Obligation Alliancer 4.5% ( XS0208469923 ) en EUR

Alliancer

100 % ▼

Pays-Bas

XS0208469923 ( en EUR )

4.5% par an ( paiement annuel )

17/12/2019 - Obligation échue

Prospectus brochure de l'obligation Alliander XS0208469923 en EUR 4.5%, échue

1 000 EUR

300 000 000 EUR

Alliander est une entreprise néerlandaise d'infrastructures énergétiques gérant le réseau de distribution d'électricité et de gaz naturel dans une grande partie des Pays-Bas.

L'Obligation émise par Alliancer ( Pays-Bas ) , en EUR, avec le code ISIN XS0208469923, paye un coupon de 4.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/12/2019

INFORMATION MEMORANDUM DATED 24 April 2003
Nuon Finance B.V.
(Incorporated in the Netherlands with limited liability and having its
corporate seat in Amsterdam)
guaranteed by
n.v. Nuon
(Incorporated in the Netherlands with limited liability and having its corporate seat in Amsterdam)
Euro 2,000,000,000
Euro Medium Term Note Programme
Under this Euro 2,000,000,000 Euro Medium Term Note Programme (the ``Programme''), Nuon
Finance B.V. (the ``Issuer'') may from time to time issue notes (the ``Notes'') denominated in any currency
agreed between the Issuer and the relevant Dealer (as de®ned below). The payment of all amounts due in
respect of the Notes will be unconditionally and irrevocably guaranteed by n.v. Nuon (the ``Guarantor'').
Subject as set out herein, the Notes will not be subject to any maximum maturity but will have a
minimum maturity of one month and the maximum aggregate nominal amount of all Notes from time to
time outstanding will not exceed Euro 2,000,000,000 (or its equivalent in other currencies calculated as
described herein).
The Notes will be issued on a continuing basis to one or more of the Dealers speci®ed herein and any
additional Dealer appointed under the Programme from time to time, which appointment may be for a
speci®c issue or on an ongoing basis (each a ``Dealer'' and together the ``Dealers''). The Dealer or Dealers
with whom the Issuer agrees or proposes to agree on the issue of any Notes is or are referred to as the
``relevant Dealer'' in respect of those Notes.
The Notes of each Tranche (as de®ned herein) will (unless otherwise speci®ed in the applicable Pricing
Supplement) initially be represented by a global Note which will be deposited on or about the issue date
thereof with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear
System (``Euroclear'') and Clearstream Banking, socieÂteÂ anonyme (``Clearstream, Luxembourg'') and/or
any other agreed clearance system. See ``Form of the Notes'' herein.
Application has been made for Notes issued under the Programme to be listed on the Luxembourg
Stock Exchange. In addition, Notes issued under the Programme may be admitted to listing, trading and/or
quotation by any listing authority, stock exchange and/or quotation system.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the
Terms and Conditions of the Notes herein, in which case a supplementary Information Memorandum, if
appropriate, will be made available which will describe the effect of the agreement reached in relation to
such Notes.
Arranger
Citigroup
Dealers
ABN AMRO
Barclays Capital
BNP PARIBAS
Citigroup
ING Financial Markets
UBS Warburg
WestLB AG

