Obligation Daimler Finance Canada 0.01875% ( XS1170184821 ) en CAD

Daimler Finance Canada

100 % ▼

Allemagne

XS1170184821 ( en CAD )

0.01875% par an ( paiement annuel )

20/01/2020 - Obligation échue

Prospectus brochure de l'obligation Daimler Canada Finance XS1170184821 en CAD 0.01875%, échue

Daimler Canada Finance est une filiale de Daimler Financial Services, offrant des solutions de financement et de location aux concessionnaires et aux clients de véhicules commerciaux Mercedes-Benz et Freightliner au Canada.

L'Obligation émise par Daimler Finance Canada ( Allemagne ) , en CAD, avec le code ISIN XS1170184821, paye un coupon de 0.01875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/01/2020

This document constitutes (a) six base prospectuses, each in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the
Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended: (i) the base prospectus of Daimler AG, (ii) the base prospectus of
Mercedes-Benz Australia/Pacific Pty. Ltd., (iii) the base prospectus of Daimler International Finance B. V., (iv) the base prospectus of Mercedes-
Benz Japan Co., Ltd., (v) the base prospectus of Daimler Canada Finance Inc., and (vi) the base prospectus of Mercedes-Benz Finansman Türk A..
(each a "Base Prospectus" and, together, the "Base Prospectuses"), and (b) six simplified prospectuses, each in respect of non-equity securities with
a maturity at issue of less than twelve months which qualify as money market instruments within the meaning of Article 4(2)(j) and Part III Chapter 1
of the Luxembourg Act Relating to Prospectuses for Securities (Loi relative aux prospectus pour valeurs mobilières) of July 10, 2005, as amended: (i)
the simplified prospectus of Daimler AG, (ii) the simplified prospectus of Mercedes-Benz Australia/Pacific Pty. Ltd., (iii) the simplified prospectus of
Daimler International Finance B. V., (iv) the simplified prospectus of Mercedes-Benz Japan Co., Ltd., (v) the simplified prospectus of Daimler
Canada Finance Inc., and (vi) the simplified prospectus of Mercedes-Benz Finansman Türk A.. (each a "Simplified Prospectus" and, together, the
"Simplified Prospectuses" and, together with the Base Prospectuses, the "Prospectus").
Daimler AG
Stuttgart, Federal Republic of Germany
Mercedes-Benz Australia/Pacific Pty. Ltd.
(ABN 23 004 411 410)
Mulgrave, Victoria, Australia
Daimler International Finance B.V.
Utrecht, The Netherlands
Mercedes-Benz Japan Co., Ltd.
Tokyo, Japan
Daimler Canada Finance Inc.
Montréal, Quebec, Canada
Mercedes-Benz Finansman Türk A..
Istanbul, Turkey
EUR 35,000,000,000
Euro Medium Term Note Programme (the "Programme")
unconditionally and irrevocably guaranteed by
Daimler AG
Stuttgart, Federal Republic of Germany
Application has been made to list notes to be issued under the Programme (the "Notes") on the official list of the Luxembourg Stock Exchange and to
admit them to trading on the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange. The regulated market of the
Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council of April
21, 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European
Parliament and of the Council and repealing Council Directive 93/22/EEC ("MiFID"). Notes to be issued under the Programme may also be listed on
an alternative stock exchange or may not be listed at all. The payments of all amounts due in respect of Notes (other than Notes to be issued by
Daimler AG) will be unconditionally and irrevocably guaranteed by Daimler AG.
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Deutsche Bank
HSBC
J.P. Morgan
Société Générale Corporate & Investment Banking
UniCredit Bank
Prospectus dated May 27, 2014
This Prospectus is valid for a period of twelve months from the date hereof.

