX Index is more
or less likely to increase or decrease at any time over the term of the notes.
License Agreement
Wells Fargo & Company, our parent company,
and FTSE have entered into a non-transferable, non-exclusive license agreement providing for the license to Wells Fargo & Company
and certain of its affiliated or subsidiary companies (including us), in exchange for a fee, of the right to use the FTSE®
100 Index in connection with the issuance of the notes.
The license agreement between Wells Fargo
& Company and FTSE provides that the following language must be stated in this term sheet:
THE
NOTES ARE NOT IN ANY WAY SPONSORED, ENDORSED, SOLD OR PROMOTED BY FTSE INTERNATIONAL LIMITED OR BY THE LONDON STOCK EXCHANGE Group
companies AND NEITHER FTSE, THE lse MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER, EXPRESSLY OR IMPLIEDLY, EITHER AS TO THE RESULTS
TO BE OBTAINED FROM THE USE OF THE FTSE® 100 INDEX AND/OR
THE FIGURE AT WHICH THE SAID INDEX STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. FTSe®
100 INDEX IS COMPILED AND CALCULATED BY FTSE. HOWEVER, NEITHER FTSE NOR THE lse SHALL
BE LIABLE (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE FTSE 100® INDEX
AND NEITHER FTSE NOR THE lse SHALL BE UNDER ANY OBLIGATION TO ADVISE ANY PERSON OF ANY ERROR THEREIN.
Capped Notes with Absolute Return Buffer
|
TS-17
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The Nikkei Stock Average Index
The Nikkei Stock Average
Index, also known as the Nikkei 225 Index, (the “NKY Index”) is a stock index that measures the composite price performance
of selected Japanese stocks. The NKY Index is currently based on 225 underlying stocks (the “Nikkei Underlying Stocks”)
trading on the Tokyo Stock Exchange (the “TSE”) representing a broad cross-section of Japanese industries. Non-ordinary
shares, such as shares of exchange-traded funds, real estate investment trusts, preferred stock or other preferred securities or
tracking stocks, are excluded from the NKY Index. The index sponsor of the NKY Index is Nikkei Inc.
All 225 Nikkei Underlying
Stocks are stocks listed in the First Section of the TSE. Stocks listed in the First Section of the TSE are among the most actively
traded stocks on the TSE. Nikkei Inc. rules require that the 75 most liquid issues (one-third of the component count of the NKY
Index) be included in the NKY Index. Nikkei Inc. first calculated and published the NKY Index in 1970.
The NKY Index does
not reflect the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same
return you would receive if you were able to purchase such underlying stocks and hold them until maturity.
Rules
of the Periodic Review
Nikkei
Underlying Stocks are reviewed annually (the “periodic review”) in accordance with the following rules, and
results of the review are applied on the first trading day in October. Results of the review become effective on the first trading
day of October, and there is no limit to the number of Nikkei Underlying Stocks that can be affected. Stocks selected by the procedures
outlined below are presented as candidates to a committee comprised of academics and market professionals for comment; based on
comments from the committee, Nikkei Inc. determines and announces any changes to the Nikkei Underlying Stocks.
High
Liquidity Group
The
top 450 most liquid stocks are chosen from the TSE First Section. For purposes of this selection, liquidity is measured by (i)
trading volume in the preceding 5-year period and (ii) the magnitude of price fluctuation by volume in the preceding 5-year period.
These 450 stocks constitute the “High Liquidity Group” for the review. Those Nikkei Underlying Stocks that are not
in the High Liquidity Group are removed. Those stocks that are not currently Nikkei Underlying Stocks but that are in the top 75
of the High Liquidity Group are added.
Sector
Balance
The
High Liquidity Group is then categorized into the following six sectors: Technology, Financials, Consumer Goods, Materials, Capital
Goods/Others and Transportation and Utilities. These six sector categories are further divided into 36 industrial classifications
as follows:
|
•
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Technology — Pharmaceuticals, Electrical Machinery, Automobiles & Auto Parts,
Precision Instruments and Telecommunications;
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•
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Financials — Banks, Other Financial Services, Securities and Insurance;
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•
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Consumer Goods — Fishery, Food, Retail and Services;
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•
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Materials — Mining, Textiles & Apparel, Paper & Pulp, Chemicals, Petroleum, Rubber, Ceramics, Steel, Nonferrous
Metals and Trading Companies;
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•
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Capital Goods/Others — Construction, Machinery, Shipbuilding, Transportation Equipment, Other Manufacturing and Real
Estate; and
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•
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Transportation/Utilities — Railway & Transport, Marine Transport, Air Transport, Warehousing, Electric Power and
Gas.
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The “appropriate
number” of constituents for each sector is defined to be half the number of stocks in that sector. After the liquidity-based
adjustments, discussed above, a rebalancing is conducted if any of the sectors are over- or under-represented. The degree of representation
is evaluated by comparing the actual number of constituents in the sector against the appropriate number for that sector.
For over-represented
sectors, current constituents in the sector are deleted in the order of liquidity (lowest liquidity first) to correct the overage.
For under-represented sectors, non-constituent stocks are added from the High Liquidity Group in the order of liquidity (highest
liquidity first) to correct the shortage.
