Obligation E.nova 3.8% ( XS0909427782 ) en USD

E.nova

100 % ▲

Allemagne

XS0909427782 ( en USD )

3.8% par an ( paiement semestriel )

04/04/2033

Prospectus brochure de l'obligation E.ON XS0909427782 en USD 3.8%, échéance 04/04/2033

200 000 USD

50 000 000 USD

05/04/2026 ( Dans 55 jours )

E.ON est une entreprise énergétique internationale opérant dans la production, le transport, la distribution et la vente d'énergie, notamment l'électricité et le gaz naturel.

L'Obligation émise par E.nova ( Allemagne ) , en USD, avec le code ISIN XS0909427782, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/04/2033

Prospectus
dated 28 May 2013

RWE Aktiengesellschaft
(Essen, Federal Republic of Germany)
EUR 100,000,000 3.50% Notes due 3 December 2042
EUR 150,000,000 3.55% Notes due 13 February 2043
USD 50,000,000 3.80% Notes due 5 April 2033
RWE Aktiengesellschaft, Essen, Federal Republic of Germany, (the "Issuer" or "RWE") has issued EUR
100,000,000 3.50% Notes due 3 December 2042 on 3 December 2012 (the "EUR 2012 Notes"), EUR
150,000,000 3.55% Notes due 13 February 2043 (the "EUR 2013 Notes") on 13 February 2013 and USD
50,000,000 3.80% Notes due 5 April 2033 on 5 April 2013 (the "USD 2013 Notes", together with the EUR
2012 Notes and the EUR 2013 Notes, the "Notes").
This prospecuts (the "Prospectus") constitutes a prospectus within the meaning of Article 5.3 of the
Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as ameded (the
"Prospectus Directive"). This Prospectus will be published in electronic form together with all documents
incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu). This
Prospectus has been approved by the Commission de Surveillance du Sector Financier of the Grand
Duchy of Luxembourg (the "Commission") in its capacity as competent authority under the Luxembourg
law relating to prospectuses for securities of 10 July 2005, as amended, (Loi relative aux prospectus pour
valeurs mobilières), which implements the Prospectus Directive into Luxembourg law (the "Luxembourg
Law"). By approving a prospectus, the Commission shall give no undertaking as to the economic and
financial soundness of the operation or the quality or solvency of the issuer pursuant to Article 7(7) of the
Luxembourg Law.
Application has been made to list the Notes issued on the official list of the Luxembourg Stock Exchange
and to trade Notes on the Regulated Market "Bourse de Luxembourg" as from 28 May 2013. The
Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Market in
Financial Instruments Directive 2004/39/EC (the "Regulated Market").
The Notes have been assigned the following securities codes: EUR 2012 Notes: ISIN XS0858598898,
Common Code 085859889, WKN A1R0S7; EUR 2013 Notes ISIN XS0887582186, Common Code
088758218, WKN A1TM2X; USD 2013 Notes: ISIN XS0909427782, Common Code 090942778, WKN
A1R1BH.