IMPORTANT NOTICE
The Issuer (in relation to itself and the Notes only) and the Guarantor accept responsibility for the
information contained in this Information Memorandum. To the best of the knowledge and belief of each
of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the
information contained in this Information Memorandum is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Application has been made for the Notes to be issued under the Programme to be listed on the
Luxembourg Stock Exchange. Notice of the aggregate nominal amount of Notes, interest (if any) payable
in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which
are applicable to each Tranche of Notes will be set forth in a pricing supplement (the ``Pricing Supplement'')
which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be delivered to the
Luxembourg Stock Exchange, on or before the date of issue of the Notes of such Tranche.
The Programme provides that Notes may be admitted to listing, trading and/or quotation by such
other or further listing authority or listing authorities, stock exchange or stock exchanges and/or quotation
system or quotation systems as may be agreed between the Issuer and the relevant Dealer. The Issuer may
also issue unlisted Notes.
This Information Memorandum is to be read and construed together with any amendments or
supplements hereto and with any other documents which are deemed to be incorporated herein by reference
and, in relation to any Tranche (as de®ned herein) of Notes, should be read and construed together with the
relevant Pricing Supplement (as de®ned herein) (see ``Documents Incorporated by Reference'' herein). This
Information Memorandum shall be read and construed on the basis that such documents are incorporated
in and form part of this Information Memorandum.
No person has been authorised to give any information or to make any representation not contained
in or not consistent with this Information Memorandum or any other document entered into in relation to
the Programme or any other information supplied by the Issuer or the Guarantor or such other
information as is in the public domain and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer, the Guarantor or any of the Dealers. The Dealers
have not independently veri®ed the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the
Dealers or any of their respective af®liates, in their capacity as such, as to the accuracy or completeness of
the information contained in this Information Memorandum or any other information provided by the
Issuer or the Guarantor.
Neither this Information Memorandum nor any Pricing Supplement nor any other information
supplied in connection with the Programme (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, the Guarantor or any of the
Dealers that any recipient of this Information Memorandum or any other information supplied in
connection with the Programme should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the ®nancial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and the Guarantor. Neither this Information Memorandum
nor any other information supplied in connection with the Programme constitutes an offer or invitation by
or on behalf of the Issuer, the Guarantor or any of the Dealers to any person to subscribe for or to
purchase any Notes.
The delivery of this Information Memorandum and any Pricing Supplement or the offering, sale or
delivery of any Note does not at any time imply that the information contained herein concerning the
Issuer and the Guarantor is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the
document containing the same or that there has been no adverse change, in the condition (®nancial or
otherwise) of the Issuer or the Guarantor since the date thereof or, if later, the date upon which this
Information Memorandum has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. The Dealers
expressly do not undertake to review the ®nancial condition or affairs of the Issuer or the Guarantor during
the life of the Programme. Investors should review, inter alia, the most recent ®nancial statements of the
Issuer and the Guarantor when deciding whether or not to purchase any Notes.
2

The distribution of this Information Memorandum and any Pricing Supplement and the offer or sale
of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Information
Memorandum and any Pricing Supplement or any Notes come must inform themselves about, and observe,
any such restrictions. In particular, there are restrictions on the distribution of this Information
Memorandum and the offer or sale of Notes in Germany, Japan, the Netherlands, the United Kingdom
and the United States (see ``Subscription and Sale'' herein).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the ``Securities Act''), and certain of the Notes are subject to U.S. tax law requirements. Subject
to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S.
persons (see ``Subscription and Sale'' herein). In addition the Issuer has not authorised any offer of Notes
having a maturity of one year or more to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995 (as amended) (the ``Regulations'').
The maximum aggregate principal amount of Notes outstanding and guaranteed at any one time
under the Programme will not exceed Euro 2,000,000,000 (and for this purpose, any Notes denominated in
another currency shall be translated into euro at the date of the agreement to issue such Notes (calculated
as described herein)). The maximum aggregate principal amount of Notes which may be outstanding at any
one time under the Programme may be increased from time to time, subject to compliance with the relevant
provisions of the Dealer Agreement (as de®ned under ``Subscription and Sale'').
All references in this document to ``U.S. dollars'' and ``U.S.$'' refer to United States dollars and
references to ``euro'' and ``Euro'' refer to the currency introduced at the start of the third stage of European
Economic and Monetary Union pursuant to the Treaty establishing the European Community, as
amended.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) named as the
Stabilising Manager (or any person acting for the Stabilising Manager) in the applicable Pricing Supplement
may over-allot or effect transactions 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
Stabilising Manager (or any agent of the Stabilising 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 relevant laws and regulations and rules.
3