Extraordinary Replacement
Rules
Nikkei Underlying Stocks
removed from the TSE First Section are deleted from the NKY Index. Reasons for removal from the TSE First Section include: designation
to “securities to be delisted” (i.e., “Seiri Meigara”) or delisting due to bankruptcy (including
filing under the Corporate Reorganization Act, Civil Rehabilitation Act or liquidation), delisting due to corporate restructuring
such as merger, share exchange or share transfer, designation to “securities to be delisted” or actual delisting due
to excess debt or transfer to the TSE Second Section. In addition, constituents designated to “securities under supervision”
(i.e., “Kanri Meigara”) become deletion
Capped Notes with Absolute Return Buffer
|
TS-18
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
candidates. However, the decision to delete such candidates will be
made by examining the sustainability and the probability of delisting for each individual case.
When a Nikkei Underlying
Stock is deleted from the NKY Index as outlined in the preceding paragraph, a new Nikkei Underlying Stock will be selected and
added, in principle, from the same sector of the High Liquidity Group in order of liquidity. Notwithstanding the foregoing, the
following rules may apply depending on the timing and circumstances of the deletion: (i) when such deletion is scheduled close
to the periodic review, additional stocks may be selected as part of the periodic review process and (ii) when multiple deletions
are scheduled in a season other than the periodic review, additions may be selected using the liquidity and sector balancing rules
outlined above.
Procedures to Implement
Constituent Changes
As a general rule, for
both the periodic review and the extraordinary replacement rules, additions and deletions are made effective on the same day in
order to keep the number of Nikkei Underlying Stocks 225. However, under the circumstances outlined below, when an addition cannot
be made on the same day as a deletion, the NKY Index may be calculated with fewer than 225 Nikkei Underlying Stocks. In this case,
the divisor is adjusted to ensure continuity.
The first instance when
the NKY Index may be calculated with fewer than 225 Nikkei Underlying Stocks is when a Nikkei Underlying Stock is delisted by reason
of share exchange or transfer and the succeeding company becomes listed a short period
of time later. The second instance is when a Nikkei Underlying Stock is deleted due to a sudden announcement of bankruptcy or is
designated as a “security to be delisted.” The addition will be made after a short period (approximately 2 days). The
exact schedule is announced on a case by case basis.
Calculation of the NKY Index
The NKY Index is a modified, price-weighted index (i.e.,
a Nikkei Underlying Stock’s weight in the index is based on its price per share rather than the total market capitalization
of the issuer) that is calculated by (i) multiplying the per share price of each Nikkei Underlying Stock by the corresponding weighting
factor for such Nikkei Underlying Stock (a “Weight Factor”), (ii) calculating the sum of all these products
and (iii) dividing such sum by a divisor (the “Divisor”). The Divisor is subject to periodic adjustments as
set forth below. Each Weight Factor is computed by dividing ¥50 by the par value of the relevant Nikkei Underlying Stock, so
that the share price of each Nikkei Underlying Stock when multiplied by its Weight Factor corresponds to a share price based on
a uniform par value of ¥50. The stock prices used in the calculation of the NKY Index are those reported by a primary market
for the Nikkei Underlying Stocks (currently the TSE). The level of the NKY Index is calculated every 5 seconds.
In order to maintain continuity in the NKY Index in the event
of certain changes due to non-market factors affecting the Nikkei Underlying Stocks, such as the addition or deletion of stocks,
substitution of stocks, stock splits or distributions of assets to stockholders, the Divisor used in calculating the NKY Index
is adjusted in a manner designed to prevent any instantaneous change or discontinuity in the level of the NKY Index. Thereafter,
the Divisor remains at the new value until a further adjustment is necessary as the result of another change. As a result of such
change affecting any Nikkei Underlying Stock, the Divisor is adjusted in such a way that the sum of all share prices immediately
after such change multiplied by the applicable Weight Factor and divided by the new Divisor (i.e., the level of the NKY
Index immediately after such change) will equal the level of the NKY Index immediately prior to the change.
Capped Notes with Absolute Return Buffer
|
TS-19
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance
of the NKY Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October 31,
2019, the closing level of the NKY Index was 22,927.04.
Historical Performance of the NKY Index
This historical data on the NKY Index is not necessarily
indicative of the future performance of the NKY Index or what the value of the notes may be. Any historical upward or downward
trend in the level of the NKY Index during any period set forth above is not an indication that the level of the NKY Index is more
or less likely to increase or decrease at any time over the term of the notes.
License Agreement
We expect that Wells Fargo & Company, our parent company,
and Nikkei Inc. will enter into a non-transferable, non-exclusive license agreement providing for the license to Wells Fargo &
Company and certain of its affiliated or subsidiary companies (including us), in exchange for a fee, of the right to use the NKY
Index in connection with the issuance of the notes.
The license agreement between Wells Fargo & Company and
Nikkei Inc. provides that the following language must be stated in this term sheet:
“The notes are not in any way sponsored, endorsed or promoted
by Nikkei Inc. Nikkei Inc. does not make any warranty or representation whatsoever, express or implied, either as to the results
to be obtained as to the use of the NKY Index or the figure as which the NKY Index stands at any particular day or otherwise. The
NKY Index is compiled and calculated solely by Nikkei Inc. However, Nikkei Inc. shall not be liable to any person for any error
in the NKY Index and Nikkei Inc. shall not be under any obligation to advise any person, including a purchase or vendor of the
notes, of any error therein.
