Obligation UnipolSai Assicurazioni 5.66% ( XS0173649798 ) en EUR

UnipolSai Assicurazioni

100 % ⇌

Italie

XS0173649798 ( en EUR )

5.66% par an ( paiement annuel )

28/07/2023 - Obligation échue

Prospectus brochure de l'obligation UnipolSai Assicurazioni XS0173649798 en EUR 5.66%, échue

1 000 EUR

300 000 000 EUR

L'Obligation émise par UnipolSai Assicurazioni ( Italie ) , en EUR, avec le code ISIN XS0173649798, paye un coupon de 5.66% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/07/2023

OFFERING CIRCULAR

COMPAGNIA ASSICURATRICE UNIPOL S.p.A.
(incorporated with limited liability under the laws of the Republic of Italy)
euro 300,000,000 Fixed/Floating Rate Subordinated
Callable Notes due 2023
The issue price of the euro 300,000,000 Fixed/Floating Rate Subordinated Callable Notes due 2023 (the
"Notes") of Compagnia Assicuratrice Unipol S.p.A. ("Unipol" or the "Issuer") (together with its
subsidiaries, the "Unipol Group" or the "Group") is 100 per cent. of their principal amount.
Unless previously redeemed or cancelled, the Notes will be redeemed at their principal amount on 28 July 2023.
The Notes are subject to redemption in whole at their principal amount at the option of the Issuer at any time in
the event of certain changes affecting taxation in the Republic of Italy. The Notes may also be redeemed at the
option of the Issuer, in whole but not in part, at their principal amount on 28 July 2013 and at any Floating Rate
Interest Payment Date (as defined in "Terms and Conditions of the Notes-Interest") thereafter. See Terms and
Conditions of the Notes-Redemption and Purchase.
The Notes will bear interest from and including 28 July 2003 up to but excluding 28 July 2013 at the rate of
5.66 per cent. per annum payable annually in arrear on 28 July in each year commencing on 28 July 2004
and accruing up to but excluding 28 July 2013. From and including 28 July 2013 up to but excluding 28
July 2023, the Notes will bear interest at the rate of 2.5 per cent. per annum above the average of the
Euribor rate for three-month euro deposits payable quarterly in arrear on each 28 January, 28 April, 28 July
and 28 October commencing on 28 October 2013. Payments on the Notes will be made in euro without
deduction for or on account of taxes imposed or levied by the Republic of Italy to the extent described
under "Terms and Conditions of the Notes-Taxation".
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended, (the "Securities Act") and are subject to United States tax law requirements. The Notes are being
offered outside the United States by the Joint Lead Managers (as defined in "Subscription and Sale") in
accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes will be in bearer form and in the denominations of euro 1,000, euro 10,000 and euro 100,000.
The Notes will initially be in the form of a temporary global note (the "Temporary Global Note"), without
interest coupons, which will be deposited on or around 28 July 2003 (the "Closing Date") with a common
depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). The Temporary Global Note will be
exchangeable, in whole or in part, for interests in a permanent global note (the "Permanent Global Note"),
without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S.
beneficial ownership. Interest payments in respect of the Notes cannot be collected without such
certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain
limited circumstances in whole, but not in part, for Notes in definitive form in the denominations of
euro 1,000, euro 10,000 and euro 100,000 and with interest coupons attached. See Summary of Provisions
Relating to the Notes in Global Form.

Joint Arrangers

Credit Suisse First Boston
Mediobanca
Unipol Merchant S.p.A.
Banca di Credito Finanziario S.p.A.