IMPORTANT NOTICE
The purpose of this Prospectus is to give information with regard to Daimler AG ("DAG" or the
"Guarantor" and, together with its subsidiaries, the "Daimler Group", the "Group" or "Daimler"),
Mercedes-Benz Australia/Pacific Pty. Ltd. ("MBAP"), Daimler International Finance B.V. ("DIF"),
Mercedes-Benz Japan Co., Ltd. ("MBJ"), Daimler Canada Finance Inc. ("DCFI") and Mercedes-Benz
Finansman Türk A.. ("MBF") (each an "Issuer" and together, the "Issuers") and the EUR 35,000,000,000
Euro Medium Term Note Programme (the "Programme") of the Issuers.
The Notes and the unconditional and irrevocable guarantee (the "Guarantee") given by DAG for the
due payment of amounts due on any Notes (issued by any Issuer other than DAG under the
Programme) have not been and will not be registered under the United States Securities Act of 1933,
as amended. The Notes may be 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, or for the account or benefit
of, U.S. persons, see the section entitled "Selling Restrictions".
This document may not be passed on to any person in the United Kingdom except to investment
professionals or other persons in circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (the "FSMA") does not apply.
The Notes have not been and will not be qualified for sale under the securities laws of Canada or any
province or territory thereof and may not be offered or sold, directly or indirectly, in Canada, or to, or
for the benefit of, any resident thereof, in contravention of any such laws.
Prospective investors should not construe anything in this Prospectus as "financial product" advice
for the purposes of Chapter 7 of the Corporations Act 2001 of Australia (the "Corporations Act").
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in
its capacity as competent authority under the Luxembourg Law on Prospectuses for Securities (Loi relative
aux prospectus pour valeurs mobilières of July 10, 2005, as amended (the "Prospectus Act"), implementing
Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 on the prospectus
to be published when securities are offered to the public or admitted to trading, as amended (the "Prospectus
Directive") into law in the Grand Duchy of Luxembourg ("Luxembourg") pursuant to (i) Part II Chapter 1
of the Prospectus Act (in relation to Notes with a maturity of at least twelve months) and (ii) pursuant to Part
III Chapter 1 of the Prospectus Act (in relation to money market instruments with a maturity of less than
twelve months). Such approval requires in the case of (i) and (ii) above, the scrutiny by the CSSF of the
completeness of this Prospectus including the consistency of the information given and its comprehensibility.
By approving this Prospectus, the CSSF gives no undertaking as to the economic or financial opportuneness
of any transactions under this Prospectus or the quality and solvency of any of the Issuers.
In addition, the Issuers have requested the CSSF to provide (i) the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) in its capacity as competent authority in the
Federal Republic of Germany under the German Securities Prospectus Act (Wertpapierprospektgesetz) dated
June 22, 2005, as amended, implementing the Prospectus Directive into law in Germany, and (ii) The
Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) in its capacity as
competent authority in The Netherlands under the Dutch Financial Supervision Act (Wet op het financieel
toezicht), as amended, implementing, inter alia, the Prospectus Directive into law in The Netherlands with
certificates of approval attesting that the Base Prospectuses have been drawn up in accordance with the
Prospectus Act (each, a "Notification"). The Issuers may request the CSSF to provide competent authorities
in additional Member States of the European Economic Area (the "EEA") with similar Notifications.
Notes may, after such Notification, be admitted to trading on the regulated market of any stock exchange
located in a Member State of the EEA and/or may be listed on any stock exchange located in a Member State
of the EEA and/or may be publicly offered in a Member State within the EEA, all as may be agreed between
1

the relevant Issuer and the relevant Dealer (as defined below). The relevant Issuer may also issue unlisted
Notes and/or Notes not admitted to trading on any market and/or Notes not publicly offered.
Copies of this Prospectus will be obtainable free of charge during normal business hours from the specified
offices of the Issuing Agent (Citibank N.A., London Branch, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, United Kingdom), the Paying Agent in Germany (Citigroup Global Markets
Deutschland AG, Reuterweg 16, 60323 Frankfurt am Main, Germany) and the Paying Agent in Luxembourg
(BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-Hesperange, L-2085
Luxembourg). Copies of this Prospectus will also be viewable on, and obtainable free of charge from, the
website of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus is to be read and construed in conjunction with any supplement hereto and all documents
which are incorporated by reference herein (see the section entitled "Documents Incorporated by Reference")
or in any supplement hereto and, in relation to any Tranches (as defined below) of Notes, together with the
relevant Final Terms. This Prospectus shall be read and construed on the basis that such documents are
incorporated by reference into and form part of this Prospectus.
The binding language of this Prospectus is English (with the exception of the section entitled "Form of the
Guarantee", whose binding language is German). Each of the sections entitled "Summary", "Form of the
Final Terms" and "Terms and Conditions of the Notes" is accompanied by a German language translation.
The binding language of the Final Terms and the Conditions (as defined below) prepared in relation to Notes
to be issued under the Programme may be German or English as set out in the relevant Final Terms and/or
the relevant Conditions.
The Dealers (as specified below) have not separately verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by
the Dealers as to the accuracy or completeness of the information contained in, or incorporated by reference
into, this Prospectus or any other information provided by the Issuers in connection with the Programme or
the Notes to be issued under the Programme. The Dealers accept no liability in relation to the information
contained in, or incorporated by reference into, this Prospectus or any other information provided by the
Issuers in connection with the Programme or the Notes to be issued under the Programme or their
distribution. The statements made in this paragraph are without prejudice to the respective responsibilities of
the Issuers and the Guarantor under the Programme.
Neither this Prospectus nor any Final Terms nor any other information supplied in connection with the
Programme or any Notes constitues an offer or an invitation to subscribe for or purchase any Notes or is
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by either the Issuers, the Guarantor, the Dealers or any of them that any recipient of this
Prospectus or any Final Terms or any other information supplied in connection with the Programme or the
Notes should subscribe for or purchase any of the Notes. Each investor contemplating subscribing for or
purchasing Notes should make its own independent investigation of the financial condition and affairs and its
own appraisal of the creditworthiness of the relevant Issuer and the Guarantor and each recipient of this
Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of the relevant Issuer and the Guarantor.
No person has been authorised by any of the Issuers or the Guarantor to give any information or to make any
representations not contained in or not consistent with the information and the representations set out in this
Prospectus or any other document entered into in connection with the issue or sale of any Notes under the
Programme, and, if given or made, such information or representations must not be relied upon as having
been authorised by the Issuers, the Guarantor or the Dealers.
Neither the delivery of this Prospectus nor the offering, sale, issue or delivery of any Notes shall, in any
circumstances, imply that the information contained herein 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. The Dealers expressly do not
2