In addition, Nikkei Inc. gives no assurance regarding any modification
or change in any methodology used in calculating the NKY Index and is under no obligation to continue the calculation, publication
and dissemination of the NKY Index.”
Capped Notes with Absolute Return Buffer
|
TS-20
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The Swiss Market Index
The Swiss Market Index (the “SMI”)
is a free-float adjusted market capitalization-weighted price return index of the Swiss equity market. The SMI was standardized
on June 30, 1988 with an initial baseline value of 1,500 points. SIX Swiss Exchange Ltd (“SSE”) is the index sponsor
of the SMI.
The SMI does not reflect the payment of
dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive
if you were able to purchase such underlying stocks and hold them until maturity.
Composition of the SMI
The SMI is composed of the most highly capitalized
and liquid stocks of the Swiss Performance Index® (“SPI”). The SMI represents more than 75% of the free-float
market capitalization of the Swiss equity market.
The SMI is composed of the 20 highest ranked securities of
the SPI, where the ranking of each security is determined by a combination of the following criteria:
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•
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average free-float market capitalization over the last 12 months (compared to the capitalization of the entire SPI); and
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•
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cumulated on order book turnover over the last 12 months (compared to the total turnover of the SPI).
|
The average market capitalization in percent and the turnover
in percent are each given a weighting of 50% and yield the weighted market share. A security is excluded from the SMI if it ranked
23 or lower in the selection list. To reduce fluctuations in the SMI, a buffer is applied for securities ranked 19 to 22. Out of
the candidates from ranks 19 to 22, current components are selected with priority over the other candidates. New components out
of the buffer are selected until 20 components have been reached. Instruments that are primary listed on more than one stock exchange
and generate less than 50% of their total turnover at SIX Swiss Exchange, need to fulfill additional liquidity criteria in order
to be selectable for the SMI. For this purpose, all components of the SPI are ranked based on their cumulated order book turnover
over the past 12 months relative to the total turnover of the index universe. For this list, only turnovers of stock exchanges
are considered where the instrument is primary listed. Such an instrument with several primary listings must rank among the first
18 components on the order book turnover list in order to be selectable for the SMI. Such an instrument is excluded from the SMI
once it reaches 23 or lower.
Standards for Admission and Exclusion
To ensure that the composition of the SMI maintains a high
level of continuity, the stocks contained within it are subject to a special admission and exclusion procedure. This is based on
the criteria of free-float market capitalization and liquidity. The index-basket adjustments which arise from this procedure are,
as a rule, made once per year.
The securities included in the SMI are weighted according to
their free-float. The free-float is calculated only for shares with voting rights. This means that large positions in a security
that reach or exceed the threshold of 5% and are held in firm hands are subtracted from the total market capitalization. The following
positions in a security are deemed to be held in firm hands:
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•
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Shareholding that has been acquired by one person or a group of persons who are subject to a shareholder or lockup agreement.
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•
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Shareholding that has been acquired by one person or a group of persons who according to publicly known facts, have a long-term
interest in a company.
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The free-float is calculated on the basis of outstanding shares.
Issued and outstanding equity capital is, as a rule, the total amount of equity capital that has been fully subscribed, wholly
or partially paid in and documented in the Commercial Registry. Neither conditional nor approved capital is counted as issued and
outstanding equity capital. The free-float is calculated on the basis of listed shares only. Where a company has different categories
of listed participation rights, these are considered separately for the free-float calculation.
Exceptions
The positions in a security held by institutions of the following
kind are deemed free-floating:
The SIX Swiss Exchange classifies at its own discretion persons
and groups of persons who, because of their area of activity or the absence of important information, cannot be clearly assigned.
Capped Notes with Absolute Return Buffer
|
TS-21
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
Ordinary Index Review
Each year on the third Friday of September, the composition
of the SMI is updated in the ordinary index review based on the selection list of June. With the cut-off dates on March 31, September
30 and December 31, a provisional selection list is created, which serves as the basis for the adjustment of extraordinary corporate
actions. The number of securities and free-float shares are adjusted on four ordinary adjustment dates a year: the third Friday
in March, June, September and December.
Extraordinary Corporate Actions
An extraordinary corporate action is an initial public offering
(“IPO”), merger and acquisition activity, spin-off, insolvency or any other event that leads to a listing or
delisting. An extraordinary corporate action has an ex-date, but its effect can usually not be calculated by a generic predefined
formula. In most cases, an extraordinary corporate action leads to a new listing or delisting and subsequently there is a change
in the composition of the SMI and in the component weights of the composition of the SMI.
Newly listed instruments that fulfill the selection rules of
the SMI, are extraordinarily included in the SMI on their second trading day and the SMI is adjusted with the free-float market
capitalization at the close of the first trading day. The extraordinary inclusion of a newly listed instrument in the SMI can lead
to an extraordinary replacement of an existing index component. Extraordinary inclusions are implemented after a notification period
of 5 trading days. The adjusted cap factors are implemented after a notification period of generally 5 trading days, but no less
than one trading day.
If an IPO of a real estate instrument leads to an extraordinary
inclusion, it is included in the SMI in three equal stages. This is achieved by the gradual increase of the number of shares or
the free-float factor over three trading days starting on the second trading day.