TABLE OF CONTENTS
Documents Incorporated By Reference PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
5
Summary Of The Programme PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
6
Form Of The Notes PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
9
Form Of Pricing Supplement PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
11
Terms And Conditions Of The NotesPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
18
Use Of Proceeds PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
38
Nuon Finance B.V. PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
39
n.v. Nuon PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
43
Netherlands Taxation PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
54
Subscription And Sale PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
56
General Information PPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPPP
60
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(a) the Articles of Association (statuten) of the Issuer and of the Guarantor;
(b) the most recently published audited ®nancial statements (including the auditors' report thereon
and notes thereto) and any interim six monthly ®nancial statements (whether audited or
unaudited) published subsequently to such annual ®nancial statements of the Guarantor from
time to time (as included respectively in the annual and interim reports of the Guarantor);
(c) the most recent audited ®nancial statements and interim ®nancial statements (if any) of the
Issuer (as included respectively in the annual and interim reports of the Guarantor);
(d) all supplements to this Information Memorandum circulated by the Issuer and the Guarantor
from time to time in accordance with the undertaking given by the Issuer and the Guarantor in
the Dealer Agreement (as de®ned in ``Subscription and Sale'' herein); and
(e) with respect to any Tranche of Notes, the applicable Pricing Supplement,
save that any statement contained herein or in a document which is incorporated by reference herein shall
be deemed to be modi®ed or superseded for the purpose of this Information Memorandum to the extent
that a statement contained in any such subsequent document which is deemed to be incorporated by
reference herein modi®es or supersedes such earlier statement (whether expressly, by implication or
otherwise).
The Issuer and the Guarantor will provide, without charge, to each person to whom a copy of this
Information Memorandum has been delivered, upon the written or oral request of such person, a copy of
any or all of the documents which are incorporated herein by reference, save that a Pricing Supplement
relating to an unlisted Note will only be available for inspection by a Noteholder upon such Noteholder
producing evidence as to identity satisfactory to the relevant Paying Agent. Written or oral requests for
such documents should be directed to the speci®ed of®ce of any Paying Agent or the speci®ed of®ce of the
Listing Agent in Luxembourg.
The Issuer and the Guarantor will, in connection with the listing of the Notes on the Luxembourg
Stock Exchange, so long as any Note remains outstanding and listed on such exchange, in the event of a
material adverse change in the ®nancial condition of the Issuer or the Guarantor which is not re¯ected in
this Information Memorandum, or any change in the information set out under ``Terms and Conditions of
the Notes'', prepare a supplement to this Information Memorandum or publish a new Information
Memorandum for use in connection with any subsequent issue of Notes to be listed on the exchange. If the
terms of the Programme are modi®ed or amended in a manner which would make this Information
Memorandum inaccurate or misleading, a new Information Memorandum will be prepared.
This Information Memorandum and any supplement will only be valid for issuing Notes in an
aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all
Notes previously or simultaneously issued under the Programme, does not exceed Euro 2,000,000,000 or its
equivalent in other currencies. For the purpose of calculating the aggregate amount of Notes issued under
the Programme from time to time:
(a) the euro equivalent of Notes denominated in another Speci®ed Currency (as de®ned under
``Form of the Notes'' herein) shall be determined, at the discretion of the Issuer, as of the date of
agreement to issue such Notes (the ``Agreement Date'') or on the preceding day on which
commercial banks and foreign exchange markets are open for business in London, in each case
on the basis of the spot rate for the sale of the euro against the purchase of such Speci®ed
Currency in the London foreign exchange market quoted by any leading bank selected by the
Issuer on such date;
(b) the amount (or, where applicable, the euro equivalent) of Dual Currency Notes, Index-Linked
Notes and Partly Paid Notes (each as de®ned under ``Form of the Notes'' herein) shall be
calculated (in the case of Notes not denominated in euro, in the manner speci®ed above) by
reference to the original nominal amount of such Notes (in the case of Partly Paid Notes,
regardless of the subscription price paid); and
(c) the amount (or, where applicable, the euro equivalent) of Zero Coupon Notes (as de®ned under
``Form of the Notes'' herein) and other Notes issued at a discount or premium shall be
calculated (in the case of Notes not denominated in euro, in the manner speci®ed above) by
reference to the net proceeds received by the Issuer for the relevant issue.
5