undertake to review the financial condition or affairs of the Issuers and the Guarantor during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention. Investors
should review, inter alia, the most recently published financial statements of the relevant Issuer and the
Guarantor (if applicable) when deciding whether or not to subscribe for or purchase any Notes.
Each Issuer and the Guarantor have undertaken with the Dealers to supplement this Prospectus in accordance
with Article 13 of the Prospectus Act or publish a new Prospectus in the event that any significant new factor,
material mistake or inaccuracy relating to the information included in this Prospectus which is capable of
affecting the assessment of the Notes to be issued under the Programme arises or is noted between the time
when this Prospectus is approved and the final closing of any Tranche of Notes offered to the public or, as
the case may be, trading of any Tranche of Notes on a regulated market begins, whichever occurs later. Such
supplement or new Prospectus will be obtainable free of charge during normal business hours from the
specified offices of the Issuing Agent (Citibank N.A., London Branch, Citigroup Centre, Canada Square,
Canary Wharf, London E14 5LB, United Kingdom), the Paying Agent in Germany (Citigroup Global
Markets Deutschland AG, Reuterweg 16, 60323 Frankfurt am Main, Germany) and the Paying Agent in
Luxembourg (BNP Paribas Securities Services, Luxembourg Branch, 33, rue de Gasperich, Howald-
Hesperange, L-2085 Luxembourg). Such supplement or new Prospectus will also be viewable on, and
obtainable free of charge from, the website of the Luxembourg Stock Exchange (www.bourse.lu).
The Notes may not be offered or sold, directly or indirectly, and neither this document nor any other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws or regulations.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may apply,
any offer of Notes in any Member State of the EEA which has implemented the Prospectus Directive (which
expression shall, for the purposes of this paragraph, include all amendments thereto, including Directive
2010/73/EU of the European Parliament and of the Council of November 24, 2010, to the extent
implemented in such Member State) (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to
make an offer in that Relevant Member State of Notes which are the subject of an offering/placement
contemplated in this Prospectus as completed by Final Terms in relation to the offer of those Notes may only
do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State and
(in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus
has subsequently been completed by Final Terms which specify that offers may be made other than pursuant
to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the
period beginning and ending on the dates specified for such purpose in such prospectus or relevant Final
Terms, as applicable and the Issuer has consented in writing to the use of such prospectus for the purpose of
such offer.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuers nor the Guarantor nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuers or the Guarantor or any Dealer to publish or supplement a prospectus for
such offer.
Each Dealer and/or further financial intermediary subsequently reselling or finally placing Notes to be issued
under the Programme may be entitled to use this Prospectus as set out in the section entitled "Consent to the
Use of this Prospectus".
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such credit rating and the
respective rating agency will be specified in the relevant Final Terms. Any credit ratings assigned to the
3