Joint Lead Managers

Credit Suisse First Boston

Mediobanca
Banca di Credito Finanziario S.p.A.
25 July 2003

The Issuer has confirmed to Credit Suisse First Boston (Europe) Limited ("Credit Suisse First Boston")
and Mediobanca Banca di Credito Finanziario S.p.A. ("Mediobanca") (together the "Joint Lead
Managers") that this Offering Circular contains all information regarding the Issuer and the Notes which
is (in the context of the issue of the Notes) material; such information is true and accurate in all material
respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in
this Offering Circular on the part of the Issuer are honestly held or made, are not misleading in any
material respect and have been reached after considering all relevant circumstances of which the Issuer is
aware and are based on reasonable assumptions; this Offering Circular does not omit to state any material
fact necessary to make such information, opinions, predictions or intentions (in such context) not
misleading in any material respect; and all reasonable enquiries have been made to ascertain and to verify
the foregoing. The Issuer accepts responsibility for the information contained in this document.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained in this Offering Circular or as approved for such purpose by
the Issuer. Any such representation or information should not be relied upon as having been authorised by
the Issuer, the Joint Arrangers or the Joint Lead Managers.
The Joint Lead Managers have not separately verified the information contained in this Offering Circular.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
is accepted by the Joint Lead Managers as to the accuracy or completeness of this Offering Circular or any
further information supplied in connection with the Notes. The Joint Lead Managers accept no liability in
relation to this Offering Circular or any document forming part of this Offering Circular or the distribution
of any document or with regard to any other information supplied by or on behalf of the Issuer. Each
investor contemplating purchasing Notes shall make its own independent investigation of the financial
condition, general affairs and prospects, and its own appraisal of the creditworthiness, of the Issuer.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Note shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of the Issuer since the date of this
Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any
Notes.
The distribution of this Offering Circular and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on
distribution of this Offering Circular and other offering material relating to the Notes, see Subscription and
Sale.
In particular, the Notes have not been and will not be registered under the Securities Act and are subject to
United States tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered in the United States or to U.S. persons. In addition, the Issuer has not authorised any offer of
Notes to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations
1995 (the "Regulations"). Notes may not lawfully be offered or sold to persons in the United Kingdom
except in circumstances which do not result in an offer to the public in the United Kingdom within the
meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations.
In this Offering Circular, unless otherwise specified, references to "Lit.", "ITL" or "lire" are to Italian lire;
to " ", "euro" or "euro" are to the single currency introduced at the start of the third stage of European
Monetary Union pursuant to the Treaty establishing the European Communities, as amended by the Treaty
on European Union. References to "billions" are to thousands of millions.
Certain figures included in this Offering Circular have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

In connection with this issue, Credit Suisse First Boston (Europe) Limited (the "Stabilisation
Manager") (or any person acting for the Stabilisation Manager) may over-allot or effect transactions in
any over-the counter market or otherwise, with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail for a limited period. However, there may be no
obligation on the Stabilisation Manager to do this. Such stabilising, if commenced, may be discontinued
at any time and must be brought to an end after a limited period. Such stabilising shall be in
compliance with all applicable laws, regulations and rules.
2

CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE...........................................................................................4
INVESTMENT CONSIDERATIONS.....................................................................................................................5
TERMS AND CONDITIONS OF THE NOTES.....................................................................................................7
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ........................................15
USE OF PROCEEDS.............................................................................................................................................17
DESCRIPTION OF THE ISSUER ........................................................................................................................18
SUMMARY FINANCIAL INFORMATION IN RELATION TO THE ISSUER ................................................40
TAXATION...........................................................................................................................................................57
SUBSCRIPTION AND SALE...............................................................................................................................61
GENERAL INFORMATION ................................................................................................................................63
ANNEX A - PRO FORMA DATA IN RELATION TO THE WINTERTHUR ACQUISITION........................64
ANNEX B - AUDITORS' LETTER IN RELATION TO THE PRO FORMA DATA........................................70

3

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:
(A)
the audited consolidated and non-consolidated financial statements of the Issuer for the years ended 31
December 2001 and 31 December 2002; and
(B)
the unaudited consolidated financial statements of the Issuer for the three months ended 31 March 2003.
Copies of such financial statements will be obtainable free of charge at the offices of the Paying Agent in
Luxembourg.
So long as the Notes remain outstanding, the Information Memorandum (Documento Infomativo) issued by the
Issuer in respect of the Winterthur Acquisition (as defined hereafter), together with the review report of KPMG
S.p.A. annexed thereto and dated 4 July 2003, both in the original Italian, will be available for inspection at the
offices of the Paying Agent in Luxembourg and at the registered office of the Issuer.

