Obligation AXA 1.75% ( FR0011655596 ) en EUR

AXA

99.548 % ▲

France

FR0011655596 ( en EUR )

1.75% par an ( paiement annuel )

19/06/2019 - Obligation échue

Prospectus brochure de l'obligation AXA FR0011655596 en EUR 1.75%, échue

100 000 EUR

300 000 000 EUR

L'Obligation émise par AXA ( France ) , en EUR, avec le code ISIN FR0011655596, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/06/2019

AXA

360,000,000 1.875 per cent. Notes due 2019
Issue Price: 99.3891 per cent.

and

300,000,000 1.750 per cent. Notes due 2019
Issue Price: 99.5477 per cent.

and

300,000,000 2.125 per cent. Notes due 2020
Issue Price: 99.8465 per cent.

and

200,000,000 2.375 per cent. Notes due 2021
Issue Price: 99.6138 per cent.

and

200,000,000 2.625 per cent. Notes due 2022
Issue Price: 99.6292 per cent.

This document constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of the Directive 2003/71/EC as
amended by Directive 2010/73/EU to the extent that such amendments have been implemented in a Member State of the
European Economic Area (the "Prospectus Directive") and the relevant implementing measures in the Grand-Duchy of
Luxembourg. This Prospectus contains information relating to the issue by AXA ("AXA" or the "Issuer") of 360,000,000
aggregate principal amount of 1.875 per cent. Notes due December 19, 2019 (the "December 2019 Fixed Rate Notes"),
300,000,000 aggregate principal amount of 1.750 per cent. Notes due June 19, 2019 (the "June 2019 Fixed Rate Notes"),
300,000,000 aggregate principal amount of 2.125 per cent. Notes due 2020 (the "2020 Fixed Rate Notes"), 200,000,000
aggregate principal amount of 2.375 per cent. Notes due 2021 (the "2021 Fixed Rate Notes"), 200,000,000 aggregate principal
amount of 2.625 per cent. Notes due 2022 (the "2022 Fixed Rate Notes" and, together with the December 2019 Fixed Rate
Notes, the June 2019 Fixed Rate Notes, the 2020 Fixed Rate Notes and the 2021 Fixed Rate Notes, the "Notes" and each a
"Note").
The December 2019 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on December 19,
2019, subject as provided below, at their principal amount, as set out in "Terms and Conditions of the December 2019 Fixed Rate
Notes Redemption and Purchase - Redemption at Maturity".
The December 2019 Fixed Rate Notes will bear interest at the rate of 1.875 per cent. per annum from, and including, December
19, 2013 to, but excluding, December 19, 2019. Interest will be payable annually in arrear on each Interest Payment Date (as
defined in "Terms and Conditions of the December 2019 Fixed Rate Notes Interest"), commencing on December 19, 2014 (see
"Terms and Conditions of the December 2019 Fixed Rate Notes Interest").
The June 2019 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on June 19, 2019, subject
as provided below, at their principal amount, as set out in "Terms and Conditions of the June 2019 Fixed Rate Notes
Redemption and Purchase - Redemption at Maturity".
The June 2019 Fixed Rate Notes will bear interest at the rate of 1.750 per cent. per annum from, and including, December 19,
2013 to, but excluding, June 19, 2019. Interest will be payable annually in arrear on each Interest Payment Date (as defined in
"Terms and Conditions of the June 2019 Fixed Rate Notes Interest"), commencing on June 19, 2014 (see "Terms and
Conditions of the June 2019 Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period,
from and including, December 19, 2013 to, but excluding, June 19, 2014.
The 2020 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on June 19, 2020, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2020 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2020 Fixed Rate Notes will bear interest at the rate of 2.125 per cent. per annum from, and including, December 19, 2013 to,
but excluding, June 19, 2020. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2020 Fixed Rate Notes Interest"), commencing on June 19, 2014 (see "Terms and Conditions of the 2020
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period, from and including,

