Obligation Germania 0% ( DE0001119378 ) en EUR

Germania

100 % ⇌

Allemagne

DE0001119378 ( en EUR )

27/01/2016 - Obligation échue

Prospectus brochure de l'obligation Germany DE0001119378 en EUR 0%, échue

1 EUR

1 500 000 000 EUR

L'Allemagne est une république fédérale d'Europe centrale, membre de l'Union européenne, connue pour son économie puissante, son industrie manufacturière de pointe et son riche patrimoine historique et culturel.

L'Obligation émise par Germania ( Allemagne ) , en EUR, avec le code ISIN DE0001119378, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/01/2016

This English language version of the issuance terms and conditions has been prepared for
convenience only. It does neither purport to serve as legal basis for an interpretation of the
issuance terms and conditions nor is it intended to create any rights against the German
Government or against the Federal Republic of Germany - Finance Agency and should
therefore not be relied upon for the purposes of an investment in German Government
securities. The German language version of the issuance terms and conditions is the only
legally binding version. If in doubt, investors in German Government securities should
consult with their advisors to determine the consequences of an investment in German
Government securities.

Federal Ministry of Finance
Non-binding English translation of the issuance terms and conditions
for Federal bonds, five-year Federal notes, Federal Treasury notes
and Treasury discount paper of the German Government
of December 21, 2012

The issuance terms and conditions for Federal bonds, five-year Federal notes, Federal
Treasury notes and Treasury discount paper of the German Government as amended in the
publication of August 8 2012 (Federal Gazette (Bundesanzeiger) AT 14.08.2012 B1) are
amended as follows as of January 1, 2013:
Issuance terms and conditions for Federal bonds, five-year Federal notes,
Federal Treasury notes and Treasury discount paper of the German Government
(December 2012 version)
The Federal Republic of Germany (hereinafter referred to as the "German Government")
issues Federal bonds, five-year Federal notes, Federal Treasury notes and Treasury
discount paper of the German Government (hereinafter referred to as "German Government
securities") subject to the following terms; for Inflation-linked Federal Bonds and Five-year
Inflation-linked Federal Notes specific issuance terms and conditions are in place.
§ 1
Placing
German Government securities will be issued by auction through the Auction Group Bund
Issues (Bietergruppe Bundesemissionen). Such auctions are governed by the "Auction rules
for the issue of Federal bonds, five-year Federal notes, Federal Treasury notes and Treasury
discount paper of the German Government".
§ 2
Volume
Total volume of an issue (amount allotted and amount set aside for secondary market
operations) is stipulated by the German Government after conclusion of the auction
procedure in each case. The German Government reserves the right to increase the volume
of an issue by further issuances during the termof the German Government securities.
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§ 3
Nominal Amounts
German Government securities have a denomination of Euro 0.01 and can be assigned and
traded at any nominal amounts.
§ 4
Nominal Interest Rate, Maturity, Calculation of Interest
(1) The nominal interest rate, the start of the interest payment period and the maturity of the
German Government securities are specified in each offer for tender.
(2) For Federal bonds, five-year Federal notes and Federal Treasury notes, interest is paid
annually in arrears; for Treasury discount paper of the German Government, the interest
results from the difference between the nominal value and the purchase price. Payment of
interest ends at the end of the day prior to the date of maturity; this also applies if
performance is effected under Section 193 of the German Civil Code (BGB).
(3) For Federal bonds, five-year Federal notes and Federal Treasury notes, interest is
calculated based on the exact-day method of calculating interest, i.e. the actual number of
days in the relevant interest period (act/365 or act/366), and for Treasury discount paper of
the German Government by the act/360 method of calculating interest.
§ 5
Redemption
Federal bonds, five-year Federal notes, Federal Treasury notes and Treasury discount paper
of the German Government are repaid at nominal value on the specified date of maturity.
Early termination is not possible.
§ 6
Transfer of Rights
(1) For the total amount of each issue, a collective debt register claim for Clearstream
Banking AG Frankfurt ("CFB") will be entered in the Federal Debt Register
(Bundesschuldbuch) (book-entry securities).
(2) The holders of German Government securities receive co-ownership rights in the
collective debt register claim entered in the Federal Debt Register.
(3) The creation of an individual debt register claim is excluded by the issuance terms and
conditions.
(4) No certificates will be issued throughout the time up to maturity.