4

INVESTMENT CONSIDERATIONS
Potential purchasers of the Notes should carefully consider the following investment considerations, as well as
the other information contained in this Offering Circular, before deciding to purchase Notes. This summary is
not intended to be exhaustive and prospective Noteholders should also read the information set out elsewhere in
this Offering Circular and in the documents incorporated by reference into this Offering Circular. Such
documents will be available free of charge during business hours at the offices for the time being of the Paying
Agent and the Listing Agent.
Winterthur Acquisition, Clearance from Regulatory Authorities
Pursuant to a purchase agreement entered into on 21 June 2003 (the "Purchase Agreement"), Unipol is in effect
under an obligation to complete the acquisition of Winterthur Assicurazioni S.p.A. ("Winterthur Assicurazioni"),
Winterthur Vita S.p.A. ("Winterthur Vita") and Winterthur Italia Holding S.p.A. ("Winterthur Italia Holding")
(together, the "Winterthur Italia Group") from Winterthur Swiss Insurance and Winterthur Life (together, the
"Sellers") by 31 December 2003 (the "Winterthur Acquisition").
The Winterthur Acquisition is subject to obtaining clearance from the relevant regulatory authorities that is still
pending. At the time of entering into the Purchase Agreement, Unipol paid euro 90 million to the Sellers as part
advance payment for the purchase price of the Winterthur Italia Group. The Sellers, under the Purchase
Agreement, are entitled to keep this advance payment if clearance is not obtained by 31 December 2003.
The management plan for the Winterthur Acquisition aims at meeting medium and long term targets to improve
the profitability of the Winterthur Italia Group and the Unipol Group. At present, management cannot give any
assurance as to the achievement of its strategic aims in connection with the Winterthur Italia Group or the
successful integration of the Winterthur Italia Group into the Unipol Group and, in particular, as to the timing
and size of any cost savings or as to any improvements in efficiency levels and operating capacities of the
Group. Further, any factors which could have adverse effects on the Winterthur Italia Group's business would
also potentially adversely affect Unipol's business and results of operations.
Late or Missed Cost Savings and Adverse Effects on Technical Reserves Ratios
The Group is subject to extensive and periodical reviews of its reserve positions by internal and external
actuaries, in accordance with the regulatory provisions of the Istituto per la Vigilanza sulle Assicurazioni Private
("ISVAP"). See Description of the Issuer Regulatory framework. Management believes that the Group is
adequately provisioned. As for any other insurance company, there is a degree of uncertainty with respect to the
adequacy of such technical reserves. Further, there is no assurance that, in the future, unexpected events which
might have an adverse effect on the Group's technical reserves and its business, financial condition and results
will not occur. Management believes, however, that the Group's track record shows an approach to risk
management which should reduce the risk of any unexpected adverse effects for the future and assist in
mitigating any effects of the Winterthur Acquisition on its technical reserve ratios.
Forecasts
The Offering Circular contains some forecasts on Unipol's and the Group's business and performance, including
those contained in Description of the Issuer - Strategy. This information is subject to risks and uncertainties that
could determine a significant variation of the above forecasts.
Subordination of the Notes and ISVAP's Consent for Early Redemption
The Notes are subordinated and each prospective investor's attention is drawn to the following provisions.
· Subordination
The payment obligations of the Issuer in respect of principal and interest under the Notes are subordinated
to the claims of all unsubordinated and unsecured creditors (including policyholders) of the Issuer so that
all such creditors are entitled to be satisfied in full before any payments are made in respect of principal and
interest under the Notes. In a bankruptcy, dissolution, liquidation or other winding-up of the Issuer,
including the Issuer becoming subject to an order for liquidazione coatta amministrativa, the Notes will
rank pari passu with all other dated subordinated obligations of the Issuer, save for such obligations as may
be preferred by provisions of law that are both mandatory and of general application, and senior to all
undated subordinated obligations of the Issuer and to the share capital of the Issuer.
· Early Redemption Subject to ISVAP's Consent
The early redemption at the option of the Issuer and the early redemption for tax reasons, in each case of
the Notes, and the purchase of Notes by the Issuer, to the extent the Notes are computed in whole or in part
within the solvency margin (margine di solvibilità) of Unipol are all subject to the prior consent of ISVAP,

