Korea Railroad Corporation
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KOREA RAILROAD CORPORATION Issue of U.S.$ 150,000,000 Floating Rate Notes due 2024 (the “Notes”) Issued pursuant to the U.S.$2,000,000,000 Medium Term Note Program Issue Price: 100% of the Aggregate Nominal Amount Issue Date: November 29, 2019 This investor package includes (a) the offering circular dated August 28, 2018 relating to the U.S.$2,000,000,000 Medium Term Note Program (the “Program”) as supplemented by the pricing supplement dated November 18, 2019 relating to the Notes (the “Offering Circular”), and (b) this document dated November 29, 2019 as the cover page to the Offering Circular (the “Investor Package”). The Notes will be issued by Korea Railroad Corporation (the “Issuer”). Application will be made to the Taipei Exchange (the “TPEx”) for the listing of, and permission to deal in, the Notes by way of debt issues to professional investors as defined under Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds of the ROC only and such permission is expected to become effective on or about November 29, 2019. TPEx is not responsible for the contents of this Investor Package and no representation is made by TPEx as to the accuracy or completeness of this Investor Package. TPEx expressly disclaims any and all liabilities for any losses arising from, or as a result of, the reliance on, all or part of the contents of this Investor Package. Admission for listing and trading of the Notes on the TPEx is not to be taken as an indication of the merits of the Issuer or the Notes. No assurance can be given that such applications will be granted. If the Notes fail to or cease to be listed on the TPEx, certain investors may not invest in, or continue to hold or invest in, the Notes. [Application will also be made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX- ST are not to be taken as an indication of the merits of the Issuer, the Program or the Notes.] Lead Manager Crédit Agricole Corporate and Investment Bank, Taipei Branch Co-Managers E.SUN Commercial Bank, Ltd. KGI Securities Co. Ltd. Mega International Commercial Bank Co., Ltd. President Securities Corporation SinoPac Securities Corporation Taishin International Bank Co., Ltd. November 29, 2019 IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS OUTSIDE THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the preliminary pricing supplement and the offering circular following this page (collectively, the “Offering Circular”), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES DESCRIBED HEREIN MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THIS OFFERING IS MADE SOLELY TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS PURSUANT TO REGULATION S THEREUNDER THE SECURITIES ACT. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON, IN WHOLE OR IN PART, ELECTRONICALLY OR OTHERWISE AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE THE SECURITIES DESCRIBED THEREIN. Confirmation of Your Representation: In order to be eligible to view the Offering Circular or make an investment decision with respect to the securities described herein, investors must not be located in the United States or be a non-U.S. person (within the meaning of Regulation S under the Securities Act). The Offering Circular is being sent at your request and by accepting the e-mail and accessing the Offering Circular, you shall be deemed to have represented to the Managers (as described in the Offering Circular) that you and any customers you represent are non-U.S. persons (as defined in Regulation S under the Securities Act) and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions and that you consent to delivery of such Offering Circular by electronic transmission. Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) — The Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of the Offering Circular to any other person. If this is not the case, you must return the Offering Circular to us immediately. The materials relating to the issue of the securities described herein do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the issue of the securities described herein be made by a licensed broker or dealer and any Manager or any affiliate of such Manager is a licensed broker or dealer in that jurisdiction, the issue of the securities described herein shall be deemed to be made by such Manager or such affiliate on behalf of the issuer in such jurisdiction. The Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Managers, nor any person who controls any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. You should not reply by e-mail to this distribution, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Pricing Supplement KOREA RAILROAD CORPORATION (a statutory juridical corporation organized under the laws of the Republic of Korea) Issue of U.S.$150,000,000 Floating Rate Notes due 2024 under the U.S.$2,000,000,000 Medium Term Note Program THE NOTES TO WHICH THIS PRICING SUPPLEMENT RELATES (THE “NOTES”) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ACCORDINGLY, THE NOTES WILL BE OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES TO NON- U.S. PERSONS IN RELIANCE ON REGULATION S. Lead Manager Crédit Agricole Corporate and Investment Bank, Taipei Branch Co-Managers E.SUN Commercial Bank, Ltd. KGI Securities Co. Ltd. Mega International Commercial Bank Co., Ltd. President Securities Corporation SinoPac Securities Corporation Taishin International Bank Co., Ltd. The date of this pricing supplement is November 18, 2019 and this pricing supplement was deemed effective on November 14, 2019 KOREA RAILROAD CORPORATION Issue of U.S.$150,000,000 Floating Rate Notes due 2024 under the U.S.$2,000,000,000 Medium Term Note Program This document constitutes the Pricing Supplement relating to the issue of Notes described herein.