§ 7
Separate Trading of registered Interest and Principal of Securities (stripping) in the
Case of Federal Bonds
(1) The holders of certain Federal bonds selected by the German Government have the right
throughout the life of the bonds to request the institution carrying the safe custody account to
have the full amount of their shares in a collective holding separated (stripped) into principal
(principal strip) and individual coupons (coupon strips) by CBF.
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(2) Only credit institutions, financial services institutions, securities trading houses and
securities trading banks are allowed to reconstruct the underlying bond from the principal and
coupon strips for their own portfolios. For tax reasons, domestic non-banks do not have the
right to do so. They have the possibility of selling the strips in the market and of purchasing
the underlying bond.
(3) Nominal amounts (principal amounts) of EUR 50,000 or more are required for stripping
and reconstruction. The minimum denomination of principal and coupon strips is uniformly
EUR 0.01.
§ 8
Listing, Secondary Market
(1) Federal bonds, five-year Federal notes and Federal Treasury notes are listed for
regulated market at the German stock exchanges.
(2) The separate principal and coupon strips of strippable Federal bonds are listed for trading
at the Frankfurt stock exchange only.
(3) After stock market listing, the German Government will conduct market management
operations appropriate for the capital market situation within reasonable and justifiable limits
except for principal and coupon strips.
§ 9
Payments
(1) All payments of principal of, and interest on, the German Government securities made by
the German Government to, or to the order of CBF, shall discharge the respective liability of
the German Government under the German Government securities to the extent of the sums
so paid.
(2) If any due date for the payment of principal or interest to, or to the order of, CBF is not a
Business Day such payment will not be made until the next day which is a Business Day,
and no further interest shall be paid in respect of the delay in such payment.
§ 10
Publications
(1) The issuance terms and conditions and amendments to the same are published in the
Federal Gazette.
(2) The conditions of each issuance and any deviations from these issuance terms and
conditions are shown in each offer for tender, which will also be announced by Deutsche
Bundesbank by press notice.
§ 11
Miscellaneous Provisions
(1) German Government securities are eligible for trusts pursuant to section 1807 (1) number
2 of the German Civil Code (BGB).
(2) German Government securities are eligible for the investment of restricted assets
pursuant to section 54 (2) number 2 of the Act on the Supervision of Private Insurance
Enterprises (Versicherungsaufsichtsgesetz, VAG).
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(3) German Government securities are eligible as collateral for the open market and credit
operations of the ESCB in accordance with Article 18.1 of the Protocol on the Statute of the
ESCB and of the ECB.
(4) The German Government securities, both as to form and content, as well as the rights
and duties of the holders and the German Government shall be governed by and construed
in accordance with German law.
§ 12
Amendments of Issuance Terms and Conditions
(1) The holders of the German Government securities may amend the terms and conditions
with the consent of the German Government by majority decision taken at a holders' meeting
or by a resolution adopted by written consent outside of a holders' meeting, all in accordance
with the collective action clauses for German Government securities (Umschuldungsklauseln
für Bundeswertpapiere) (Schedule) in conjunction with §§ 4a through 4k of the Act on
Federal Debt Management (Bundesschuldenwesengesetz). Sentence 1 shall not apply to
German Government securities with a term between the issue date and the maturity date of
less than one year.
(2) Any amendment of the terms and conditions in accordance with subsection (1) shall have
binding effect on all holders.
(3) By derogation of § 10, the provisions of number 5 of the collective action clauses for
German Government securities shall apply to publications of any amendment of the terms
and conditions pursuant to subsection (1).