SUMMARY OF THE PROGRAMME
The following summary does not purport to be complete and is taken from, and is quali®ed by, the
remainder of this Information Memorandum and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Pricing Supplement. Words and expressions de®ned in ``Form of the Notes''
and ``Terms and Conditions of the Notes'' herein, respectively, shall have the same meanings in this summary.
Issuer:
Nuon Finance B.V.
Guarantor:
n.v. Nuon
Description:
Euro Medium Term Note Programme
Arranger:
Citigroup Global Markets Limited
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
BNP PARIBAS
Citigroup Global Markets Limited
ING Bank N.V.
UBS Limited
WestLB AG
Regulatory Matters:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time. See ``Subscription and
Sale'' herein and the following summary of certain restrictions
applicable at the date of this Information Memorandum.
Issues of Notes with a maturity of more than one year denominated
in Swiss Francs or carrying a Swiss Franc-related element (other
than Notes privately placed with a single investor with no publicity)
will be effected in compliance with the relevant regulations of the
Swiss National Bank based on article 7 of the Federal Law on
Banks and Savings Banks of 8 November 1934 (as amended) and
article 15 of the Federal Law on Stock Exchanges and Securities
Trading of 24 March 1995 in connection with article 2, paragraph 2
of the Ordinance of the Federal Banking Commission on Stock
Exchanges and Securities Trading of 2 December 1996. Under these
regulations, the relevant Dealer or, in the case of a syndicated issue,
the lead manager (the ``Swiss Dealer''), must be a bank domiciled in
Switzerland (which includes branches or subsidiaries of a foreign
bank located in Switzerland) or a securities dealer duly licensed by
the Swiss Federal Banking Commission pursuant to the Federal
Law on Stock Exchanges and Securities Trading of 24 March 1995.
The Swiss Dealer must report certain details of the relevant
transaction to the Swiss National Bank no later than the date of
issue of the relevant Notes.
Agent:
Citibank, N.A.
Paying Agent:
Dexia Banque Internationale aÁ Luxembourg
Luxembourg Listing Agent:
Dexia Banque Internationale aÁ Luxembourg
Size:
Up to Euro 2,000,000,000 (or its equivalent in other currencies
calculated as described herein) outstanding and guaranteed at any
time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Dealer Agreement.
Distribution:
Notes may be distributed by way of private or public placement
and in each case on a syndicated or non-syndicated basis.
6

Currencies:
Subject to any applicable legal or regulatory restrictions, such
currencies as may be agreed between the Issuer and the relevant
Dealer, including, without limitation, Australian dollars, Canadian
dollars, Danish kroner, euro, Hong Kong dollars, New Zealand
dollars, Swedish kroner, Swiss francs, United States dollars, sterling
and Japanese yen.
Maturities:
Any maturity, subject to applicable laws, regulations and
restrictions and subject to a minimum maturity of one month.
Any Notes in respect of which the issue proceeds are received by the
Issuer in the United Kingdom and which have a maturity date of
less than one year must (a) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses; or who it is reasonable
to except will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses or (b) be
issued in other circumstances which do not constitute a
contravention of section 19 (the general prohibition) of the
Financial Services and Markets Act 2000 (the ``FSMA'').
Issue Price:
Notes may be issued on a fully-paid or a partly-paid basis and at an
issue price which is at par or at a discount to, or premium over, par.
Form of Notes:
Notes may only be issued in bearer form. Each Tranche of Notes
will initially be represented by a temporary global Note or a
permanent global Note in each case as speci®ed in the relevant
Pricing Supplement which will be deposited on or about the
relevant Issue Date with a common depositary for Euroclear and
Clearstream, Luxembourg and/or any other agreed clearance
system. The global Note will be exchangeable as described therein
for either a permanent global Note or de®nitive Notes upon certain
conditions including, in the case of a temporary global Note where
the issue is subject to TEFRA D selling restrictions, upon
certi®cation of non-U.S. bene®cial ownership as required by U.S.
Treasury regulations. The applicable Pricing Supplement will
specify that a permanent global Note is exchangeable for
de®nitive Notes either (i) upon not less than 30 days' notice or
(ii) upon the occurrence of an Exchange Event, as described in
``Form of the Notes'' herein. Any interest in a global Note will be
transferable only in accordance with the rules and procedures for
the time being of Euroclear, Clearstream, Luxembourg and/or any
other agreed clearance system, as appropriate.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a ®xed rate or a ¯oating rate or other variable
rate or be index-linked and the method of calculating interest may
vary between the issue date and the maturity date of the relevant
Series.
Redemption:
The applicable Pricing Supplement will indicate either that the
Notes cannot be redeemed prior to their stated maturity (other than
in speci®ed instalments (see below), if applicable, or for taxation
reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer and/or the Noteholders upon
giving not less than 15 nor more than 30 days' irrevocable notice (or
such other notice period (if any) as is indicated in the applicable
Pricing Supplement) to the Noteholders or the Issuer, as the case
may be, on a date or dates speci®ed prior to such stated maturity
and at a price or prices and on such terms as are indicated in the
applicable Pricing Supplement.
7