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RESPONSIBILITY STATEMENT
RWE (together with its consolidated group companies, the "RWE Group") with its registered office in
Essen, Federal Republic of Germany accepts responsibility for the information given in this Prospectus.
The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the
information contained in this Prospectus for which it is responsible is, to the best of its knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICE
This Prospectus should be read and understood with any supplement(s) and each the documents
incorporated herein by reference.
The Issuer confirms that the Prospectus contains all information which is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuer and the rights attaching to the Notes which is material in the context of the Notes;
that the information contained herein with respect to the Issuer and the Notes is accurate and complete in
all material respects and is not misleading; that any opinions and intentions expressed herein are honestly
held and based on reasonable assumptions; that there are no other facts with respect to the Issuer or the
Notes, the omission of which would make this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; that the Issuer has made all reasonable
enquiries to ascertain all facts material for the purposes aforesaid.
The Issuer has undertaken to supplement this Prospectus or publish a new Prospectus (i) if and when the
information herein should become materially inaccurate or incomplete and (ii) in the event of any
significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus
in respect of Notes which is capable of affecting the assessment of the Notes and where approval of the
Commission of any such document is required, to have such document approved by the Commission.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Notes or any information supplied by the
Issuer or any other information in the public domain and, if given or made, such information must not be
relied upon as having been authorised by the Issuer.
This Prospectus is valid for 12 months after its approval. The delivery of this Prospectus and the offering,
sale or delivery of any Notes may not be taken as an implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has been
no adverse change in the financial situation of the Issuer since such date or that any other information
supplied in connection with the Programme is accurate at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
This Prospectus does not constitute an offer of the Notes or an invitation by or on behalf of the Issuer to
purchase any Notes. Neither this Prospectus nor any other information supplied in connection with the
Notes should be considered as a recommendation by the Issuer to a recipient hereof and thereof that such
recipient should purchase any Notes.
The distribution of this Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required to inform
themselves about and observe any such restrictions. In particular, the Notes have not been and will not
be registered under the United States Securities Act of 1933, as amended, and are subject to tax
law requirements of the United States of America; subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States of America or to U.S. persons.
The language of the Prospectus is English. The German versions of the English language Terms and
Conditions are shown in the Prospectus for additional information. As to form and content and all rights
and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling
legally binding language.
This Prospectus may only be used for the purpose for which it has been published.

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This Prospectus may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any
Notes.
Forward-Looking Statements
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future
results and estimates of amounts not yet determinable or foreseeable. These forward-looking statements
are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will" and similar terms and phrases, including references and
assumptions. This applies, in particular, to statements in this Prospectus containing information on future
earning capacity, plans and expectations regarding RWE Group's business and management, its growth
and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including RWE Group's financial condition
and results of operations, to differ materially from and be worse than results that have expressly or
implicitly been assumed or described in these forward-looking statements. RWE Group's business is also
subject to a number of risks and uncertainties that could cause a forward-looking statement, estimate or
prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
following sections of this Prospectus: "Risk Factors", "RWE Aktiengesellschaft and RWE Group". These
sections include more detailed descriptions of factors that might have an impact on RWE Group's business
and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not
occur. In addition, the Issuer does not assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or
developments.

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TABLE OF CONTENTS
Page
Risk Factors ........................................................................................................................................... 5
Risk Factors regarding RWE Aktiengesellschaft and RWE Group ....................................................... 5
Risk Factors regarding the Notes .......................................................................................................... 9
RWE Aktiengesellschaft and RWE Group ........................................................................................... 11
Terms and Conditions of the Notes ..................................................................................................... 25
Section A: RWE Aktiengesellschaft EUR 100,000,000 3.50% Notes due 3 December 2042 ........... 25
Section B: RWE Aktiengesellschaft EUR 150,000,000 3.55 per cent. Notes due
13 February 2043 ............................................................................................................... 37
Section C: RWE Aktiengesellschaft USD 50,000,000 3.80% Notes due 5 April 2033....................... 48
Section D: Terms and Conditions of Notes as set out in the Debt Issuance Programme
Prospectus pertaining to the Programme of RWE Aktiengeschaft, in Essen, Federal
Republic of Germany and RWE Finance B.V., ´s-Hertogenbosch, The Netherlands
dated 26 April 2012 ............................................................................................................ 61
Description of Rules Regarding Resolution of Holders ..................................................................... 112
General Information ........................................................................................................................... 114
Interests of Natural and Legal Persons involved in the Issue/Offer .................................................. 114
Authorisation ...................................................................................................................................... 114
Listing and Admission to Trading ....................................................................................................... 114
Clearing Systems ............................................................................................................................... 114
Documents on Display ....................................................................................................................... 114
Documents Incorporated by Reference ............................................................................................. 115
Comparative Table of Documents Incorporated by Reference ......................................................... 115
Availability of Incorporated Documents ............................................................................................. 115
Names and Addresses....................................................................................................................... 116