Notes are not recommendations to purchase, hold or sell the Notes inasmuch as such ratings do not comment
as to market price or suitability for a particular investor. There is no assurance that these ratings will remain
in effect for any given period of time or that the ratings will not be revised or withdrawn entirely in the future
by the respective rating organizations if in their judgment circumstances so warrant.
Any credit ratings assigned to the Notes may not reflect the potential impact of all risks related to structure
and other factors on the value of the Notes. In addition, real or anticipated changes in any credit ratings
assigned to the Notes will generally affect the market value of the Notes.
Any credit ratings in respect of the Notes or an Issuer are, in respect of an offer or invitation for the issue,
sale or purchase of Notes in Australia (including an offer or invitation which is received by a person in
Australia), for disclosure or distribution only to a person who is not a "retail client" within the meaning of
section 761G of the Australian Corporations Act but is a sophisticated investor, professional investor or other
investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Australian Corporations
Act and, in all cases, who is otherwise permitted to receive credit ratings in accordance with applicable law
in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to
receive this Prospectus and anyone who receives this Prospectus must not distribute it to any person who is
not entitled to receive it.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS (IN EACH CASE OUTSIDE AUSTRALIA
AND NOT ON A FINANCIAL MARKET OPERATED IN AUSTRALIA) WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF
THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF
NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY
THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
This Prospectus contains certain forward-looking statements. Forward-looking statements are statements that
do not relate to historical facts and events. They are based on the 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 earnings capacity,
plans and expectations regarding each of the relevant Issuer'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
relevant 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 each of the relevant Issuer'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. Each of the relevant
Issuer'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, potential investors
are strongly advised to read the following sections of this Prospectus: "Summary", "Risk Factors",
"Description of DAG", "Description of MBAP", "Description of DIF", "Description of MBJ", "Description of
4

DCFI" and "Description of MBF". These sections include more detailed descriptions of factors that might
have an impact on each of the relevant Issuer'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, none of the Issuers assumes 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.
In this Prospectus, unless otherwise specified or the context otherwise requires, the terms "AUD", "AU $" or
"Australian dollars" denote the currency of the Commonwealth of Australia, "CAD", "CAD $" or "Canadian
dollars" the currency of Canada, "TL" the currency of Turkey, "US $", "$" or "U.S. dollars" the currency of
the United States of America and "¥", "Yen" or "Japanese yen" the currency of Japan. References to "",
"EUR" or "Euro" are to the single 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.
5

TABLE OF CONTENTS
Important Notice..................................................................................................................................... 1
Summary................................................................................................................................................. 8
Section A Introduction and Warnings .................................................................................... 8
Section B [Issuer] [Guarantor]: Daimler AG........................................................................ 10
[Section B Issuer: Mercedes-Benz Australia/Pacific Pty. Ltd.............................................. 15
[Section B Issuer: Daimler International Finance B.V. ........................................................ 18
[Section B Issuer: Daimler Canada Finance Inc................................................................... 20
[Section B Issuer: Mercedes-Benz Finansman Türk A. . ................................................... 22
Section C Notes .................................................................................................................... 24
Section D Risks .................................................................................................................... 29
Section E Offer ..................................................................................................................... 36
German Language Translation of the Summary................................................................................... 39
Abschnitt A Einleitung und Warnhinweise .......................................................................... 39
Abschnitt B [Emittentin] [Garantin]: Daimler AG............................................................... 41
[Abschnitt B Emittentin: Mercedes-Benz Australia/Pacific Pty. Ltd. .................................. 46
[Abschnitt B Emittentin: Daimler International Finance B.V. ............................................. 49
[Abschnitt B Emittentin: Daimler Canada Finance Inc........................................................ 51
[Abschnitt B Emittentin: Mercedes-Benz Finansman Türk A. . ........................................ 54
Abschnitt C Schuldverschreibungen..................................................................................... 56
Abschnitt D Risiken.............................................................................................................. 61
Abschnitt E Angebot ............................................................................................................ 70
Risk Factors .......................................................................................................................................... 73
Risk Factors relating to DAG, MBAP, DIF, MBJ, DCFI and MBF ....................................... 73
Risk Factors Relating to the Notes .......................................................................................... 81
Responsibility Statement ...................................................................................................................... 90
General Description of the Programme ................................................................................................ 91
Consent to the Use of this Prospectus................................................................................................... 92
Form of the Notes................................................................................................................................. 93
Issue Procedures ................................................................................................................................... 95
Form of the Final Terms....................................................................................................................... 97
Terms and Conditions of the Notes .................................................................................................... 119
Form of the Guarantee........................................................................................................................ 186
Description of DAG............................................................................................................................ 188
Description of MBAP......................................................................................................................... 211
Description of DIF.............................................................................................................................. 218
Description of MBJ ............................................................................................................................ 224
Description of DCFI ........................................................................................................................... 231
Description of MBF............................................................................................................................ 238
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Use of Proceeds .................................................................................................................................. 245
Taxation.............................................................................................................................................. 246
Selling Restrictions............................................................................................................................. 263
Documents Incorporated by Reference............................................................................................... 272
General Information ........................................................................................................................... 277
7

