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SUMMARY OF THE NOTES
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1
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Specified Currency:
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Mexican Peso (“MXN”), the lawful currency of The United Mexican States, subject to the provisions set out in Annex B hereto
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2
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Nominal Amount:
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MXN 2,000,000,000
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3
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Type of Note:
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Zero Coupon
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4
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Issue Date:
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20 January 2026
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5
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Issue Price:
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31.86 per cent. of the Nominal Amount
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6
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Maturity Date:
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20 January 2038, subject to the Redemption at Issuer’s option provisions below, subject to the provisions set out in Annex B hereto
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7
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Fungible with existing Notes:
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No
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FORM OF THE NOTES
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8
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Form of Note:
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Registered
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9
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New Global Note:
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No
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10
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Specified Denomination:
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MXN 200,000
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11
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Exchange of Bearer Notes:
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Not Applicable
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12
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(a) Talons for future Coupons to be attached to definitive
Bearer Notes:
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Not Applicable
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(b) Date(s) on which the Talons mature:
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Not Applicable
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13
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(a) Depositary for and registered holder of Registered
Global Note:
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Registered Global Note to be deposited with a common depositary for Euroclear and Clearstream, Luxembourg and registered in the name of Citivic Nominees Limited as nominee for the common depositary.
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(b) Exchange of Registered Global Note:
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Registered Global Note will only be exchangeable for definitive Registered Notes upon 45 days’ written notice in the limited circumstances as described on page 42 of the Offering Circular.
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PROVISIONS RELATING TO INITIAL PAYMENT
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14
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Partly Paid Notes:
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No
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PROVISIONS RELATING TO INTEREST
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15
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Interest Commencement Date:
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Not Applicable
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16
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Fixed Rate Notes:
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Not Applicable
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17
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Zero Coupon Notes:
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Applicable
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(a) Accrual Yield:
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10.00 per cent. per annum
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(b) Reference Price:
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31.86 per cent. of the Nominal Amount
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(c) Other formula or basis for determining Amortised
Face Amount:
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Not Applicable
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(d) Business Day Convention:
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Following Business Day
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(e) Day Count Fraction in relation to Early Redemption
Amounts and late payment:
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Conditions 5(d)(iii) and 5(h) apply
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18
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Floating Rate Notes and Indexed Notes:
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Not Applicable
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PROVISIONS REGARDING PAYMENTS/DELIVERIES
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19
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Definition of “Payment Day” for the purpose of Condition 6(e) if different to that set out in Condition 6:
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Condition 6(e) applies and, for the avoidance of doubt, Mexico City shall be the principal financial centre. London and New York City shall be additional business centres, subject to the provisions set out
in Annex B hereto
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20
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Dual Currency Notes:
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Not Applicable
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21
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Physically Settled Notes:
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Not Applicable
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PROVISIONS REGARDING REDEMPTION/MATURITY
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22
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(a) Redemption at Issuer’s option:
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Yes
The Issuer has the right to redeem the Notes (in whole but not in part) on an Optional Redemption Date at the Optional Redemption Amount (each as defined below) by giving notice to the Agent of such
redemption not less than five (5) Business Days (as defined below) prior to the relevant Optional Redemption Date.
The Agent shall give notice of such redemption to the holders of the Notes as soon as practicable, but in any event not later than two (2) Business Days thereafter in accordance with Condition 5(b) (except
that the timing of such notice as referred to therein shall be amended as set out above).
Where:
“Business Day” means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London, Mexico City and New York City.
“Optional Redemption Amount” means in respect of each Note, the Specified Denomination multiplied by the percentage as set out in Annex A (Optional Redemption
Schedule) in the column entitled “Optional Redemption Amount” corresponding to the relevant Optional Redemption Date.
“Optional Redemption Date” means each date as set out in Annex A (Optional Redemption Schedule), subject to adjustment in accordance with the Following Business Day
Convention.
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(b) Redemption at Noteholder’s option:
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No
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23
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(a) Final Redemption Amount per Specified
Denomination (other than an Indexed or Formula
Note where the index or formula applies to the
redemption amount):
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100 per cent. per Specified Denomination and subject to the Redemption at Issuer’s option provisions above and subject to the provisions set out in Annex B hereto
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(b) Final Redemption Amount for each Indexed Note
where the Index or Formula applies to the Final
Redemption Amount:
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Not Applicable
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24
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Instalment Note:
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Not Applicable
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25
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Early Redemption Amount for each Note payable on an event of default:
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Condition 5(d) applies, subject to the provisions set out in Annex B hereto.