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RISK FACTORS
The following is a disclosure of risk factors that may affect the ability of RWE Aktiengesellschaft
and RWE Finance B.V. to fulfil their respective obligations under the Notes and that are material to
the Notes issued under the Programme in order to assess the market risk associated with these
Notes. Prospective investors should consider these risk factors before deciding to purchase the
Notes.
Prospective investors should consider all information provided in this Prospectus and consult with
their own professional advisers (including their financial, accounting, legal and tax advisers) if
they consider it necessary. In addition, investors should be aware that the risks described may
combine and thus intensify one another.
RISK FACTORS REGARDING RWE AKTIENGESELLSCHAFT AND RWE GROUP
At present, there are no identifiable risks that could jeopardise the continued operation of RWE or
the RWE Group. However, there are a number of businesses or operational factors that can affect
RWE Group's operations by having either a positive or a negative impact on revenue and results.
These include:
Risk arising from the volatility of commodity prices
The development of prices on commodity markets greatly influences RWE Group's earnings, especially in
the field of electricity generation. Decreasing electricity prices or rising fuel or CO2 costs may lead to a
decline in generation margins and reduce the value of RWE Group's power plants. In RWE Group's
upstream business, changes in the market price of oil and gas can influence RWE Group's earnings. Risks
are limited by selling most of electricity early on, via forward contracts, and hedging the price of the
required fuel and CO2 emissions allowances.
Risks resulting from gas procurement contract price review
Some of RWE Group's gas purchase contracts used to be linked to the price of oil. However, gas prices
on the trading markets have been decoupled from those of contracts linked to the price of oil since 2009,
temporarily falling significantly below it. As a result, due to these contractual provisions, some of the gas
the RWE Group bought was much more expensive than on the market. To obtain purchase conditions
reflecting the development of the market, the RWE Group entered into contractually agreed renegotiations
with its gas suppliers, all of which, with one exception, have been concluded successfully. Large parts
were either converted to wholesale gas price indexation or terminated prematurely by mutual consent.
Only the contract with Gazprom - the largest in the portfolio - has not been adjusted yet. The outcome of
the current arbitration proceedings with the Russian gas group will have a significant impact on RWE
Group's future earnings. The Group is exposed to the risk of the result of these proceedings possibly
falling short of the expectations, which are based on detailed legal assessments.
Risks resulting from CO2 emissions
Lignite and hard coal power plants account for a significant proportion of RWE Group's electricity
generation portfolio. The RWE group's specific carbon dioxide emissions are therefore far above the
sector average. The Western European electricity sector will hardly be allocated any free certificates in the
third emissions trading period, which runs from 2013 to 2020. Therefore, the number of emission
allowances the RWE Group buys on the market will be much higher than before.
Regulatory and political risks
As an energy company, the RWE Group plans its capital expenditure for periods extending over decades,
making the company especially dependent on reliable political framework conditions. However, there has
recently been an increase in regulatory intervention in the energy market. Due to the budgetary difficulties
of many European countries, there is now an increased risk of governments imposing new burdens on the
economy. This particularly affects companies that are bound to certain locations, such as utilities. In
Germany, RWE Group's earnings are curtailed particularly by the nuclear fuel tax introduced in 2011. As
its legality is questionable, RWE filed lawsuits with the appropriate fiscal courts to have the enforcement of