The applicable Pricing Supplement may provide that Notes may be
repayable in two or more instalments of such amounts and on such
dates as indicated in it.
Denomination of Notes:
Notes will be issued in such denominations as may be speci®ed in
the applicable Pricing Supplement save that the minimum
denomination of each Note will be such as may be allowed or
required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the
relevant Speci®ed Currency.
Taxation:
Payments in respect of the Notes will be made without withholding
or deduction for or on account of taxes levied in the Netherlands,
subject to certain exceptions as provided in Condition 8.
Negative Pledge:
See Condition 3.
Cross Default:
See Condition 10(iii).
Status of the Notes:
The Notes will constitute direct, unsecured and unsubordinated
obligations of the Issuer and will rank pari passu without any
preference among themselves and, subject as provided in Condition
3, with all other present and future unsecured and unsubordinated
obligations of the Issuer save for those preferred by mandatory
provisions of law.
Status of the Guarantee:
The Guarantor will in a guarantee dated 24 April 2003 (the
``Guarantee'') unconditionally and irrevocably guarantee the due
and punctual payment of all sums from time to time payable by the
Issuer in respect of the Notes. The obligations of the Guarantor
under the Guarantee will constitute direct, unsecured and
unsubordinated obligations of the Guarantor and rank pari passu
without any preference among themselves and, subject as provided
in Condition 3, with all other present and future unsecured and
unsubordinated obligations of the Guarantor save for those
preferred by mandatory provisions of law.
Listing:
Application has been made for the Notes to be issued under the
Programme to be listed on the Luxembourg Stock Exchange. The
Notes may also be admitted to listing, trading and/or quotation by
such other listing authority, stock exchange and/or quotation
system as may be agreed between the Issuer and the relevant Dealer
in relation to each issue. Unlisted Notes may also be issued. The
Pricing Supplement relating to each issue will state whether or not
the Notes are to be admitted to listing, trading and/or quotation
and, if so, by which listing authority, stock exchange and/or
quotation system.
Governing Law:
The Notes will be governed by, and construed in accordance with,
the laws of the Netherlands.
Selling Restrictions:
There are selling restrictions in relation to the laws of the
Netherlands, Germany, Japan, the United Kingdom and the
United States, and such other restrictions as may be required in
connection with the offering and sale of a particular Tranche of
Notes. See ``Subscription and Sale'' herein.
8