December 19, 2013 to, but excluding, June 19, 2014.
The 2021 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on June 19, 2021, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2021 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2021 Fixed Rate Notes will bear interest at the rate of 2.375 per cent. per annum from, and including, December 19, 2013 to,
but excluding, June 19, 2021. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2021 Fixed Rate Notes Interest"), commencing on June 19, 2014 (see "Terms and Conditions of the 2021
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period, from and including,
December 19, 2013 to, but excluding, June 19, 2014.
The 2022 Fixed Rate Notes will mature, unless previously redeemed or purchased and cancelled, on June 19, 2022, subject as
provided below, at their principal amount, as set out in "Terms and Conditions of the 2022 Fixed Rate Notes Redemption and
Purchase - Redemption at Maturity".
The 2022 Fixed Rate Notes will bear interest at the rate of 2.625 per cent. per annum from, and including, December 19, 2013 to,
but excluding, June 19, 2022. Interest will be payable annually in arrear on each Interest Payment Date (as defined in "Terms and
Conditions of the 2022 Fixed Rate Notes Interest"), commencing on June 19, 2014 (see "Terms and Conditions of the 2022
Fixed Rate Notes Interest"). There will be a first short coupon in respect of the first Interest Period, from and including,
December 19, 2013 to, but excluding, June 19, 2014.
Application has been made to the Commission de surveillance du secteur financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated July 10, 2005 on prospectuses for securities to approve this document as a prospectus,
as amended by the law dated July 3, 2012 implementing the Prospectus Directive in Luxembourg (the "Prospectus Act 2005").
The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also
been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's
regulated market is a regulated market for the purposes of the Markets in Financial Instrument Directive 2004/39/EC.
The Notes will be issued on December 19, 2013 in the denomination of 100,000 each and will at all times be represented in
book-entry form (dématerialisés), in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier, in
the books of the Account Holders (as defined in "Terms and Conditions of the December 2019 Fixed Rate Notes - Form,
Denomination and Title", "Terms and Conditions of the June 2019 Fixed Rate Notes - Form, Denomination and Title", "Terms and
Conditions of the 2020 Fixed Rate Notes - Form, Denomination and Title", "Terms and Conditions of the 2021 Fixed Rate Notes -
Form, Denomination and Title" and "Terms and Conditions of the 2022 Fixed Rate Notes - Form, Denomination and Title"). No
physical documents of title will be issued in respect of the Notes. The Notes will, upon issue, be inscribed in the books of
Euroclear France S.A. ("Euroclear France") which shall credit the accounts of the Account Holders including the depositary bank
for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"). The Notes have been
accepted for clearance through Euroclear France, Euroclear and Clearstream.
This Prospectus is to be read and construed in conjunction with all documents which are incorporated herein by reference. See
"Documents incorporated by reference" of this Prospectus.
See "Risk Factors" of this Prospectus for certain information relevant to an investment in the Notes.
Subscribers
AXA Belgium SA/NV
AXA Krankenversicherung AG
AXA Lebensversicherung AG
AXA Versicherung AG
Deutsche Ärzteversicherung AG
Pro bAV Pensionskasse AG

This Prospectus is dated December 17, 2013

This Prospectus is to be read and construed in conjunction with the documents
incorporated by reference in this Prospectus (see "Documents incorporated by
reference" below) which have previously been published or are published simultaneously
with this Prospectus on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and which shall be deemed to be incorporated by reference in, and form part of, this
Prospectus (except to the extent so specified in, or to the extent inconsistent with, this
Prospectus).
No person has been authorised to give any information or to make any representation
other than those contained in this Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer or any of the Subscribers (as defined in
"Subscription and Sale"). Neither the delivery of this Prospectus nor the offering, sale or
delivery of the Notes shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer or its direct and indirect consolidated
subsidiaries (together with the Issuer, the "Group" or the "AXA Group") since the date
hereof or that there has been no adverse change in the financial position of the Issuer or
the Group since the date hereof or that any other information supplied in connection with
this Prospectus is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus
comes are required by the Issuer and the Subscribers to inform themselves about and to
observe any such restriction. The Notes have not been and will not be registered under
the United States 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.
Subject to certain exceptions, Notes may not be offered or sold within the United States
or to a U.S. person. For a description of certain restrictions on offers and sales of Notes
and on distribution of this Prospectus, see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Subscribers to subscribe for, or purchase, any Notes.