6
the tax repealed. Ultimately, the German Constitutional Court - or if necessary the European Court of
Justice - will rule on the legality of the tax. However, this is unlikely to happen for several years.
The sudden change of course in German energy policy following the natural disaster in Japan which
resulted in the reactor accident at Fukushima also proves that the political risks in the utility sector have
risen. The 13th amendment to the German Nuclear Energy Act (NEA), which became effective at the
beginning of August 2011, nullified the lifetime extension for German nuclear power plants introduced in
2010 and required the immediate shutdown of eight of the country's 17 reactors. Staggered
decommissioning dates were established for the remaining units. The risk concerning the nuclear power
stations that are still online is that they may not be able to make full use of the transferable electricity
generation allotments which they are entitled to according to the NEA. The RWE Group believes the 13th
amendment to the NEA is unconstitutional because the operators of the reactors affected will not be
compensated and the decommissioning dates were established without sound justification. Therefore, in
February and August 2012, the RWE Group filed constitutional complaints. Prior to this, in April 2011,
RWE brought lawsuits before the Hessian Administrative Court of Justice in Kassel against the nuclear
moratorium imposed on Biblis A and B from March to June 2011. On 27 February 2013 the Court decided
that there was no legal basis for the shutting down of Biblis A and B and the administrative acts were
unlawful. The judgment has not yet become final and the Hessian government has filed an appeal against
denial of leave to appeal.
RWE is exposed to risks associated with approvals when building and operating production facilities. This
particularly affects RWE Group's wind farms, opencast mines, grids and power plants. If their operation is
interrupted or curtailed, this can result in significant production and earnings shortfalls. Furthermore, there
is a danger of new-build projects either receiving late or no approval, or of granted approvals being
withdrawn. Depending on the construction progress made and the contractual obligations to suppliers, this
can have a significant negative financial impact.
Risks also arise from the monitoring of anti-competitive pricing practices. At the end of 2007, the German
legislator granted the anti-trust authorities increased regulatory powers over electricity and gas prices. This
authority was initially set to expire at the end of 2012 but has since been extended through to the end of
2017.
There are also risks in the regulation of energy trading transactions, which has been tightened significantly
by two EU directives. The Regulation on Wholesale Energy Market Integrity and Transparency (REMIT)
entered into force in December 2011, with the aim of preventing insider trading and market manipulation in
electricity and gas trading. Market participants are obliged to publish insider information. Furthermore, in
the future, they must register themselves and their wholesale transactions. In addition to REMIT, the
European Market Infrastructure Regulation (EMIR), an EU directive which entered into force in August
2012, will also have a substantial effect on the trading business. Companies which conclude a
considerable number of speculative trades will have to settle certain derivative transactions via clearing
points, pledging more financial collateral than previously. Moreover, the derivative transactions will have to
be entered into a transaction register. There is a risk of a significant increase in reporting and transaction
costs in energy trading as a result of REMIT and EMIR.
The incentive-based regulation of electricity and gas networks in Germany introduced in 2009 also
harbours earnings risks. The second five-year regulation period for electricity network operators begins on
1 January 2014, while for gas network operators, it began on 1 January 2013. The regulatory authorities
have yet to determine the final maximum fees allowable for each company. There is a risk of the upper
limits being too low, failing to reflect the actual development of costs.
RWE Group's exposure to the constant change in the political, legal and social environment in which it
does business can therefore be expected to have a substantial impact on earnings.
Other legal and arbitration procedures
Individual RWE Group companies are involved in litigation and arbitration proceedings due to their
operations or the acquisition of companies. Out-of-court claims have been filed against some of them.
Furthermore, RWE Group companies are directly involved in various procedures with public authorities or
are at least affected by their results.
Some conciliation proceedings in connection with the legal structuring of companies are still pending. They
were initiated by external shareholders in order to examine the appropriateness of the conversion ratios
and/or the amount of cash paid in compensation. If different legally enforceable decisions are reached,

7
RWE will pay a cash compensation to the affected shareholders, including those who are not directly
involved in the conciliation proceedings.
Financial risks
The volatility in financial prices such as foreign exchange rates, interest rates, credit spreads or share
prices can have a significant effect on RWE Group's earnings. Such fluctuations can severely impact
RWE's results, capital and/or its liquidity position.
RWE has been assigned credit ratings by Moody's Investors Service, Ltd. ("Moody's")1,3, and Standard &
Poor's Credit Market Services Europe Limited ("Standard & Poor's")2,3 respectively. Generally, a credit
rating assesses the credit worthiness of an entity and informs an investor about the probability of the entity
being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may
be revised or withdrawn by the rating agency at any time.
On 19 July 2011, Moody's revised its corporate credit rating and the long term senior unsecured debt
rating of RWE to "A3"4 from "A2" maintaining the "negative outlook". Also the short term rating was
reduced to P-24 from P-14. On 27 July 2012, Standard & Poor's lowered RWE's corporate credit rating and
the long term senior unsecured debt rating to "BBB+" with "stable outlook". The short term rating "A-2" was
kept unchanged.
Credit ratings play a critical role in determining the costs for entities accessing the capital market in order
to borrow funds and the rate of interest they can achieve. A decrease in credit ratings either by Moody's
and/or Standard & Poor's may increase borrowing costs or even jeopardise further issuance. The prices of
the exisiting bonds may deteriorate following a downgrade. Rating downgrades may also result in higher
need for collateralisation and thus need for higher financing volumes. RWE Group's acceptability by
counterparties may deteriorate, too.
Creditworthiness of business partners
Business relations with key accounts, suppliers and trading partners expose the RWE Group to credit
risks. Risk arises from the possibly that the Group's counterparty may not be willing or able to fulfil their
contractual obligations. Such risks apply especially in times of economic crisis.
Liquidity risks
Liquidity risks consist of the danger of the RWE Group's liquidity reserves no longer being sufficient to
meet financial obligations in a timely manner. At the RWE Group, such obligations result above all from
the financial liabilities, which must be serviced. Furthermore, the RWE Group must put up collateral if
trading contracts marked to market result in a loss.
There is no certainty that the RWE Group will always be able to raise funds in the equity, debt or money
markets. There is also a remote risk of a complete market shut down due to reasons outside of the RWE
Group's sphere of influence.
Risks associated with corporate strategy
Part of the RWE Group's strategy is to finish up its conventional power plant renewal programm, to invest
renewable generation and distribution networks. Decisions on capital expenditure on property, plant and
equipment and acquisitions are associated with execution and implementation risks due to the amount of