5

with a minimum time for the relevant notice to be given by the Issuer to ISVAP of three months. Any
consent by ISVAP in relation to any of these events affecting the Notes will be given upon ISVAP being
satisfied that the then applicable minimum solvency margin ratios of the Group will be satisfied, both
before and after the redemption of the Notes has been effected. Should an issue arise as to the Unipol's
solvency margin potentially decreasing below the minimum level required for regulatory purposes upon the
redemption of the Notes, ISVAP may give its consent to early redemption to the extent that Unipol can find
alternative means, e.g. a share capital increase, of bringing its solvency margin up to the minimum level
required by the then applicable regulatory provisions.
Reliance on the Italian Market
The Group, including the Winterthur companies that are to be acquired, operates in the Italian market. The
Group's operating results are significantly dependent on the conditions of the Italian insurance market. Any
downturn in this market may adversely affect the Group's financial condition and results. General economic
conditions in Italy in general, including interest rate levels, inflation or deflation, financial and currency market
trends, may also impact upon the Group's operating results.
Competition
The Italian insurance market has experienced significant changes in recent years due to the introduction of
several laws and regulations as a result of the implementation of a number of insurance directives issued by the
European Union (EU).
As a result, direct marketing of non-life and life insurance may be carried out on a cross-border basis and
therefore for insurance companies it is much easier to operate outside their home state. The development of a
single European market together with the reduction of regulatory restrictions is also facilitating the growth of
new distribution systems, partially replacing the traditional reliance on insurance intermediaries such as agents.
Changes in the regulatory regime have also increased competitive pressure on insurance companies in the Italian
market in general. There is no assurance that the Group will be able to compete successfully in the future against
existing or potential competitors or that the Group's business, financial condition and results of operations will
not be adversely affected by increased competition.
Extensive Regulatory Supervision and its Impact
The Group, with respect to its insurance business, is subject to extensive regulatory supervision like other
insurance companies operating in Italy. Laws and regulations which impact upon the Italian insurance industry,
especially those related to consumer protection, may adversely affect the Group's insurance business at different
levels.
Changes in Investment Market Conditions
The Group has substantial investments in listed and unlisted securities and any operating profits with respect to
them depend to a significant extent on the market valuation and liquidity of these securities. Adverse market
conditions and any liquidity of these securities may have an adverse impact on the results of the Group.
Nevertheless, management believes that the conservative investment policy of the Group will reduce this adverse
impact during 2003 and 2004. Further, the Group's investments in equity securities in aggregate is at present less
than 3 per cent. of its overall assets, reducing the risk of an adverse impact to a minimum.
Volatility in the Price of the Notes
The price of the Notes on the market could be subject to significant fluctuations in response to, among other
factors, interest rates, inflation and variations in the Group's operating results or financial condition.
Developments and changes in securities analyst recommendations regarding the insurance industry may also
influence and bring volatility in the price of the Notes in the market.
Absence of Secondary Market; Limited Liquidity
There can be no assurance that a secondary market in the Notes will develop or, if it does develop, that it will
provide holders of the Notes with liquidity of investments, or that it will continue for the life of the Notes.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
6