In case of a delisting, the exclusion of an index component
is made, if possible, on the next ordinary index review date on the third Friday of March, June, September or December. However,
if the delisting would be effective before the ordinary index review, the component is excluded from the SMI on the effective date
of the delisting. If a component is excluded from the SMI outside of the ordinary index review, it is replaced by the best-ranked
candidate on the selection list that is not yet part composition of the SMI in order to maintain a stable number of components
within the SMI. Extraordinary exclusions are implemented after a notification period of 5 trading days. Adjusted cap factors are
implemented after a notification period of generally 5 trading days, but no less than one trading day.
Extraordinary inclusions in the SMI take place if the selection
rules for the SMI are fulfilled after a three-month period. This occurs on a quarterly basis after the close of trading on the
third Friday of March, June, September and December as follows:
Latest
Listing Date
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Earliest
Extraordinary Acceptance Date
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5 trading days prior to the end of November
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March
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5 trading days prior to the end of February
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June
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5 trading days prior to the end of May
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September
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5 trading days prior to the end of August
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December
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In the case of major market changes as a result of a corporate
action, an instrument may be admitted to the SMI outside of the accepted admission period as long as it clearly fulfills the index
selection rules. For the same reasons, a component can be excluded if the requirements for admission to the SMI are no longer fulfilled.
Calculation of the SMI
The SMI is calculated using the Laspeyres
method with the weighted arithmetic mean of a defined number of securities issues. The index level is calculated by dividing the
market capitalizations of all securities included in the SMI by a divisor:
where t is current day; s is current time on day t; Is
is the current index level at time s; Dt is the divisor on day t; M is the number of issues in the SMI; pi,s
is the last-paid price of security i; xi,t is the number of shares of security i on day t; fi,t is
the free-float for security i on day t; Ki,t is the capping factor for security i on day t and rs is the
current CHF exchange rate at time s.
Capped Notes with Absolute Return Buffer
|
TS-22
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The divisor is a technical number used to calculate the SMI.
If the market capitalization changes due to a corporate event, the divisor changes while the index value remains the same. The
new divisor is calculated on the evening of the day before the corporate event takes effect.
In calculating the SMI, the last-paid price is taken into account.
If no price has been paid on the day of calculation, the previous day’s price is used. Only the prices achieved via the electronic
order book of the SIX Swiss Exchange are used.
The trading hours for Swiss equities, participation certificates
and bonus certificates are determined by the SIX Swiss Exchange. Since the opening phase usually causes strong price fluctuations,
the SMI is first calculated two minutes after the start of on order book trading. This index level is called the “open.”
A closing auction takes place ten minutes before close of trading. At the close of trading, the final closing prices used in calculating
the closing level of the SMI are established.
Component Weighting
The SMI is weighted by the free-float market capitalization
of its components. The number of shares and the free-float factor are reviewed on a quarterly basis. In the same context, each
component of the SMI with a free-float market capitalization larger than 18% of the total market capitalization of the index is
capped to that weight of 18%.
Additionally, the components of the index are capped to 18%
between two ordinary index reviews as soon as two components exceed a weight of 20% each. If such an intra quarter breach is observed
after the close of markets, the new cap factors are calculated so that any component has a maximum weight of 18%. This cap factor
is set to be effective after the close of the following trading day.
If an issuer has issued more than one equity instrument (e.g.,
registered shares, bearer shares, participation certificates, bonus certificates), it is possible that one issuer is represented
in the SMI with more than one instrument. In this case, the free-float market capitalization of those instruments is cumulated
for the calculation of the cap factors. If the cumulated index weight exceeds the 18% threshold, the weight is capped accordingly.
The cumulated, capped index weight is distributed proportionally based on the free-float market capitalization of those instruments.
Capped Notes with Absolute Return Buffer
|
TS-23
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance
of the SMI Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October 31,
2019, the closing level of the SMI Index was 10,219.82.
Historical Performance of the SMI Index
This historical data on the SMI Index is not necessarily
indicative of the future performance of the SMI Index or what the value of the notes may be. Any historical upward or downward
trend in the level of the SMI Index during any period set forth above is not an indication that the level of the SMI Index is more
or less likely to increase or decrease at any time over the term of the notes.
License Agreement
“SIX Swiss Exchange AG (“SIX
Swiss Exchange”) and its licensors (“Licensors”) have no relationship to us, other than the licensing of the
Swiss Market Index (SMI®) and the related trademarks to Wells Fargo & Company, our parent company, for use in
connection with the notes.
SIX Swiss Exchange and its Licensors
do not: sponsor, endorse, sell or promote the notes; recommend that any person invest in the notes; have any
responsibility or liability for or make any decisions about the timing, amount or pricing of notes; have any responsibility or
liability for the administration, management or marketing of the notes; consider the needs of the notes or the owners of the notes
in determining, composing or calculating the Swiss Market Index (SMI®) or have any obligation to do so.SIX Swiss
Exchange and its Licensors give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with
the notes or their performance.
SIX Swiss Exchange does not assume any
contractual relationship with the purchasers of the notes or any other third parties.
Specifically, SIX Swiss Exchange and
its Licensors do not give any warranty, express or implied, and exclude any liability for: the results to be obtained by the notes,
the owner of the notes or any other person in connection with the use of the Swiss Market Index (SMI®) and the data
included in the Swiss Market Index (SMI®); the accuracy, timeliness, and completeness of the Swiss Market Index
(SMI®) and its data; the merchantability and the fitness for a particular purpose or use of the Swiss Market Index
(SMI®) and its data; the performance of the notes generally.