1 Moody's is established in the European Community and is registered under Regulation (EC) No 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies amended by Regulation (EC) No
513/2011 of the European Parliament and of the Council of 11 March 2011 (the "CRA Regulation").
2 Standard & Poor's is established in the European Community and is registered under the CRA Regulation.
3 The European Securities and Markets Authority publishes on its website (http://www.esma.europa.eu/page/Listregistered-
and-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated
within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European
Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such
update.
4 A credit rating assesses the creditworthiness of an entity and informs an investor therefore about the probability of the
entity being able to redeem invested capital. It is not a recommendation to buy, sell or hold securities and may be revised
or withdrawn by the rating agency at any time.

8
capital employed and the fact that it is tied up long term. Earnings risks from invested capex can occur
when projects are delayed due to e.g., operational or regulatory risks.
Risk of continuity of business activities
The RWE Group operates technologically complex and interconnected production plants in all parts of
RWE Group's value chain. Uninsured damage can be incurred by RWE's lignite mining equipment,
upstream facilities, power stations, power plant components and grids. There is an increasing risk of
outages in RWE Group's power plants due to the ageing of their components. In addition, the construction
of new plants can be delayed due to accidents, faulty material, late deliveries or time-consuming approval
procedures. RWE Group's entire business is exposed to the risk of facilities being damaged by force
majeure such as severe weather conditions.
Risk associated with information technology
RWE Group's business processes are supported by efficient IT systems. Risks are associated with the
availability of networks and IT solutions as well as with the security of RWE Group's data. The RWE Group
is exposed to IT risks during the development of IT solutions designed to support business processes.
Risks resulting from the competition for qualified staff
Competition for the best talent is becoming increasingly fierces. The RWE Group limits staff fluctuation risk
with its implied risk of loosing knowledge and technical know-how through replacement arrangements and
early succession planning.