Berlin, 21 December 2012
VII A 2 WK 2202/07/0001

Federal Ministry of Finance,
By Order
Holters

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Schedule
Collective Action Clauses for German Government securities
1General Definitions
(a) "German Government securities" means these German Government securities (of which
these terms and conditions form a part) and any other bills, treasury notes, bonds,
obligations or other debt securities issued by the German Government with an original
stated maturity of more than one year and which form one or more series covered by
collective action clauses, and includes any payment obligations, irrespective of their
original stated maturity, that formerly constituted a component part of German
Government securities.
(b) "zero-coupon obligation" means a German Government security that does not expressly
provide for the accrual of interest, and includes former component parts of a German
Government security that did provide for the accrual of interest if that component part
does not provide for the accrual of interest.
(c) "index-linked German Government security" means a German Government security that
provides for the payment of additional amounts linked to changes in a published index,
but does not include a component part of an index-linked German Government security
that is no longer attached to that index-linked German Government security.
(d) "series" means all tranches of German Government securities that are (i) identical in all
respects except for their date of issuance or first payment date, and (ii) therefore are
meant to form a single series. Specifically, these German Government securities
together with any tap issuances, if any, form a single series for these purposes.
(e) "outstanding" in relation to these German Government securities means any German
Government security outstanding for purposes of Section 2.7 and in relation to another
series, any German Government security that is outstanding for purposes of Section 2.8.
(f) "modification" means any modification, amendment, supplement or waiver of the
issuance terms and conditions of German Government securities. In this context,
issuance terms and conditions shall include any agreement governing the issuance or
administration of the relevant German Government securities.
(g) "cross-series modification" means a modification involving (i) these German Government
securities and (ii) the German Government securities of other series.
(h) "reserved matter" in relation to these German Government securities means any of the
following modifications of the issuance terms and conditions:
(i) a change of the due dates for payments;
(ii) a reduction of the nominal value and interest amounts, even if already overdue;
(iii) a change of the method used to calculate payments;
(iv) a reduction of the redemption price or change of the date of a possible early
redemption;
(v) a change of the currency or place of payment;
(vi) the introduction of any conditions on obligations of the German Government to make
payments or any other modification of the obligations of the German Government to
make payments;
(vii) a change of circumstances under which these German Government securities may
be declared due and payable prior to their stated maturity;
(viii) a change of the seniority or ranking
(ix) a change of the governing law
(x) a change of the jurisdiction or a waiver of immunity by the German Government;
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(xi) a change of the outstanding nominal value required for holder majorities of these
German Government securities or in case of a cross-series modification of the
German Government securities of another series; modification of the requirements
for a quorum; change of the definition of "outstanding" or
(xii) change of this paragraph (h).
The aforementioned definition of "reserved matter" will also apply to German Government
securities of another series.
(i) "holder" means holders of these German Government securities, the co-owners of the
collective debt register claim (Sammelschuldbuchforderung) or co-owners of the
proportionate interest in the global note; this also applies to German Government
securities of another series.
(j) "record date" in relation to any proposed modification means the date fixed by the
German Government for determining the holders of this German Government security
(or in relation to a cross-series modification of other German Government securities)
that are entitled to vote on a resolution in a meeting or to sign a written resolution.
2Modification of German Government Securities
2.1Reserved Matters. Modifications of these German Government securities in relation to
reserved matters require the consent of the German Government and the holders
(a) in case of a meeting, with a majority of not less than 75 per cent. of the outstanding
nominal value of these German Government represented at the time votes are cast; or
(b) in case of a written resolution, with a majority of not less than 66 2/3 per cent of the then
outstanding nominal value of the German Government securities.
2.2Cross-Series Modification. Cross-series modifications in relation to reserved matters
require the consent of the German Government and the holders:
(a)(i) in case of meetings, with a majority of not less than 75 per cent of the outstanding
nominal value of all series that would be affected and are represented at the time votes
are cast; or
(a)(ii) in case of a written resolution, with a majority of not less than 66 2/3 per cent of the
then outstanding nominal value of all series that would be affected;
and
(b)(i) in case of meetings, with a majority of more than 66 2/3 per cent of the outstanding
nominal value of each relevant series represented at the time votes are cast; or
(b)(ii) in case of written resolutions, with a majority of more than 50 per cent of the then
outstanding nominal amount of each relevant series.
The holders of these German Government securities and the holders of the German
Government securities of each other affected series will vote in separate meetings held for
the each series and/or adopt separate written resolutions for each series.
2.3Proposed Cross-Series Modifications. Proposed cross-series modifications may be
phrased in the alternative (i.e. may include one or more proposed alternative modifications),
provided that all proposed alternative modifications are submitted to the vote of the holders
of the affected series.
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2.4Partial Cross-Series Modification. Even if a proposed cross-series modifications is not
approved in relation to a reserved matter in accordance with Section 2.2, but would have
been approved if the proposed modification had involved only these German Government
securities and other series, that modification will be deemed to have been approved in
relation to these German Government securities and each other series whose modification
would have been so approved, provided that
(a) prior to the record date, the German Government has publicly notified holders of the
conditions of such a partial cross-series modification; and
(b) these conditions are satisfied.
2.5Non-Reserved Matter Modification. Modifications of the issuance terms and conditions
of these German Government securities in relation to non-reserved matters require the
consent of the German Government and the holders:
(a) in case of a meeting, with a majority of more than 50 per cent of the outstanding nominal
value of these German Government represented at the time votes are cast; or
(b) in case of a written resolution, with a majority of more than 50 per cent of the then
outstanding nominal value of these German Government securities.
2.6Multiple Currencies, Index-Linked German Government securities, and Zero-Coupon
Obligations. In determining whether the holders of these German Government securities and
of the German Government securities of other series have approved a proposed modification
with the requisite majority, the following will apply:
(a) if the modification involves German Government securities denominated in more than
one currency, their nominal value will be equal to the euro amount calculated using the
applicable foreign exchange reference rate for the record date published by the
European Central Bank;
(b) if the modification involves an index-linked German Government security, the nominal