SUMMARY
This summary is made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for this type
of notes and issuer. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of notes and
issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short
description of the Element is included in the Summary together with the statement "Not applicable".
[To be deleted in the case of a summary of an individual issue of Notes: This Summary contains options,
characterised by square brackets or typesetting in bold and placeholders regarding the Notes to be issued
under the Programme. The summary of the individual issue of Notes will include the options relevant to this
issue of Notes as determined by the applicable Final Terms and will contain the information, which had been
left blank, as completed by the applicable Final Terms.]
Section A Introduction and Warnings
A.1
Warnings that:

this Summary should be read as introduction to the Prospectus;

any decision to invest in the Notes should be based on consideration of the Prospectus as a
whole by the investor;

where a claim relating to the information contained in the Prospectus is brought before a court,
the plaintiff investor might, under the national legislation of the Member States, have to bear
the costs of translating the Prospectus before the legal proceedings are initiated; and

civil liability attaches only to those persons which have tabled the Summary including any
translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Prospectus or it does not provide, when read together
with the other parts of the Prospectus, key information in order to aid investors when
considering whether to invest in such Notes.
A.2
Consent to the use of [in case no consent is given, insert: Not applicable. The Issuer does
the Prospectus.
not give consent to the use of the Prospectus and the Final Terms for the
subsequent resale or final placement of the Notes to any dealer or
financial intermediary.]
[[in case a General Consent is given, insert: Each dealer and/or each
further financial intermediary] [in case an Individual Consent is given,
insert: [insert name(s) and address(es) of relevant dealer(s) and/or
financial intermediary/intermediaries] (the "Relevant Dealer[s] [and
[Intermediary] [Intermediaries]]")] subsequently reselling or finally
placing the Notes [is] [are] entitled to use the Prospectus and the Final
Terms in the Grand Duchy of Luxembourg, the Federal Republic of
Germany, The Netherlands and/or such other member state of the
European Economic Area whose competent authorities have been
8

notified of the approval of this Prospectus and with which the Final
Terms have been filed or to which the Final Terms have been
communicated for the subsequent resale or final placement of the Notes
during the offer period for the subsequent resale or final placement of
the Notes from, and including, [] to, but excluding, [], provided
however, that the Prospectus is still valid in accordance with Article 11
(2) of the Luxembourg Law relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières) which implements
Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 (as amended by Directive 2010/73/EU of the
European Parliament and of the Council of November 24, 2010).
The Prospectus may only be delivered to potential investors together
with all supplements published before such delivery. Any supplement to
the Prospectus is available for viewing in electronic form on the website
of the Luxembourg Stock Exchange (www.bourse.lu).]
[in case an Individual Consent is given, insert: Any new information
with respect to any dealers and/or financial intermediaries unknown at
the time the Prospectus was approved or the relevant Final Terms were
filed with or communicated to the relevant competent authority will be
published on the website []].
Offer period for which [Not applicable. The Issuer does not give consent to the use of the
consent to use the Prospectus and the Final Terms for the subsequent resale or final
Prospectus is given.
placement of the Notes to any dealer or financial intermediary.]
[From, and including, [] to, but excluding, [].]
Any other clear and [Not applicable. The Issuer does not give consent to the use of the
objective
conditions Prospectus and the Final Terms for the subsequent resale or final
attached to the consent placement of the Notes to any dealer or financial intermediary.]
which are relevant.
[When using the Prospectus and the Final Terms, [each dealer and/or
relevant further financial intermediary] [the Relevent Dealer[s] [and
[Intermediary] [Intermediaries]] must make certain that [it complies]
[they comply] with all applicable laws and regulations in force in the
respective jurisdictions.]
[In the Final Terms, the Issuer has attached the following additional
conditions to the consent which are relevant for the use of the
Prospectus: [insert conditions].]
Notice
informing [Not applicable. The Issuer does not give consent to the use of the
investors
that Prospectus and the Final Terms for the subsequent resale or final
information on the placement of the Notes to any dealer or financial intermediary.]
terms and conditions of
the offer by any [In the event of an offer being made by a dealer and/or a further
financial intermediary financial intermediary the dealer and/or the further financial
is to be provided at the intermediary shall provide information to investors on the terms
time of the offer by the and conditions of the offer at the time of that offer.]
financial intermediary.
9