2

TABLE OF CONTENTS
Contents
Page
RISK FACTORS .............................................................................................................................. 4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............ 10
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 11
TERMS AND CONDITIONS OF THE DECEMBER 2019 FIXED RATE NOTES ......................... 19
TERMS AND CONDITIONS OF THE JUNE 2019 FIXED RATE NOTES .................................... 26
TERMS AND CONDITIONS OF THE 2020 FIXED RATE NOTES ............................................... 33
TERMS AND CONDITIONS OF THE 2021 FIXED RATE NOTES ............................................... 41
TERMS AND CONDITIONS OF THE 2022 FIXED RATE NOTES ............................................... 49
USE OF PROCEEDS .................................................................................................................... 57
RECENT DEVELOPMENTS ......................................................................................................... 58
TAXATION ..................................................................................................................................... 93
SUBSCRIPTION AND SALE ......................................................................................................... 97
GENERAL INFORMATION ........................................................................................................... 99

3

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations
under the Notes. Many of these factors are contingencies which may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks
associated with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks
inherent in investing in the Notes, but the inability of the Issuer to pay interest, principal
or other amounts on or in connection with any Notes may be caused by events the
occurrence of which, in the view of the Issuer, is so unlikely that they should not be
considered significant risks based on information currently available to the Issuer or
which it may not currently be able to anticipate. Prospective investors should also read
the detailed information set out elsewhere in this Prospectus and reach their own views
prior to making any investment decision.
RISK FACTORS RELATING TO THE ISSUER
See "Regulation, Risk Factors, Certain disclosures about market risks and related
matters" in the 2012 Annual Report (as defined below) which is incorporated by
reference in this Prospectus (see "Documents incorporated by reference" below).
A downgrade in our claims paying ability and credit strength ratings could adversely
impact our business, results of operations and financial condition
Claims paying and credit strength ratings have become increasingly important factors in
establishing the competitive position of insurance companies. Rating agencies review
their ratings and rating methodologies on a recurring basis and may change their ratings
at any time. Consequently, our current ratings may not be maintained in the future. On
April 30, 2013, Moody's reaffirmed the Aa3 rating for counterparty credit and financial
strength on AXA's principal insurance subsidiaries and the A2 rating for counterparty
credit on the Company, maintaining a negative outlook in each case. The negative
outlook reflects Moody's view that (i) financial risks stemming from the operating and
investment exposure to weakened European sovereigns and banks have increased, as
wel as (i ) Moody's expectations of continued weak economic growth in certain of AXA's
key markets. On May 3, 2013, Fitch reaffirmed the AA- financial strength ratings of
AXA's principal insurance subsidiaries maintaining a negative outlook. The negative
outlook reflects Fitch's view that the low interest rates environment may chal enge the
Group's ability to improve profitability. On May 22, 2013, S&P reaffirmed the A+ financial
strength rating on the core operating entities of the AXA Group and the A- long-term
counterparty credit ratings on AXA SA and AXA Financial, Inc., with a stable outlook in
each case.
A downgrade or the potential for a downgrade of our ratings could have a variety of
negative impacts on us including (i) damaging our competitive position, (i ) negatively
impacting our ability to underwrite new insurance policies, (i i) increasing the levels of
surrenders and termination rates of our in-force policies, (iv) increasing our cost of
obtaining reinsurance, (v) negatively impacting our ability to obtain financing and/ or
increasing our cost of financing, (vi) triggering additional collateral requirements under

4

certain agreements to which we are party, (vi ) harming our relationships with creditors or
trading counterparties and/or (vi i) adversely affecting public confidence in us. Any of
these developments could have a material adverse effect on our business, liquidity
position, results of operations, revenues and financial condition.