SIX Swiss Exchange and its Licensors
give no warranty and exclude any liability, for any errors, omissions or interruptions in the Swiss Market Index (SMI®)
or its data. Under no circumstances will SIX Swiss Exchange or its Licensors be liable (whether in negligence or otherwise) for
any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions
or interruptions in the Swiss Market Index (SMI®) or its data or generally in relation to the notes, even in circumstances
where SIX Swiss Exchange or its Licensors are aware that such loss or damage may occur. The licensing Agreement between Wells Fargo
& Company and SIX Swiss Exchange is solely for their benefit and not for the benefit of the owners of the Swiss Market Index
(SMI®) or any other third parties.”
The S&P/ASX 200 Index
Capped Notes with Absolute Return Buffer
|
TS-24
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The S&P/ASX 200 Index is designed to be
the primary gauge for the Australian equity market, and it is recognized as an investable benchmark in Australia. The S&P/ASX
200 Index measures the performance of the 200 largest and most liquid index-eligible stocks listed on the Australian Securities
Exchange (the “ASX”) by float-adjusted market capitalization, and is widely considered Australia’s benchmark
index. The index is float-adjusted, covering approximately 80% of Australian equity market capitalization. S&P Dow Jones Indices
LLC (“S&P Dow Jones”) is the index sponsor of the S&P/ASX 200 Index.
The S&P/ASX 200 Index does not reflect
the payment of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you
would receive if you were able to purchase such underlying stocks and hold them until maturity.
Composition of the S&P/ASX 200 Index
The S&P/ASX 200 Index is designed to be the primary gauge
for the Australian equity market, and it is recognized as an investable benchmark in Australia. The S&P/ASX 200 Index measures
the performance of the 200 largest and most liquid index-eligible stocks listed on the Australian Securities Exchange (the “ASX”)
by float-adjusted market capitalization.
The S&P/ASX 200 Index weights companies according to the
Global Industry Classification Standard (“GICS®”), which creates uniform ground rules for replicable,
custom-tailored, industry-focused portfolios. It also enables meaningful comparisons of sectors and industries across regions.
Eligibility Criteria
The index companies are drawn from the universe of ordinary
and preferred equity stocks listed on ASX. The criteria for index additions include, but are not limited to:
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Listing. Only securities listed on the ASX are considered for inclusion in the S&P/ASX 200 Index;
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Eligible Securities. Common and equity preferred stocks (which are not of a fixed income nature) are eligible for inclusion
in the S&P/ASX 200 Index. Hybrid stocks, such as convertible stock, bonds, warrants and preferred stock that provide a guaranteed
fixed return, are not eligible. Listed investment companies (LICs) that invest in a portfolio of securities are not eligible. Companies
that are currently under consideration for merger or acquisition are not eligible.
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•
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Market Capitalization. The market capitalization criterion for stock inclusion is based upon the daily average market
capitalization of a security over the last six months. The stock price history (last six months), latest available shares on issue
and the investable weight factor (“IWF”) are the relevant variables for the calculation. The IWF is a variable
that is primarily used to determine the available float of a security for ASX listed securities; and
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Liquidity. Only securities that are regularly traded are eligible for inclusion in the S&P/ASX 200 Index. A stock’s
liquidity is measured relative to its peers. Relative Liquidity is calculated as follows:
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Where:
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•
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Stock Median Liquidity is the median daily value traded for each stock divided by the average float/index weight-adjusted market
capitalization for the previous six months; and
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Market Liquidity is determined using the market capitalization weighted average of the stock median liquidities of the 500
companies in the All Ordinaries index, an index that includes nearly all ordinary shares listed on the ASX.
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Stocks must have a minimum Relative Liquidity of 50% to be
included in the S&P/ASX 200 Index.
Rebalancing. Rebalancing of the S&P/ASX 200 Index
occurs on a regular basis. Both market capitalization and liquidity are assessed using the previous six months’ worth of
ASX trading data to determine index eligibility. Shares and IWFs updates are also applied regularly. The reference date used for
the six months’ worth of trading data is the last Friday of the month prior to the rebalancing, except for the September
rebalancing where the reference date for data used is the second to last Friday of August.
Frequency. The S&P/ASX 200 Index constituents are
rebalanced quarterly to ensure adequate market capitalization and liquidity. Quarterly rebalancing changes take effect after the
market close on the third Friday of March, June, September and December.
Buffers. In order to limit the level of index turnover,
eligible non-constituent securities will generally only be considered for index inclusion once a current constituent stock is excluded
due to a sufficiently low rank and/or liquidity, based on the float-adjusted market capitalization. Potential index inclusions
and exclusions need to satisfy a buffer requirement in terms of the rank of the stock relative to the S&P/ASX 200 Index. The
following buffer aims to limit the level of index turnover that may take place at each quarterly rebalancing, maximizing the efficiency
and limiting the cost associated with holding the index portfolio.
