MTR Corporation

Prospectus MTR Corporation Limited ࠰ಥ᚛༩Ϟࠢʮ̡ (a company incorporated on 26th April 2000 under the Companies Ordinance of Hong Kong with company number 714016) and MTR Corporation (C.I.) Limited (a company organised under the laws of the Cayman Islands on 30th October 2000) (Unconditionally and Irrevocably Guaranteed by MTR Corporation Limited) US$3,000,000,000 Debt Issuance Programme For the issue of Notes with maturities of between one month and 30 years On 22nd December 1993, Mass Transit Railway Corporation (“MTRC”) entered into a US$1,000,000,000 Debt Issuance Programme (the “Programme”). The maximum aggregate nominal amount of Notes (as defined below) which may be outstanding under the Programme was increased to US$2,000,000,000 with effect from 1st June 1999 and to US$3,000,000,000 with effect from 31st October 2006. On 30th June 2000 MTR Corporation Limited (“MTRCL” or “the Company”) replaced MTRC as the issuer of Notes under the Programme. All the assets and liabilities of MTRC vested in MTRCL and MTRCL has adopted all of the accounts of MTRC. MTR Corporation (C.I.) Limited (“MTR Cayman”) became an additional issuer of Notes under the Programme with effect from 9th April 2001 pursuant to an Amending and Restating Programme Agreement dated 9th April 2001 made between MTRCL, MTR Cayman and the Dealers named therein (MTRCL and MTR Cayman together being the “Issuers” and each an “Issuer”). This Prospectus supersedes any previous prospectus, listing particulars or offering circular describing the Programme. Any Notes issued under the Programme on or after the date of this Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued before the date of this Prospectus. Under the Programme MTRCL or MTR Cayman or any other entity that may be appointed as an additional issuer under the Programme, as the case may be, (the “relevant Issuer”) may from time to time issue Notes (the “Notes”) denominated in any currency agreed upon by the relevant Issuer and the relevant Dealer(s) (as defined herein). The Notes shall have maturities of between one month and 30 years (subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central bank or equivalent body (however called) or any laws or regulations applicable to the relevant currency) and, subject as set out herein, the maximum aggregate principal amount of all Notes from time to time outstanding will not exceed US$3,000,000,000 (or its equivalent in other currencies). The payment of all amounts payable in respect of Notes to be issued by MTR Cayman or any other entity that may be appointed as an additional issuer under the Programme will be unconditionally and irrevocably guaranteed by MTRCL (the “Guarantor”). The Notes will be offered through one or more of the Dealers specified herein and any additional Dealers appointed under the Programme from time to time (each a “Dealer” and together the “Dealers”) on a continuing basis whether in respect of the Programme generally or a particular issue of Notes. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for any Notes issued under the Programme during the 12 months immediately following the date of this Prospectus to be admitted to the Official List of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for any such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Market”). The Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Application has also been made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for listing of, and permission to deal in, any Notes issued under the Programme to professional investors during the 12 months immediately following the date of this Prospectus and for any such Notes to be listed on the Hong Kong Stock Exchange. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless the Notes are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. As at the date of this Prospectus, MTRCL and MTR Cayman’s debt ratings are (i) (P)Aa1 (for senior unsecured debt) and (P)P-1 (for short-term debt) by Moody’s Investors Service Hong Kong Limited (“Moody’s”); and (ii) AAA (for long term debt) and cnAAA (Greater China credit scale rating) by Standard & Poor’s Hong Kong Limited (“S&P”). Moody’s is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). Moody’s is affiliated to Moody’s Investors Service Ltd which is established in the European Union and is registered under the CRA Regulation. In its application for registration under the CRA Regulation, Moody’s Investors Service Ltd has sought authorisation to endorse the global scale credit ratings assigned by its non-EU entities, the result of which has not been determined. S&P is not established in the European Union and has not applied for registration under the CRA Regulation. Notice of the aggregate principal amount or interest (if any) payable in respect of the issue price of each Tranche (as defined below) of Notes will be given in a final terms supplement (the “Final Terms”) which, with respect to Notes to be admitted to the Official List, will be delivered to the UK Listing Authority and the London Stock Exchange and, with respect to Notes to be listed on the Hong Kong Stock Exchange, will be delivered to the Hong Kong Stock Exchange, in each case on or before the date of issue of such Notes. Copies of each Final Terms will (in the case of Notes to be admitted to the Official List) be available from the Business Research Centre operated by Primark at Fitzroy House, 13-15 Epworth Street, London EC2A 4DL, and (in any case) from the specified office of each of the Paying Agents (as defined herein). The Programme provides that Notes may be listed on such other or further stock exchanges as may be agreed between the relevant Issuer and the relevant Dealer(s), and may also be unlisted. Each Tranche of Notes with a maturity of more than 365 days will initially be represented by a temporary global note (each a “Temporary Global Note”), unless the applicable Final Terms specifies otherwise, and each Tranche with a maturity of 365 days or less will initially be represented by a permanent global note (each a “Permanent Global Note” and together with the Temporary Global Notes, the “Global Notes”), unless the applicable Final Terms specifies otherwise. Each Global Note will be deposited (a) in the case of a Tranche intended to be cleared through Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, socie´te´anonyme (“Clearstream”), on the issue date with a common depositary on behalf of Euroclear and Clearstream or (b) in the case of a Tranche intended to be cleared through CMU (as defined herein) or any other clearing system other than Euroclear or Clearstream or delivered outside a clearing system, as stipulated in the applicable Final Terms. Interests in Temporary Global Notes will be exchangeable for interests in Permanent Global Notes or, if specified in the Final Terms, for definitive Notes (“Definitive Notes”) in bearer or registered form. In the case of Notes in bearer form, such exchange will occur only after 40 days from the issue date upon certification as to non-US beneficial ownership. Interests in Permanent Global Notes will be exchangeable for Definitive Notes in bearer form (“Definitive Bearer Notes”) or for Definitive Notes in registered form (“Definitive Registered Notes”). Notes issued under the Programme may be rated or unrated. When an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to the Programme and (where applicable) such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes. Arranger J.P. Morgan Dealers ANZ Barclays BNP PARIBAS BofA Merrill Lynch Crédit Agricole CIB Citigroup Deutsche Bank Goldman Sachs (Asia) L.L.C. HSBC J.P. Morgan Morgan Stanley Nomura The Royal Bank of Scotland Standard Chartered Bank (Hong Kong) Limited UBS 7th November 2012 IMPORTANT If you are in any doubt about this Prospectus you should consult your stockbroker, bank manager, solicitor, certified public accountant or other professional adviser. This Prospectus comprises a base Prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) for the purpose of giving information with regard to each Issuer, the Guarantor and their respective subsidiaries which, according to the particular nature of the Issuers, the Guarantor and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuers and the Guarantor.

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