Risks relating to the evolving regulatory and competitive environment in which we
operate
Designation of the AXA Group as a Global Systemically Important Insurer may adversely
impact our capital requirements, profitability, the fungibility of our capital, our ability to
grow through acquisition and our overall competitive position
On July 18, 2013, the International Association of Insurance Supervisors (IAIS)
published an initial assessment methodology for designating global systemical y
important insurers (G-SIIs), as part of the global initiative to identify global systemical y
important financial institutions (G-SIFIs). The assessment methodology, which is
endorsed by the Financial Standards Board (FSB), is intended to identify those insurers
whose distress or disorderly failure, because of their size, complexity and
interconnectedness, would cause significant disruption to the global financial system and
economic activity. Also on July 18, 2013, the FSB published its initial list of nine G-SIIs,
which includes the AXA Group. The framework policy measures for G-SIIs, also
published by the IAIS on July 18, 2013, include (1) "backstop" capital requirements
applicable to al group activities, (2) additional capital buffers for business deemed non-
traditional/non-insurance, (3) greater regulatory authority over holding companies, (4)
various measures to promote the structural and financial "self-sufficiency" of group
companies and reduce group interdependencies, and (5) in general, a greater level of
regulatory scrutiny for G-SIIs (including a requirement to prepare risk management plans
and recovery and resolution plans) which wil entail significant new reporting and
compliance burdens (and costs). The proposed timeline for these framework policy
measures contemplates the prompt implementation of certain measures, such as the
identification of a group-wide supervisor and the preparation of risk management plans
and recovery and resolution plans, while other measures are to be phased in more
gradual y, such as higher loss absorption capacity requirements, which are to be
developed by the end of 2015 and applied by 2019.
In addition, on October 9, 2013, the IAIS stated that it wil develop a risk-based global
insurance capital standard by 2016. This global insurance capital standard wil apply to
all internationally active insurance groups, with full implementation to begin in 2019.
While the manner in which the above IAIS policies wil be implemented by legislation or
regulation in each applicable jurisdiction is not yet certain, these measures, if
implemented, could have far reaching regulatory and competitive implications for the
AXA Group and adversely impact our capital requirements, profitability, the fungibility of
our capital and ability to provide capital/financial support for Group companies, our ability
to grow through future acquisitions and our overall competitive position in relation to
insurance groups that are not designated G-SIIs.
U.S. Foreign Account Tax Compliance Withholding
The Issuer and other financial institutions through which payments on the Notes are
made may be required to withhold U.S. tax at a rate of 30 per cent. on all, or a portion of,
payments made after December 31, 2016 in respect of any Notes issued or materially

5

modified on or after the later of (a) July 1, 2014 and (b) the date that is six (6) months
subsequent to the release of final regulations defining the term "foreign passthru
payment" (and any Notes which are treated as equity or do not have a fixed term for
U.S. federal income tax purposes, whenever issued) pursuant to FATCA. This
withholding tax may apply to such payments if (i) the Issuer is a foreign financial
institution (FFI) (as defined in FATCA) and it agrees to provide certain information
concerning its account holders, directly or indirectly, to the U.S. Internal Revenue
Service, (i ) the Issuer is required to withhold on "foreign passthru payments" (as defined
in FATCA) and (i i)(a) either a holder of Notes does not provide information sufficient for
the relevant FFI (i.e. the Issuer or (b) any other financial institutions through which
payments on the Notes are made) to determine whether the holder is subject to
withholding under FATCA, or any FFI that is an investor, or through which payment on
the Notes is made, is not a Participating FFI (as defined in FATCA) or otherwise exempt
from FATCA withholding.
France has signed an intergovernmental agreement (an IGA) with the United States to
help implement FATCA for certain French entities. The Issuer wil be required to report
certain information on its U.S. account holders to the government of France in order (i) to
obtain an exemption from FATCA withholding on payments it receives and/or (i ) to
comply with any applicable French law. Passthru payment withholding, however, is not
currently required under the IGA.
Neither the Issuer nor any paying agent nor any other person wil have any obligation to
gross up or otherwise pay additional amounts for any U.S. withholding or deduction
required with respect to payments on the Notes under or in connection with FATCA.

FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER IS
UNCERTAIN AT THIS TIME. EACH HOLDER OF NOTES SHOULD CONSULT ITS
OWN TAX ADVISOR TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA
AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT EACH HOLDER IN ITS
PARTICULAR CIRCUMSTANCE.
RISK FACTORS RELATING TO THE NOTES
Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained
or incorporated by reference in this Prospectus or any applicable supplement;
(i ) have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
the Notes wil have on its overall investment portfolio;
(i i) have sufficient financial resources and liquidity to bear all of the risks of an
investment in the Notes;
(iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of
any relevant indices and financial markets; and

6

(v) be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
Risks related to the market generally
Market value of the Notes
The market value of the Notes will be affected by the creditworthiness of the Issuer
and/or that of the AXA Group and a number of additional factors including, but not limited
to, market interest and yield rates and the time remaining to the maturity date.
The value of the Notes depends on a number of interrelated factors, including economic,
financial and political events in France or elsewhere, including factors affecting capital
markets generally and the stock exchanges on which the Notes are traded. The price at
which a Noteholder will be able to sell the Notes prior to maturity may be at a discount,
which could be substantial, from the issue price or the purchase price paid by such
purchaser.
Liquidity risks/Trading market for the Notes
Notes may have no established trading market when issued, and one may never
develop. If a market does develop, it may not be very liquid. Therefore, investors may
not be able to sell their Notes easily or at prices that will provide them with a yield
comparable to similar investments that have a developed secondary market. This is
particularly the case for Notes that are especially sensitive to interest rate, currency or
market risks, are designed for specific investment objectives or strategies or have been
structured to meet the investment requirements of limited categories of investors. These
types of Notes generally would have a more limited secondary market and more price
volatility than conventional debt securities. Il iquidity may have a severely adverse effect
on the market value of Notes.
Investors may not be able to sell Notes readily or at prices that wil enable investors to
realise their anticipated yield. No investor should purchase Notes unless the investor
understands and is able to bear the risk that certain Notes wil not be readily sellable,
that the value of Notes wil fluctuate over time and that such fluctuations wil be
significant.
Interest rate risks
Investment in December 2019 Fixed Rate Notes, June 2019 Fixed Rate Notes, 2020
Fixed Rate Notes, 2021 Fixed Rate Notes and 2022 Fixed Rate Notes involves the risk
that subsequent changes in market interest rates may adversely affect the value of the
Fixed Rate Notes.
Risks related to Notes generally
Modification
The terms and conditions of the Notes contain provisions for calling meetings of
Noteholders to consider matters affecting their interests generally. These provisions
permit defined majorities to bind all Noteholders including Noteholders who did not