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DISTRIBUTION, CLEARING AND SETTLEMENT PROVISIONS
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26
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Method of distribution:
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Non-syndicated
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27
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If Syndicated, names and addresses of Managers or, if Non-Syndicated name and address of the Dealer:
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Goldman Sachs International
Plumtree Court
25 Shoe Lane
London
EC4A 4AU
United Kingdom
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28
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Date of Syndication Agreement:
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Not Applicable
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29
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Stabilising Manager(s):
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Not Applicable
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30
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Additional selling restrictions:
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Not Applicable
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31
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Details of additional/alternative clearing system approved by the Issuer and the Agent:
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Not Applicable
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32
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Intended to be held in a manner which would allow Eurosystem eligibility:
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No
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33
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Common Code:
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326961922
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ISIN Code:
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XS3269619220
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CUSIP Number:
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Not Applicable
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34
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Listing:
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to be admitted to trading on the London Stock Exchange
plc’s Regulated Market.
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35
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In the case of Notes denominated in the currency of a country that subsequently adopts the euro in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union,
whether the Notes will include a redenomination clause providing for the redenomination of the Specified Currency in euro (a “Redenomination Clause”), and, if so specified, the wording of the Redenomination Clause in full and any wording
in respect of redenominalisation and/or consolidation (provided they are fungible) with other Notes denominated in euro.
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Not Applicable
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36
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Additional Information:
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The provisions set out in Annex B shall apply to the Terms and Conditions in accordance herewith.
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37
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Total Commissions:
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Not Applicable
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By:
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/s/ Stefan Filip |
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Authorised signatory
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1
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LISTING
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Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the UK Financial Conduct Authority and to trading on the London Stock Exchange plc’s Regulated
Market with effect from 20 January 2026 or as soon as practicable thereafter. No assurance can be given that such listing and admission to trading will be obtained on such date, or, if obtained, that it will be maintained.
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2
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RATINGS
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The Issuer and/or its debt obligations have been assigned an AAA credit rating from S&P Global Ratings Europe Limited (“S&P”), an Aaa credit rating from
Moody’s Investors Service Ltd. (“Moody’s”) and an AAA credit rating from Fitch Ratings Ltd. (“Fitch”). As defined by S&P, an “AAA” rating means that the ability of the Issuer to meet its financial commitment on its obligations is extremely strong. As defined by Moody’s, an “Aaa” rating means
that the Issuer’s ability to meet its financial obligations is judged to be of the highest quality, with minimal credit risk. As defined by Fitch, an “AAA” rating denotes the lowest expectation of credit risk and means that the Issuer has
an exceptionally strong capacity for timely payment of its financial commitments.
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3
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INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
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Save as discussed in the section headed “Subscription and Sale” in the Offering Circular, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
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4
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REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
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(i) Reasons for the offer:
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The net proceeds of the issue of the Notes (which are expected to be MXN 637,200,000.00) will be included in the ordinary capital resources of the Issuer and used in its ordinary operations.
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(ii) Estimated net proceeds:
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MXN 637,200,000.00
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(iii) Estimated total expenses:
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£4,000
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5
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HISTORIC INTEREST RATES
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Not Applicable
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6
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PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
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Not Applicable
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7
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PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT
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Not Applicable
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Optional
Redemption
Date
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Redemption Price
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20 January 2027
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35.05%
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20 January 2028
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38.55%
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20 January 2029
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42.41%
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20 January 2030
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46.65%
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20 January 2031
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51.32%
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20 January 2032
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56.45%
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20 January 2033
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62.09%
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20 January 2034
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68.30%
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20 January 2035
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75.13%
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20 January 2036
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82.64%
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20 January 2037
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90.91%
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| A. |
The Calculation Agent shall notify the Issuer and the Agent of its determination promptly after making such determination (but in no event later than 11:00 a.m. London time one Business Day after the last day of the relevant
Determination Period) whereupon the Agent shall promptly thereafter (but in no event later than one Business Day after receipt of the notice from the Calculation Agent) notify the Noteholders thereof (in accordance with Condition 13 of
the Notes), and
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| B. |
Noteholders will not be entitled to any amounts in respect of the Notes until the earlier to occur of (i) the day falling two Business Days after the day on which the Issuer is notified by the Calculation Agent that a Settlement
Disruption Event no longer subsists (in accordance with the paragraph below) and (ii) the Postponed Maturity Date, or the Postponed Early Redemption Date, as the case may be.
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| (i) |
the imposition of laws or regulations by the relevant central banking authority or other legislative, governmental or regulatory authority of United Mexican States which: (a) require non-residents of United Mexican States to obtain
permission from such central banking authority or other authority to obtain MXN, or (b) otherwise restrict a non-resident’s ability to obtain MXN, or (c) otherwise regulate the purchase or holding of MXN such that costs are imposed in
obtaining MXN which would not be imposed in the absence of such regulations, or (d) has the direct or indirect effect of hindering, limiting or restricting the transfer of MXN from United Mexican States to recipients resident in another
country;
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| (ii) |
Euroclear and/or Clearstream, Luxembourg suspend or cease acceptance of MXN as a settlement currency.
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