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RISK FACTORS REGARDING THE NOTES
Notes may not be a suitable Investment for all Investors
Each potential investor in 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 relevant Notes,
the merits and risks of investing in the relevant Notes and the information contained or incorporated
by reference in this Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and
the impact the Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes, including where principal or interest is payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of financial
markets; and
(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.
Liquidity Risk
Application has 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 Luxembourg Stock Exchange.
Regardless of whether the Notes are listed or not, there is a risk that no liquid secondary market for the
Notes will develop or, if it does develop, that it will not continue. The fact that the Notes may be listed does
not necessarily lead to greater liquidity as compared to unlisted Notes. If Notes are not listed on any
exchange, pricing information for such Notes may, however, be more difficult to obtain which may affect
the liquidity of the Notes adversely. In an illiquid market, an investor is subject to the risk that he will not be
able to sell his Notes at any time at fair market prices. The possibility to sell the Notes might additionally be
restricted by country specific reasons.
Market Price Risk
The development of market prices of the Notes depends on various factors, such as changes of market
interest rate levels, the policies of central banks, overall economic developments, inflation rates or the lack
of or excess demand for the relevant type of Note. The holders of Notes are therefore exposed to the risk
of an unfavourable development of market prices of their Notes which materialise if the holders sell the
Notes prior to the final maturity of such Notes. If a holder of Notes decides to hold the Notes until final
maturity, the Notes will be redeemed at the amount set out in the relevant Final Terms.
Currency Risk
A holder of Notes denominated in a foreign currency (i.e. a currency other than euro) is particularly
exposed to the risk of changes in currency exchange rates which may affect the yield of such Notes.
Changes in currency exchange rates result from various factors such as macro-economic factors,
speculative transactions and interventions by central banks and governments.
A change in the value of any foreign currency against the euro, for example, will result in a corresponding
change in the euro value of Notes denominated in a currency other than euro and a corresponding change
in the euro value of interest and principal payments made in a currency other than euro in accordance with
the terms of such Notes. If the underlying exchange rate falls and the value of the euro correspondingly
rises, the price of the Notes and the value of interest and principal payments made thereunder expressed
in euro falls.
In addition, government and monetary authorities may impose (as some have done in the past) exchange
controls that could adversely affect an applicable currency exchange rate. As a result, investors may
receive less interest or principal than expected, or no interest or principal.

10
Redemption of the Notes
The Notes will be redeemed at their respective Maturity Dates as set out in the respective Terms and
Conditions. Except in the event of a change of control (as defined in § 5 of the respective Terms and
Conditions) and upon the occurrence of certain events of default (as defined in § 9 of the respective Terms
and Conditions) Holders have no right to call the Notes for their redemption. Therefore, prospective
investors should be aware that they may be required to bear the financial risks of an investment in the
Notes until the respective Maturity Dates.
Risk of Early Redemption
The Issuer has the right to redeem the Notes if it is required to pay additional amounts (gross-up
payments) on the Notes for reasons of taxation as set out in the respective Terms and Conditions. If the
Issuer redeems the Notes prior to maturity, a holder of such Notes is exposed to the risk that due to such
early redemption his investment will have a lower than expected yield. The Issuer can be expected to
exercise his optional call right if the yield on comparable Notes in the capital market has fallen which
means that the investor may only be able to reinvest the redemption proceeds in comparable Notes with a
lower yield. On the other hand, the Issuer can be expected not to exercise his optional call right if the yield
on comparable Notes in the capital market has increased. In this event an investor will not be able to
reinvest the redemption proceeds in comparable Notes with a higher yield. It should be noted, however,
that the relevant Issuer may exercise the call right irrespective of market interest rates on a call date.
Fixed Rate Notes
A holder of Fixed Rate Notes is particularly exposed to the risk that the price of such Notes falls as a result
of changes in the market interest rate. While the nominal interest rate of a Fixed Rate Note as specified in
the applicable Final Terms is fixed during the life of such Notes, the current interest rate on the capital
market ("market interest rate") typically changes on a daily basis. As the market interest rate changes,
the price of Fixed Rate Notes also changes, but in the opposite direction. If the market interest rate
increases, the price of Fixed Rate Notes typically falls, until the yield of such Notes is approximately equal
to the market interest rate of comparable issues. If the market interest rate falls, the price of Fixed Rate
Notes typically increases, until the yield of such Notes is approximately equal to the market interest rate of
comparable issues. If the holder of Fixed Rate Notes holds such Notes until maturity, changes in the
market interest rate are without relevance to such holder as the Notes will be redeemed at a specified
redemption amount, usually the principal amount of such Notes.
Resolutions of Holders
Since the Notes provide for meetings of Holders or the taking of votes without a meeting, a Holder is
subject to the risk of being outvoted by a majority resolution of the Holders. As such majority resolution is
binding on all Holders, certain rights of such Holder against the Issuer under the Terms and Conditions
may be amended or reduced or even cancelled.
Holders' Representative
Since the Notes provide for the appointment of a Holders' Representative by a majority resolution of the
Holders, it is possible that a Holder may be deprived of its individual right to pursue and enforce its rights
under the Terms and Conditions against the Issuer, such right passing to the Holders' Representative who
is then exclusively responsible to claim and enforce the rights of all the Holders.