FORM OF THE NOTES
Each Tranche of Notes will (unless otherwise indicated in the applicable Pricing Supplement) be
initially represented by a temporary global Note (or, if so speci®ed in the applicable Pricing Supplement, a
permanent global Note), without receipts, interest coupons or talons, which will be delivered to a common
depositary for Euroclear and Clearstream, Luxembourg and/or any other agreed clearing system. Whilst
any Note is represented by a temporary global Note and subject to TEFRA D selling restrictions, payments
of principal and interest (if any) due prior to the Exchange Date (as de®ned below) will be made against
presentation of the temporary global Note only to the extent that certi®cation (in a form to be provided) to
the effect that the bene®cial owners of such Note are not U.S. persons or persons who have purchased for
resale to any U.S. person, as required by U.S. Treasury regulations, has been received by the relevant
clearing system(s) and the relevant clearing system(s) have given a like certi®cation (based on the
certi®cations they have received) to the Agent. Any reference in this section to the relevant clearing
system(s) shall mean the clearance and/or settlement system(s) speci®ed in the applicable Pricing
Supplement.
On and after the date (the ``Exchange Date'') which is not less than 40 days nor more than 90 days
after the date on which the temporary global Note is issued, interests in the temporary global Note will be
exchangeable (free of charge), upon request as described therein, either for interests in a permanent global
Note without receipts, interest coupons or talons or for de®nitive Notes (as indicated in the applicable
Pricing Supplement) in each case (if the Notes are subject to TEFRA D selling restrictions) against
certi®cation of bene®cial ownership as described in the second sentence of this paragraph unless such
certi®cation has already been given. The holder of a temporary global Note will not be entitled to collect
any payment of interest or principal due on or after the Exchange Date. Pursuant to the Agency Agreement
(as de®ned under ``Terms and Conditions of the Notes'' herein) the Agent shall arrange that, where a
temporary global Note representing a further Tranche of Notes is issued, the Notes of such Tranche shall
be assigned an ISIN and a common code by Euroclear and Clearstream, Luxembourg which are different
from the ISIN and common code assigned to Notes of any other Tranche of the same Series.
De®nitive Notes will be in the standard euromarket form with Coupons or Talons for further
Coupons attached. De®nitive Notes and global Notes will be to bearer.
Payments of principal and interest (if any) on a permanent global Note will be made through the
relevant clearing system(s) against presentation or surrender (as the case may be) of the permanent global
Note without any requirement for certi®cation. A permanent global Note will be exchangeable (free of
charge), in whole or (subject to the Notes which continue to be represented by the permanent global Note
being regarded by the relevant clearing system(s) as fungible with the de®nitive Notes issued in partial
exchange for such permanent global Note) in part, in accordance with the applicable Pricing Supplement,
for security printed de®nitive Notes with, where applicable, receipts, interest coupons or coupon sheets and
talons attached. Such exchange may be made, as speci®ed in the applicable Pricing Supplement either: (i)
upon not less than 30 days' written notice being given to the Agent by Euroclear, Clearstream,
Luxembourg and/or another relevant Clearing System (acting on the instructions of any of its participants)
as described therein or (ii) only upon the occurrence of an Exchange Event. An ``Exchange Event'' means
(1) the Issuer has been noti®ed that both Euroclear and Clearstream, Luxembourg has been closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has
announced an intention permanently to cease business or have in fact done so and no alternative clearing
system is available or (2) the Issuer has or will become obliged to pay additional amounts as provided for or
referred to in Condition 8 which would not be required were the Notes represented by the global Note in
de®nitive form. The Issuer will promptly give notice to Noteholders in accordance with Condition 14 upon
the occurrence of an Exchange Event. In the event of the occurrence of any Exchange Event, Euroclear
and/or Clearstream, Luxembourg acting on the instructions of any holder of an interest in the global Note
may give notice to the Agent requesting exchange and in the event of the occurrence of an Exchange Event
as described in (2) above, the Issuer may also give notice to the Agent requesting exchange. Any such
exchange shall occur no later than 15 days after the date on which the relevant notice is received by the
Agent. Global Notes and de®nitive Notes will be issued pursuant to the Agency Agreement. As at the date
hereof, neither Euroclear nor Clearstream, Luxembourg regard Notes in global form as fungible with
Notes in de®nitive form.
The following legend will appear on all global Notes, de®nitive Notes, receipts and interest coupons
(including talons) which are subject to TEFRA D selling restrictions:
9

``Any United States person who holds this obligation will be subject to limitations under the United
States income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal
Revenue Code of 1986.''
The sections referred to provide that United States holders, with certain exceptions, will not be
entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains
treatment of any gain on any sale, disposition, redemption or payment of principal in respect of Notes,
receipts or interest coupons.
Notes which are represented by a global Note will only be transferable in accordance with the rules
and procedures for the time being of Euroclear or Clearstream, Luxembourg as the case may be.
Pursuant to the Agency Agreement the Agent shall arrange that, where a further Tranche of Notes is
issued which is intended to form a single series with an existing Tranche of Notes, the Notes of such further
Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN
assigned to Notes of any other Tranche of the same Series until at least the expiry of the Distribution
Compliance Period applicable to the Notes of such Tranche.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so
permits, be deemed to include a reference to any additional or alternative clearing system speci®ed in the
applicable Pricing Supplement.
A Note may be accelerated by the holder thereof in certain circumstances described in Condition 10
of the Notes. In such circumstances, where any Note is still represented by a global Note and a holder of
such Note so represented and credited to his account with the relevant clearing system(s) gives notice that it
wishes to accelerate such Note, unless within a period of 15 days from the giving of such notice payment
has been made in full of the amount due in accordance with the terms of such global Note, holders of
interests in such global Note credited to their accounts with the relevant clearing system(s) will become
entitled to proceed directly against the Issuer on the basis of statements of account provided by the relevant
clearing system(s) and subject to the terms of the relevant global Note.
10