value will be equal to its adjusted nominal value;
(c) if the modification involves a zero-coupon obligation that did not formerly constitute a
component part of an index-linked German Government security, the nominal value will
be equal to its redemption amount or, if its stated maturity date has not yet occurred, to
the present value of its redemption value;
(d) if the modification involves a zero-coupon obligation that formerly constituted a
component part of an index-linked German Government security, the nominal value will
equal
(i) in case of zero-coupon obligations that formerly constituted the right to receive a non-
index-linked payment of principal or interest, their adjusted redemption amount or, if
the stated maturity date of the non-index-linked payment has not yet occurred, to the
present value of its redemption value; and
(ii) in case of zero-coupon obligations that formerly constituted the right to receive an
index-linked payment of principal or interest, their adjusted redemption amount or, if
the stated maturity date of the index-linked payment has not yet occurred, to the
present value of its redemption value; and
(e) For purposes of this Section 2.6:
(i) the adjusted redemption value of any index-linked German Government securities
and any of their component parts is the amount that would be due if its stated
maturity date was the record date based on the value of the related index on the
record date published by the German Government, if there is no such published
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value, on the interpolated value of the related index on the record date determined in
accordance with the terms and conditions of the index-linked German Government
security; in no event will the adjusted redemption value of such index-linked German
Government security or component part be less than its redemption value unless the
terms and conditions of the index-linked German Government security provide that
the amount of the payment made on such index-linked German Government security
or component part may be less than its redemption value; and
(ii) the present value of a zero-coupon obligation is determined by discounting the
nominal value (or, if applicable, the adjusted nominal value) of that zero-coupon
obligation from its stated maturity date to the record date at the specified discount
rate using the applicable market interest calculation convention, where the specified
discount rate is:
(x) if the zero-coupon obligation was not formerly a component part of a German
Government security that expressly provided for the accrual of interest, the yield
to maturity of that zero-coupon obligation at issuance or, if more than one tranche
of that zero-coupon obligation has been issued, the yield to maturity of that zero-
coupon obligation at the weighted average of all the issue prices of all the zero-
coupon obligations of that series of zero-coupon obligations; and
(y) if the zero-coupon obligation was formerly a component part of a German
Government security that expressly provided for the accrual of interest:
(1) the coupon on that German Government security if that German Government
security can be identified; or
(2) otherwise, the arithmetic average of all the coupons on all of the German
Government securities of the German Government (weighted by their
redemption value) referred to below that have the same stated maturity date
as the zero-coupon obligation to be discounted, or, if there are no such
German Government securities, the coupon interpolated for these purposes
on a linear basis using all of the German Government securities (weighted by
their redemption value) referred to below that have the two closest maturity
dates to the maturity date of the zero-coupon obligation to be discounted,
where the German Government securities to be used for this purpose are all
of the index-linked German Government securities obligations if the zero-
coupon obligation to be discounted was formerly a component part of an
index-linked German Government security and all of the German
Government securities (index-linked German Government securities and
zero-coupon obligations excepted) if the zero-coupon obligation to be
discounted was not formerly a component part of an index-linked German
Government security, and in either case are denominated in the same
currency as the zero-coupon obligation to be discounted.
2.7Outstanding German Government securities. In determining whether holders of the
requisite nominal value outstanding these German Government securities have voted in
favour of a proposed modification or whether a quorum is present at any meeting of holders,
German Government securities will be deemed to be not outstanding, and thus neither to be
entitled to vote nor to be capable of being taken into account in determining whether a
quorum is present, if on the record date the German Government securities
(a) have previously been cancelled or delivered for cancellation, or held for reissuance but
not reissued;
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(b) have properly been cal ed for redemption or previously become due and payable at the
stated times or otherwise and were properly redeemed; or
(c) are held by the German Government, by ministries or other agencies of the German
Government, by a corporation, a special fund (Sondervermögen) or other legal entity that
is controlled by the German Government or its agencies, and if the corporation, special
fund (Sondervermögen) or other legal entity has no autonomy of decision, where:
(i) the holder for these purposes is the entity legally entitled to vote or contractually
entitled to give voting instructions, directly or indirectly, to the legally entitled holder;
(ii) a corporation, special fund (Sondervermögen) or other legal entity is controlled by the
German Government or by its agencies if the German Government or its agencies
are entitled to give instructions to the management of the legal entity, or if the
German Government or its agencies can elect or otherwise appoint the majority of the
governing body or other bodies performing similar functions; these control rights by
the German Government can be based, directly or indirectly, on voting shares,
contractual arrangements, or any other legal grounds; and
(iii) a holder has autonomy of decision if, under applicable law and independent of any
potential direct or indirect obligation in relation to the German Government, in
exercising the voting right, the holder
(x) does not need to, either directly or indirectly, follow the instructions of the
German Government; or
(y) is required to act in accordance with an objective prudential standard in the
interest of its owners or other stakeholders or in the holder's own interest; or
(z) must act pursuant to a fiduciary or similar duty in the interest of one or more
persons; however, this person must not be an excluded holder under this
Section 2.7.
(d) Without limitation, the German Government securities that are deemed to not be
outstanding for purposes of these provisions do not include those the holders of which
are Deutsche Bundesbank, KfW banking group, or the European Central Bank.
2.8Outstanding German Government securities of other series. The determination whether
holders of the requisite (aggregate) nominal value of outstanding German Government
securities of another series have voted in favour of a proposed modification or whether a
quorum is present at any meeting of the holders, will be made in accordance with the
applicable terms and conditions of the relevant series.
2.9Entities Having no Autonomy of Decision. The German Government will publish without
undue delay following the announcement of any proposed modification of these German
Government securities, but in no event less than 10 calendar days prior to the record date, a
list identifying each corporation, special fund (Sondervermögen) and other legal entities that
for purposes of Section 2.7(c):
(a) are controlled by the German Government or its agencies;
(b) has in response to an enquiry reported to the German Government that they are holders
of these German Government securities; and
(c) do not have autonomy of decision.
2.10Exchange and Conversion. Following a properly approved modification of the
issuance terms and conditions, the German Government may exchange these German
Government securities for new German Government securities (with the modified issuance
9