Capped Notes with Absolute Return Buffer
|
TS-25
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
Addition
|
Rank Buffer
for Deletion
|
179th or higher
|
221st or lower
|
This float-adjusted market capitalization rank buffer serves
as the guideline used by the Index Committee to arrive at any potential constituent changes to the S&P/ASX 200 Index. However,
the Index Committee has complete discretion to by-pass these rules when circumstances warrant.
Intra-Quarter Additions/Deletions. Between rebalancing
dates, an addition to the S&P/ASX 200 Index is generally made only if a vacancy is created by an index deletion. Index additions
are made according to market size and liquidity. An initial public offering is added to the S&P/ASX 200 Index only when an
appropriate vacancy occurs and is subject to proven liquidity for at least eight weeks. An exception may be made for extraordinary
large offerings where sizeable trading volumes justify inclusion. Deletions can occur between index rebalancing dates due to acquisitions,
mergers and spin-offs or due to suspension or bankruptcies. The decision to remove a stock from the S&P/ASX 200 Index will
be made once there is sufficient evidence that the transaction will be completed. Stocks that are removed due to mergers &
acquisitions activity are removed from the S&P/ASX 200 Index at the cash offer price for cash-only offers. Otherwise the best
available price in the market is used.
Share Updates. The share count for all index constituents
are reviewed quarterly and are rounded to the nearest thousand (‘000) for all Australian stocks. Updates will be made to
the number of shares outstanding if the difference between the current number of shares used and the latest figure quoted by the
ASX differs by 5% or more, as at the quarterly rebalance reference date. Intra-quarter share changes are implemented at the effective
date or as soon as reliable information is available; however, they will only take place in the following circumstances:
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•
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Changes in a company’s shares outstanding of 5% or more due to market-wide shares issuance or major off-market buy-backs;
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•
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Rights issues, bonus issues and other major corporate actions; and
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•
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Share issues resulting from index companies merging.
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Share changes due to mergers or acquisitions are implemented
when the transaction occurs, even if both of the companies are not in the same index and regardless of the size of the change.
Notification of intra quarter changes to the number of issued
shares generally takes place three business days prior to the implementation date.
Calculation of the S&P/ASX 200 Index
The S&P/ASX 200 Index is calculated using a base-weighted
aggregate methodology so that the level of the S&P/ASX 200 Index reflects the total market value of all the component stocks
relative to a particular base period. The total market value of a company is determined by multiplying the price of its stock by
the number of shares available after float (IWF) adjustment. An indexed number is used to represent the result of this calculation
in order to make the value easier to work with and track over time.
Investable Weight Factor (IWF).A stock’s weight
in the S&P/ASX 200 Index is determined by the float-adjusted market capitalization of the stock. The number of shares outstanding
is reduced to exclude closely held shares from the index calculation because such shares are not available to investors. The S&P/ASX
200 Index calculates an IWF, which is the percentage of total shares outstanding that are included in the index calculation. All
constituents in the S&P/ASX 200 Index are assigned an IWF. A company must have a minimum IWF of 0.3 to be eligible for index
inclusion, however an IWF at or above that level is not necessary for ongoing index membership. IWFs are reviewed annually as part
of the September quarterly review. However, any event that alters the float of a security in excess of 5% will be implemented as
soon as practicable by an adjustment to the IWF.
On any given day, the S&P/ASX 200 Index value is the quotient
of the total available market capitalization of its constituents and its divisor. The key to index maintenance is the adjustment
of the divisor. The purpose of the index divisor is to maintain the continuity of an index level following the implementation of
corporate actions, index rebalancing events, or other non-market driven actions. Index maintenance – reflecting changes in
shares outstanding, corporate actions, addition or deletion of stocks to the index – should not change the level of the index.
Any change to the stocks in the index that alters the total market value of the index while holding stock prices constant will
require a divisor adjustment.
Index Governance
The S&P/ASX 200 Index is maintained by the S&P/ASX
Index Committee. S&P Dow Jones chairs the Index Committee, which is comprised of five voting members representing both S&P
Dow Jones and the ASX.
The S&P/ASX Index Committee meets regularly to review market
developments and convenes as needed to address major corporate actions. At each meeting, the Index Committee may review pending
corporate actions that may affect index constituents, statistics comparing the composition of the index to the market, companies
that are being considered as candidates for addition to the index, and
Capped Notes with Absolute Return Buffer
|
TS-26
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Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
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any significant market events. In addition, the Index Committee
may revise index policy covering rules for selecting companies, treatment of dividends, share counts or other matters.
The index committee of the S&P/ASX 200 Index reserves the
right to make exceptions when applying the methodology if the need arises. At least once within any twelve-month period, they review
the methodology to ensure that the S&P/ASX 200 Index continues to achieve the stated objectives, and that the data and methodology
remain effective.
Capped Notes with Absolute Return Buffer
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TS-27
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance
of the S&P/ASX 200 Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from
Bloomberg L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P.
On October 31, 2019, the closing level of the S&P/ASX 200 Index was 6,663.374.
Historical Performance of the S&P/ASX
200 Index
This historical data on the S&P/ASX 200 Index is not
necessarily indicative of the future performance of the S&P/ASX 200 Index or what the value of the notes may be. Any historical
upward or downward trend in the level of the S&P/ASX 200 Index during any period set forth above is not an indication that
the level of the S&P/ASX 200 Index is more or less likely to increase or decrease at any time over the term of the notes.