TERMS AND CONDITIONS OF THE NOTES
The following is the text of the Terms and Conditions of the Notes which (subject to completion and
amendment) will be endorsed on each Note in definitive form:
The euro 300,000,000 Fixed/Floating Rate Subordinated Callable Notes due 2023 (the "Notes") of Compagnia
Assicuratrice Unipol S.p.A. (in such capacity, the "Issuer") are the subject of a fiscal agency agreement dated 28
July 2003 (as amended or supplemented from time to time, the "Agency Agreement") between the Issuer, BNP
Paribas Securities Services, Luxembourg branch as fiscal agent (the "Fiscal Agent", which expression includes
any successor fiscal agent appointed in connection with the Notes), BNP Paribas Securities Services,
Luxembourg branch as agent bank (the "Agent Bank", which expression includes any successor agent bank
appointed in connection with the Notes) and the paying agents (if any) named therein (together with the Fiscal
Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed
from time to time in connection with the Notes). Certain provisions of these Conditions are summaries of the
Agency Agreement and subject to their detailed provisions. The holders of the Notes (the "Noteholders") and the
holders of the related interest coupons (the "Couponholders" and the "Coupons", respectively, which latter
expression shall, unless the context otherwise requires, include the talons for further interest coupons (the
"Talons")) shall be bound by, and deemed to have notice of, all the provisions of the Agency Agreement
applicable to them. Copies of the Agency Agreement are available for inspection during normal business hours
at the Specified Offices (as defined in the Agency Agreement) of each of the Paying Agents, the initial Specified
Offices of which are set out below.
1.
Form, Denomination and Title
The Notes are in bearer form in the denominations of euro 1,000, euro 10,000 and euro 100,000 with Coupons
and one Talon attached at the time of issue. Notes of one denomination will not be exchangeable for Notes of
another denomination. Title to the Notes will pass by delivery. The holder of any Note shall (except as otherwise
required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of
any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss
or theft thereof) and no person shall be liable for so treating such holder. No person shall have any right to
enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999.
2.
Status of the Notes
The Notes constitute direct, general, unconditional and subordinated obligations of the Issuer which will, in the
event of bankruptcy, dissolution, liquidation or winding up of the Issuer, rank junior in right of payment to all
unsubordinated, unsecured creditors (including policyholders) of the Issuer, pari passu among themselves and at
least pari passu with all other present and future unsecured dated subordinated obligations of the Issuer, save for
such obligations as may be preferred by provisions of law that are both mandatory and of general application,
and in priority to all present and future unsecured undated subordinated obligations of the Issuer and further in
priority to the claims of shareholders of the Issuer.
3. Interest
(A)
Accrual of Interest
Interest on the Notes will accrue from and including 28 July 2003 (the "Issue Date"), payable in arrear on 28
July in each year commencing on 28 July 2004, and will accrue up to but excluding 28 July 2013 (each, a
"Fixed Rate Interest Payment Date"), and thereafter on 28 January, 28 April, 28 July and 28 October in each
year commencing on 28 October 2013 accruing up to but excluding 28 July 2023, (each, a "Floating Rate
Interest Payment Date") subject as provided in Condition 5 (Payments and Exchange of Talons). Each period
beginning on (and including) the Issue Date or any Fixed Rate Interest Payment Date and ending on (but
excluding) the next (or first) Fixed Rate Interest Payment Date is herein called a "Fixed Rate Interest Period".
Each period beginning on (and including) 28 July 2013 or any Floating Rate Interest Payment Date and ending
on (but excluding) the next (or first) Floating Rate Interest Payment Date is herein called a "Floating Rate
Interest Period".
Each Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of
principal is improperly withheld or refused, in which case it will continue to bear interest at the rate applicable as
at such due date for redemption (as well after as before judgment) until whichever is the earlier of (A) the day on
which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder
and (B) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all
sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default
in payment).