terms and conditions) if this was announced to the holders prior to the record date. Any such
exchange will be binding on all holders.
3Calculation Agent
3.1Appointment and Responsibility. The German Government will appoint a person (the
"calculation agent") to calculate whether the holders of these German Government securities
and, in the case of a cross-series modification, the holders of German Government securities
of the other affected series have approved a proposed modification with the requisite
outstanding nominal value. In the case of a cross-series modification, the German
Government will appoint a joint calculation agent.
3.2Certificate. The German Government will provide a certificate to the calculation agent
and publish it prior to the date of the meeting of holders or the adoption of a written
resolution. This certificate will list, determined in accordance with the provisions of Section
2.6
(a) the nominal value of these German Government securities and, in the case of a cross-
series modification, the German Government securities of each other affected series
deemed outstanding on the record date for purpose of Section 2.7;
(b) the nominal value of these German Government securities and, in the case of a cross-
series modification, the German Government securities of each other affected series that
are deemed under Section 2.7 (c) to be not outstanding on the record date;
(c) the names of the holders of the German Government securities specified in (b) above.
3.3Legal Effect of the Certificate. The calculation agent may rely on any information
contained in the certificate provided by the German Government, and that information will be
conclusive and binding on the German Government and the holders unless:
(a) an affected holder delivers a substantiated written objection to the German Ministry of
Finance (Bundesministerium der Finanzen) in relation to the information contained in the
certificate before the vote at a meeting or the adoption of a written resolution; and
(b) that written objection, if sustained, would affect the outcome of the resolution.
An objection that is timely and duly delivered will nonetheless have no effect on the
certificate being conclusive and binding if:
(x) the objection is withdrawn;
(y) the holder that delivered the objection does not commence legal action before the court
of competent jurisdiction within 15 calendar days of the publication of the resolution; or
(z) the court of competent jurisdiction rules either that the objection was not substantiated or
that the alleged error in the information contained in the certificate could not have
affected the outcome of the resolution.
3.4Publication. The German Government will publish the results of the meeting of holders
or the written resolution as determined by the calculation agent without undue delay.
4Bondholder Meetings; Written Resolutions
4.1General. The provisions (of this Section 4) set out below and any additional rules
adopted and published by the German Government will, to the extent consistent with the
10