License Agreement
Wells Fargo & Company, our parent company,
and S&P Dow Jones have entered into a non-transferable, non-exclusive license agreement providing for the license to Wells
Fargo & Company and certain of its affiliated or subsidiary companies (including us), in exchange for a fee, of the right to
use the S&P/ASX 200 Index in connection with the issuance of the notes.
The license agreement between Wells Fargo
& Company and S&P Dow Jones provides that the following language must be stated in this term sheet:
“The notes are not sponsored, endorsed,
sold or promoted by S&P Dow Jones or its third party licensors. Neither S&P Dow Jones nor its third party licensors makes
any representation or warranty, express or implied, to the owners of the notes or any member of the public regarding the advisability
of investing in notes generally or in the notes particularly or the ability of the S&P/ASX 200 Index to track general stock
market performance. S&P Dow Jones’ and its third party licensor’s only relationship to Wells Fargo & Company
is the licensing of certain trademarks and trade names of S&P Dow Jones and the third party licensors and of the S&P/ASX
200 Index which is determined, composed and calculated by S&P Dow Jones or its third party licensors without regard to Wells
Fargo & Company or the notes. S&P Dow Jones and its third party licensors have no obligation to take the needs of Wells
Fargo & Company or the owners of the notes into consideration in determining, composing or calculating the S&P/ASX 200
Index. Neither S&P Dow Jones nor its third party licensors is responsible for and has not participated in the determination
of the prices and amount of the notes or the timing of the issuance or sale of the notes or in the determination or calculation
of the equation by which the notes is to be converted into cash. S&P Dow Jones has no obligation or liability in connection
with the administration, marketing or trading of the notes.
NEITHER S&P DOW JONES, ITS AFFILIATES
NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P/ASX 200 INDEX OR ANY
DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC
COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO
ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS,
THE S&P/ASX 200 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P
DOW JONES, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
Capped Notes with Absolute Return Buffer
|
TS-28
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The Hang Seng® Index
The Hang Seng® Index (the “HSI
Index”) is a free float adjusted market capitalization weighted index of selection of companies from The Stock Exchange of
Hong Kong Ltd. (the “HKSE”). The components of the index are divided into four sub-indices: commerce and industry,
finance, utilities, and properties. The index was developed with a base level of 100 as of July 31, 1964 and is designed to
be an indicator of the performance of the Hong Kong stock market. Hang Seng Indexes Company Limited (formerly HSI Services Limited)
is the index sponsor of the HSI Index.
The HSI Index does not reflect the payment
of dividends on the stocks underlying it and therefore the payment on the notes will not produce the same return you would receive
if you were able to purchase such underlying stocks and hold them until maturity.
Standards for Listing and Maintenance
Only companies with a primary listing on
the main board of the HKSE are eligible as constituents of the HSI Index. Mainland China enterprises that have an H-share listing
in Hong Kong are eligible for inclusion in the HSI Index only if the company has no unlisted share capital.
To be eligible for selection, a company:
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•
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must be among those companies that constitute the top
90% of the total market capitalization of all eligible shares listed on the HKSE (market capitalization is expressed as an average
of the past 12 months);
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•
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must be among those companies that constitute the top
90% of the total turnover of all eligible shares listed on the HKSE (turnover is aggregated and individually assessed for eight
quarterly sub-periods over the past 24 months);
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•
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must not be the subject of a high shareholder concentration
notice from the Hong Kong Securities and Futures Commission; and
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•
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should normally have a listing history of at least
24 months on the HKSE or meet the requirements of the following guidelines: for newly listed large-cap stocks, the minimum listing
time required for inclusion in the stock universe for the HSI Index review is as follows:
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Average
Market Capitalization
Ranking at Time of Review
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Minimum
Listing History
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Top 5
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3 Months
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6-15
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6 Months
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16-20
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12 Months
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21-25
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18 Months
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Below 25
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24 Months
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Companies meeting all eligibility requirements
will be considered for inclusion and their candidacy will be assessed on the following criteria:
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•
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the market value and turnover ranking of the company;
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•
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the representation of the sub-sectors within the HSI
Index directly reflecting that of the market; and
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•
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the financial performance of the company.
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The number of constituents is fixed at
50.
Should a company that is scheduled to be
added as a constituent but the Securities and Futures Commission subsequently issued a high shareholding concentration notice on
the company before the scheduled addition date, it generally will not be added to the HSI Index. The companies that are included
in the Securities and Futures Commission “High Shareholding Concentration Announcements” can be reconsidered for regaining
their eligibility for constituency in the HSI Index if the company issues a voluntary announcement entitled “Resolving of
High Shareholding Concentration” to state that the high shareholding concentration issue has been resolved, with proper disclosure
on the actions taken and the updated shareholding status. The company will be eligible for reconsideration to regain their constituency
in the next index review following an observation period of 12 months after the voluntary disclosure.
Whether to remove a suspended constituent
from the HSI Index and replace it with an appropriate candidate will be determined in the regular index review. Should a suspended
constituent be removed from the HSI Index, its last traded price may be adjusted down to the system lowest price, i.e. $0.0001
in the security’s price currency, or an official residual price (if available) for index calculation on the trading day preceding
the effective date of the constituent changes.
Capped Notes with Absolute Return Buffer
|
TS-29
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
Calculation of the HSI Index
The HSI Index is calculated using a free
float adjusted market capitalization weighted methodology with a 10% cap on individual stock weightings.