7

(B)
Payment of Interest
Interest which accrues during either a Fixed Rate Interest Period or, as the case may be, a Floating Rate Interest
Period ending on (but excluding) a Compulsory Interest Payment Date (as defined below) will be payable on that
Compulsory Interest Payment Date. Interest which accrues during a Fixed Rate Interest Period or, as the case
may be, a Floating Rate Interest Period ending on (but excluding) an Optional Interest Payment Date (as defined
below) will be payable on that Optional Interest Payment Date only if the Issuer so elects by not less than 10 nor
more than 30 days' notice to the Noteholders and the Couponholders in accordance with Condition 12 (Notices)
(which notice will be irrevocable and will oblige the Issuer to pay that interest on that Optional Interest Payment
Date) and will otherwise constitute "Arrears of Interest". The Issuer shall not have any obligation to pay interest
on any Optional Interest Payment Date if it does not elect to do so and any such failure to pay shall not constitute
a default of the Issuer for any purpose. The Issuer may pay outstanding Arrears of Interest (in whole or in part) at
any time on giving not less than 10 nor more than 30 days' notice to the Noteholders and the Couponholders in
accordance with Condition 12 (Notices) (which notice will be irrevocable and will oblige the Issuer to pay the
relevant Arrears of Interest on the payment date specified in that notice). The Issuer will also be obliged to pay
outstanding Arrears of Interest (in whole but not in part) on:
(i)
the next Compulsory Interest Payment Date;
(ii)
the Interest Payment Date following a five year period from the Optional Interest Payment Date upon
which the Issuer has not paid in full interest accrued in respect of the Notes (including, for the
avoidance of doubt, Arrears of Interest and any other unpaid interest amounts);
(iii)
the due date for redemption of the Notes; or
(iv)
the date on which an order is made for the bankruptcy, winding up, liquidation or dissolution of the
Issuer.
Arrears of Interest will themselves bear interest at a rate which corresponds to the rate of interest from time to
time applicable to the Notes in respect of a Fixed Rate Interest Period or, as the case may be, a Floating Rate
Interest Period.
In this Condition 3(B):
"Compulsory Interest Payment Date" means either any Fixed Rate Interest Payment Date or, as the case may be,
any Floating Rate Interest Payment Date which is not an Optional Interest Payment Date; "Optional Interest
Payment Date" means either any Fixed Rate Interest Payment Date or, as the case may be, any Floating Rate
Interest Payment Date in respect of which both of the following criteria are met: (a) no dividend was declared in
respect of any class of shares of Compagnia Assicuratrice Unipol S.p.A. at the Annual Shareholders' Meeting of
Compagnia Assicuratrice Unipol S.p.A. immediately preceding that Fixed Rate Interest Payment Date or, as the
case may be, that Floating Rate Interest Payment Date and (b) no such dividend has been declared since that
Annual Shareholders' Meeting.
(C)
Interest Payment
The rate at which interest accrues on the Notes will be:
(i)
from, and including, the Issue Date to, but excluding, 28 July 2013, 5.66 per cent. per annum (the
"Fixed Rate of Interest"); and
(ii)
during each period beginning on, and including, 28 July 2013, and ending on, but excluding, the next
Floating Rate Interest Payment Date up to and including 28 July 2023, the rate determined in
accordance with Condition 3(D) below (the "Floating Rate of Interest").
(D)
Floating Rate of Interest
The Agent Bank will determine the rate for deposits in euro for a period equal to the relevant Floating Rate
Interest Period which appears on the display page designated Euribor = on Reuters (or such other page as may
replace that page on that service, or such other service as may be nominated as the information vendor, for the
purpose of displaying comparable rates) as of 11.00 a.m. (Brussels time) on the second business day (as defined
below) before the first day of the relevant Floating Rate Interest Period (the "Interest Determination Date").
If such rate does not appear on that page, the Agent Bank will:
(i)
request the principal euro-zone office of each of four major banks in the euro-zone interbank market to
provide a quotation of the rate at which deposits in euro are offered by it in the euro-zone interbank
market at approximately 11.00 a.m. (Brussels time) on the Interest Determination Date to prime banks
8

in the euro-zone interbank market for a period equal to the relevant Floating Rate Interest Period and in
an amount that is representative for a single transaction in that market at that time;
(ii)
determine the arithmetic mean (rounded, if necessary, to the nearest hundred thousandth of a percentage
point, 0.000005 being rounded upwards) of such quotations; and
(iii)
if fewer than two such quotations are provided as requested, the Agent Bank will determine the
arithmetic mean (rounded, if necessary, as aforesaid) of the rates quoted by major banks in Europe,
selected by the Agent Bank, at approximately 11.00 a.m. (Brussels time) on the Interest Determination
Date for loans in euro to leading European banks for a period equal to the relevant Floating Rate
Interest Period and in an amount that is representative for a single transaction in that market at that
time.
The Floating Rate of Interest for such Floating Rate Interest Period shall be the sum of 2.5 per cent. per annum
and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Agent
Bank is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above
provisions in relation to any Floating Rate Interest Period, the Floating Rate of Interest applicable to the Notes
during such Floating Rate Interest Period will be the sum of the 2.5 per cent. per annum and the rate (or as the
case may be) arithmetic mean last determined in relation to the Notes in respect of the preceding Floating Rate
Interest Period.
(E)
Amount of Interest - Fixed
The amount of interest payable in respect of each Note for any Fixed Rate Interest Period shall be calculated by
applying the Fixed Rate of Interest to the principal amount of such Note and rounding the resulting figure to the
nearest euro 0.01 (euro 0.005 being rounded upwards). Where an amount of interest is required to be calculated
applying a Fixed Interest Rate for a period of less than a full year, it shall be calculated on the basis of the actual
number of days in the period from and including the most recent Fixed Rate Interest Payment Date (or, if none,
the Issue Date) to but excluding the relevant payment date divided by the actual number of days in the period
from and including the most recent Fixed Rate Interest Payment Date (or, if none, the Issue Date) to but
excluding the next (or first) scheduled Fixed Rate Interest Payment Date and rounding the resulting figure to the
nearest euro 0.01 (euro 0.005 being rounded upwards).
(F)
Amount of Interest - Floating
Where an amount of interest is required to be calculated applying a Floating Rate of Interest it shall be calculated
by applying the applicable Floating Rate of Interest to the principal amount of such Note, multiplying the
product by the actual number of days in the Floating Rate Interest Period (or any part thereof, in the case of a
broken period) divided by 360 and rounding the resulting figure to the nearest euro 0.01 (euro 0.005 being
rounded upwards).
(G)
Notifications, etc.
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed,
made or obtained for the purposes of this Condition 3 by the Agent Bank will (in the absence of manifest error)
be binding on the Issuer, the Paying Agents, the Noteholders and the Couponholders.
(H)
Publications
The Agent Bank will cause each Floating Rate of Interest, each Floating Rate Interest Period, each amount of
interest payable in respect of each Note for any Floating Rate Interest Period, each Optional Interest Payment
Date and, in respect of each Optional Interest Payment Date, confirmation as to whether the Issuer has elected to
pay interest pursuant to Condition 3(B) (Payment of Interest), to be notified to the Issuer, the Paying Agents,
Euroclear Bank S.A./N.V. as operator of the Euroclear system, Clearstream Banking, société anonyme,
Luxembourg, and to each stock exchange (if any) on which the Notes are then listed as soon as practicable after
such determination.
4. Redemption
and
Purchase
(A)
Scheduled redemption
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their principal amount
on 28 July 2023, subject as provided in Condition 5 (Payments and exchange of Talons).
(B)
Redemption for tax reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (or, in the case of a
Floating Rate Interest Period, on any Floating Rate Interest Payment Date) after 18 months from the Issue Date,