7

attend and vote at the relevant meeting and Noteholders who voted in a manner contrary
to the majority.
French Insolvency Law
Under French insolvency law, holders of debt securities are automatical y grouped into a
single assembly of holders (the "Assembly") in order to defend their common interests if
an accelerated financial preservation procedure (procédure de sauvegarde financière
accélérée), a preservation (procédure de sauvegarde) or a judicial reorganisation
procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the
Notes) regardless of their governing law.
The Assembly deliberates on the draft safeguard plan (projet de plan de sauvegarde),
draft accelerated financial safeguard plan (projet de plan de sauvegarde financère
accélérée) or draft judicial reorganisation plan (projet de plan de redressement)
applicable to the Issuer and may further agree to:
-
increase the liabilities (charges) of holders of debt securities (including the
Noteholders) by rescheduling due payments and/or partially or totally writing off
receivables in the form of debt securities;
-
establish an unequal treatment between holders of debt securities (including the
Noteholders) as appropriate under the circumstances; and/or
-
convert debt securities (including the Notes) into securities that give or may give
right to share capital.
Decisions of the Assembly wil be taken by a two-thirds majority (calculated as a
proportion of the debt securities held by the holders attending such Assembly or
represented thereat). There is no minimum quorum requirement to convene the
Assembly.
For the avoidance of doubt, the provisions relating to the meetings of the relevant
Noteholders with respect to each issuance of Notes described respectively in "Terms
and Conditions of the December 2019 Fixed Rate Notes", "Terms and Conditions of the
June 2019 Fixed Rate Notes", "Terms and Conditions of the 2020 Fixed Rate Notes",
"Terms and Conditions of the 2021 Fixed Rate Notes" and "Terms and Conditions of the
2022 Fixed Rate Notes" set out in this Prospectus wil not be applicable to the extent
they are not in compliance with compulsory insolvency law provisions that apply in these
circumstances.
Legality of purchase
Neither the Issuer, the Subscribers nor any of their respective affiliates has or assumes
responsibility for the lawfulness of the acquisition of the Notes by a prospective investor
of the Notes, whether under the laws of the jurisdiction of its incorporation or the
jurisdiction in which it operates (if different), or for compliance by that prospective
investor with any law, regulation or regulatory policy applicable to it.

8

Change of law
The terms and conditions of the Notes are governed by the laws of France in effect as at
the date of this Prospectus. No assurance can be given as to the impact of any possible
judicial decision or change to the laws of France or administrative practice after the date
of this Prospectus.
Taxation
Potential purchasers and sellers of the Notes should be aware that they may be required
to pay taxes or documentary charges or duties in accordance with the laws and practices
of the country where the Notes are transferred or other jurisdictions. In some
jurisdictions, no official statements of the tax authorities or court decisions may be
available for financial instruments such as the Notes. Potential investors cannot rely
upon the tax overview contained in this Prospectus and should ask for their own tax
adviser's advice on their individual taxation with respect to the acquisition, holding, sale
and redemption of the Notes. Only these advisors are in a position to duly consider the
specific situation of the potential investor. This investment consideration has to be read
in connection with the taxation sections of this Prospectus.
EU Savings Directive
Under Directive 2003/48/EC on taxation of savings income (the "EU Savings
Directive"), Member States of the European Union are required to provide to the tax
authorities of another Member State details of payments of interest (or similar income)
paid by a person within their jurisdiction to an individual resident in that other Member
State or to certain limited types of entities established in that other Member State.
However, for a transitional period (the ending of such transitional period being dependent
upon the conclusion of certain other agreements relating to information exchange with
certain other countries), Luxembourg and Austria are instead required (unless during that
period they elect otherwise) to operate a withholding system in relation to such
payments. A number of non-EU countries and territories, including Switzerland, have
adopted similar measures (a withholding system in the case of Switzerland) (see "EU
Savings Directive" in Section "Taxation").
The European Commission has proposed certain amendments to the EU Savings
Directive, which may, if implemented, amend or broaden the scope of the requirements
described above.
If a payment were to be made or collected through a Member State which has opted for
a withholding system and an amount of, or in respect of, tax were to be withheld from
that payment, neither the Issuer nor any Paying Agent nor any other person would be
obliged to pay additional amounts with respect to any Note as a result of the imposition
of such withholding tax. If a withholding tax is imposed on a payment by a Paying Agent,
the Issuer wil be required to maintain a Paying Agent in a Member State that wil not be
obliged to withhold or deduct tax pursuant to the EU Savings Directive.

9