The formula for the index calculation is
shown below:
current
index
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=
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current aggregate
free
float adjusted market
capitalization of
constituents
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×
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yesterday’s closing index
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yesterday’s aggregate
free float adjusted market
capitalization of
constituents
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=
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∑(Pt
× IS × FAF × CF)
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×
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yesterday’s
closing index
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∑(Pt-1
× IS × FAF × CF)
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where:
Pt : current price at day t;
Pt-1 : closing price at day t-1;
IS : number of issued shares (in the case of H-share constituents, only the H-share portion is taken into calculation);
FAF : free float adjusted factor, which is between 0 and
1; and
CF : capping factor,
which is between 0 and 1.
Free float Adjustments. Shares held
by any entities (excluding custodians, trustees, mutual funds and investment companies) that control more than 5% of the shareholdings
would be considered as non-free float and are excluded from the index calculation. These include strategic holdings (holdings by
governments and affiliated entities or any other entities that hold substantial shares in the company would be considered as non-free
float unless otherwise proved), directors’ and management holdings (holdings by directors, members of the board committee,
principal officers or founding members), corporate cross holdings (holdings by publicly traded companies or private firms or institutions)
and lock-up shares (shareholdings with a publicly disclosed lock-up arrangement). Lock-up shares with trading restrictions are
classified as non-free float, regardless of the shareholding percentage.
The free float adjusted factor represents
the proportion of shares that is free floated as a percentage of the issued shares. The free float adjusted factor is rounded up
to the nearest 1% if it is less than 10%; otherwise, it is rounded to the nearest 5%. For companies with more than one class of
shares, the free float adjusted factor is calculated separately for each class of shares.
Cap Factor. A cap factor (“CF”)
is calculated quarterly, such that no individual constituent in an index will have a weighting exceeding a cap level of 10% on
the index capping date.
Index Rebalancing. The update of the
issued shares, adjustment of the free float adjusted factor and calculation of the cap factor are undertaken quarterly. In addition,
the issued shares will be updated simultaneously with the index adjustment for corporate actions, such as bonus issues, rights
issues, stock splits and stock consolidations. Ad hoc rebalancing will be conducted if a constituent’s issued shares and/or
free float adjusted factor is substantially different from the production data.
Capped Notes with Absolute Return Buffer
|
TS-30
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|
The following graph shows the daily historical performance of
the HSI Index in the period from January 1, 2009 through October 31, 2019. We obtained this historical data from Bloomberg L.P.
We have not independently verified the accuracy or completeness of the information obtained from Bloomberg L.P. On October 31,
2019, the closing level of the HSI Index was 26,906.72
Historical Performance of the HSI Index
This historical data on the HSI Index is not necessarily indicative
of the future performance of the HSI Index or what the value of the notes may be. Any historical upward or downward trend in the
level of the HSI Index during any period set forth above is not an indication that the level of the HSI Index is more or less likely
to increase or decrease at any time over the term of the notes.
License Agreement
Wells Fargo & Company, our parent company,
and Hang Seng® Indexes Company Limited have entered into an agreement providing Wells Fargo & Company and certain
of its affiliated or subsidiary companies (including us) a non-exclusive license and, for a fee, with the right to use the HSI
Index, which is owned and published by Hang Seng® Indexes Company, in connection with certain securities, including
the notes.
The license agreement provides that the following
information must be set forth in this term sheet:
The HSI Index is published and compiled by Hang Seng® Indexes Company Limited pursuant to a license from Hang Seng
Data Services Limited. The mark and name of the HSI Index are proprietary to Hang Seng Data Services Limited. Hang Seng®
Indexes Company Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the HSI Index by us in
connection with the notes, BUT NEITHER HANG SENG® INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED
WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE NOTES OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS
OF THE HSI INDEX AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF
THE HSI INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF
THE HSI INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND
WHATSOEVER RELATING TO THE HSI INDEX IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of the
HSI Index and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by Hang
Seng® Indexes Company Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR
LIABILITY IS ACCEPTED BY HANG SENG® INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT
OF THE USE OF AND/OR REFERENCE TO THE HANG SANG INDEX BY US IN CONNECTION WITH THE NOTES; OR (ii) FOR ANY INACCURACIES, OMISSIONS,
MISTAKES OR ERRORS OF HANG SENG® INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE HSI INDEX; OR (iii) FOR
ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE
HSI INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED
BY ANY BROKER OR HOLDER OF THE NOTES OR ANY OTHER PERSON DEALING WITH THE NOTES AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS,
ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG® INDEXES COMPANY LIMITED AND/OR HANG SENG DATA
SERVICES LIMITED in connection with the notes in any manner whatsoever by any broker, holder or other person dealing with the
notes. Any broker, holder or other person dealing with the notes does so therefore in full knowledge of this disclaimer and can
place no reliance whatsoever on Hang Seng® Indexes Company Limited and Hang Seng Data Services Limited. For the
avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder
or other person and Hang Seng® Indexes Company Limited and/or Hang Seng Data Services Limited and must not be construed
to have created such relationship.
Capped Notes with Absolute Return Buffer
|
TS-31
|
Capped Notes with Absolute Return Buffer
Linked to an International Equity Index Basket, due November , 2022
|
|