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on giving not less than 30 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable) at
their principal amount, together with interest accrued to the date fixed for redemption, if:
(i)
the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition
6 (Taxation) as a result of any change in, or amendment to, the laws or regulations of any Relevant
Jurisdiction (as defined in Condition 6 (Taxation)) or any change in the application or official
interpretation of such laws or regulations (including a holding by a court of competent jurisdiction),
which change or amendment becomes effective on or after 28 July 2003; and
(ii)
such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date
on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were
then due.
Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver or procure
that there is delivered to the Fiscal Agent:
(1) a certificate signed by two directors of the Issuer stating that the Issuer is entitled to effect such redemption
and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem
have occurred; and
(2) an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will
become obliged to pay such additional amounts as a result of such change or amendment. Upon the expiry of
any such notice as is referred to in this Condition 4(B), the Issuer shall be bound to redeem the Notes in
accordance with this Condition 4(B).
(C)
Redemption at the option of the Issuer
The Notes may be redeemed at the option of the Issuer in whole, but not in part, on 28 July 2013, and each
Floating Rate Interest Payment Date thereafter (each a "Call Settlement Date") at a price equal to 100 per cent.
of their principal amount on the Issuer's giving not less than 15 nor more than 60 days' notice to the Noteholders
(which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes on the relevant Call Settlement
Date at such price).
(D)
Purchase
The Issuer may purchase Notes in the open market or otherwise and at any price.
(E)
Cancellation
All Notes so redeemed by the Issuer and any unmatured Coupons attached to or surrendered with them may not
be reissued or resold. All Notes so purchased by the Issuer and any unmatured Coupons or unexchanged Talons
attached to or surrendered with them may be held or resold or surrendered for cancellation.
(F)
Authorisations
Any redemption or purchase provided for by Conditions 4(B) (Redemption for tax reasons), (C) (Redemption at
the option of the Issuer) and (D) (Purchase) above shall be subject to any prior authorisation which may be
required by any applicable law then in force, including authorisation from any authority supervising the business
of the Issuer. If the laws of the country of incorporation of the Issuer provide that subordinated debt securities
may be taken into account for the calculation of any relevant solvency margin, solvency requirement or adjusted
solvency only if the terms and conditions of the relevant subordinated debt securities include a provision to the
effect that authorisation from a supervisory authority must be obtained prior to the early redemption or purchase
of the relevant debt securities, such authorisation shall be a condition precedent to the redemption or repurchase
of the Notes.
In this Condition 4(F):
"authorisations" means any consent, authorisation, approval, leave or permit; and
"law" includes any law, act of Parliament, regulation, ruling, circular, letter or any official application or
interpretation of the above, including a holding of a court of competent jurisdiction.
(G)
No other redemption
The Issuer shall not be entitled to redeem the Notes otherwise than as provided in this Condition 4.
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