Obligation BNG Bank NV 1.625% ( XS1396380930 ) en USD

BNG Bank NV

100 % ▼

Pays-bas

XS1396380930 ( en USD )

1.625% par an ( paiement semestriel )

18/04/2021 - Obligation échue

Prospectus brochure de l'obligation BNG Bank N.V XS1396380930 en USD 1.625%, échue

2 000 USD

1 500 000 000 USD

BNG Bank N.V. est une banque publique néerlandaise spécialisée dans le financement des secteurs public et social, ainsi que dans les services de paiement pour les institutions gouvernementales et les organisations non gouvernementales.

Une analyse rétrospective d'une émission obligataire majeure de BNG Bank N.V. révèle des informations clés sur sa structure et sa clôture réussie. Cette obligation spécifique, identifiée par le code ISIN XS1396380930, était de type classique et avait été émise par BNG Bank N.V., une institution financière néerlandaise de premier plan spécialisée dans le financement du secteur public local aux Pays-Bas, reconnue pour son modèle d'affaires stable et son profil de risque faible, souvent adossé à une notation de crédit élevée en raison de son rôle de banque municipale et de son lien fort avec les entités publiques néerlandaises. Émise depuis les Pays-Bas et libellée en dollars américains (USD), cette émission affichait un taux d'intérêt fixe de 1,625%, avec des paiements d'intérêts semi-annuels, comme l'indique la fréquence de paiement de 2. La taille totale de cette émission s'élevait à un montant significatif de 1 500 000 000 USD, tandis que la taille minimale d'achat pour les investisseurs était fixée à 2 000 USD. Sa maturité était définie au 18 avril 2021, date à laquelle elle a atteint son terme. Il est confirmé que cette obligation est arrivée à maturité et a été intégralement remboursée aux porteurs à sa valeur nominale, avec un prix actuel sur le marché de 100% au moment de son remboursement, marquant ainsi une clôture conforme pour cet instrument de dette.

BASE PROSPECTUS

N.V. Bank Nederlandse Gemeenten
(Incorporated in the Netherlands with limited liability and having its statutory domicile in The Hague)
Euro 90,000,000,000
Debt issuance programme
N.V. Bank Nederlandse Gemeenten (the "Issuer" or "BNG Bank") may from time to time offer debt
instruments (the "Notes") pursuant to a programme of issuance established on 7 December 1993 (as
amended) (the "Programme"). The sum of the aggregate principal amount of Notes outstanding at any
time under the Programme will not exceed Euro 90,000,000,000 (or its equivalent in other currencies).
The Programme amount may be increased from time to time subject to the preparation of a supplemental
prospectus which shall be subject to the prior approval of the Netherlands Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten) (the "AFM").
The Programme has been rated AA+ by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's"), AAA by Fitch Ratings Limited ("Fitch") and Aaa by Moody's Investors Service
Limited ("Moody's"). Tranches (as defined herein) of Notes may be rated or unrated. Where a Tranche of
Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme or
the Issuer. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency. The rating of a certain
Series or Tranche of Notes may be specified in the applicable Final Terms. Whether or not each credit
rating applied for in relation to a relevant Series or Tranche of Notes will be issued by a credit rating
agency established in the European Union and registered under Regulation (EC) No. 1060/2009 of 16
September 2009 on credit rating agencies, as amended (the "CRA Regulation") will be disclosed clearly
and prominently in the Final Terms. Each of Standard & Poor's, Fitch and Moody's is established in the
European Union and registered under the CRA Regulation as of the date of this base prospectus (the
"Base Prospectus").
The Base Prospectus has been approved by the AFM, which is the Netherlands competent authority for
the purpose of Directive 2003/71/EC (the "Prospectus Directive", which term includes any amendments
thereto, to the extent implemented in a relevant Member State of the European Economic Area to which
is referred) and relevant implementing measures in the Netherlands, as a base prospectus issued in
compliance with the Prospectus Directive, Commission Regulation (EC) No. 809/2004 (the "Prospectus
Regulation", which term includes amendments thereto, including Commission Delegated Regulation (EU)
No. 486/2012 and Commission Delegated Regulation (EU) No. 862/2012) and relevant implementing
measures in the Netherlands for the purpose of giving information with regard to the issue of Notes under
the Programme during the period of twelve months after the date hereof.
The AFM shall notify the European Securities and Markets Authority ("ESMA"), a European
Supervisory Authority, of the approval of this Base Prospectus and any supplement hereto at the same
time as such approval is notified to the Issuer. In addition, the AFM shall provide ESMA with a copy of
this Base Prospectus and any supplement hereto.

Application may be made for Notes to be admitted to trading on Euronext in Amsterdam ("Euronext
Amsterdam"), the regulated market of Euronext Amsterdam N.V., the SIX Swiss Exchange Ltd and the
regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on

the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The AFM has been requested by the Issuer to provide the Luxembourg Commission de Surveillance du
Secteur Financier (the "CSSF") with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Directive.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") or any U.S. state securities laws and the Notes may not be offered, sold or
delivered within the United States, or to or for the account or benefit of U.S. persons (as defined in
Regulation S ("Regulation S") under the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state
securities laws, or pursuant to an effective registration statement. The Notes may be offered and sold (a)
in bearer form or registered form outside the United States to non-U.S. persons in reliance on Regulation
S and (b) in registered form within the United States to persons who are "qualified institutional buyers"
("QIBs") in reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective purchasers who
are QIBs are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and
certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus,
see "Plan of Distribution" and "Transfer Restrictions". The Notes in bearer form are subject to United
States tax law requirements.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS BASE PROSPECTUS.
This Base Prospectus must be read and construed together with any supplement hereto and with any
documents incorporated by reference herein (which can be found on the website of the Issuer,
http://www.bngbank.nl/investors) and in relation to any Tranche of Notes, this Base Prospectus should be
read and construed together with the applicable Final Terms.
Arranger
RBC Capital Markets
Principal Dealers
Bank Nederlandse Gemeenten
Barclays
BofA Merrill Lynch
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
Goldman Sachs International
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho Securities
Morgan Stanley
Natixis
Nomura
Norddeutsche Landesbank Girozentrale
Rabobank
RBC Capital Markets
The Royal Bank of Scotland
TD Securities

The date of this Base Prospectus is 27 May 2015 and it replaces the Base Prospectus dated 19 June 2014.

2

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955 ("RSA
421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.

3

TABLE OF CONTENTS
SUMMARY ........................................................................................................................................... 5
RISK FACTORS .................................................................................................................................. 21
IMPORTANT NOTICES ..................................................................................................................... 42
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC
AREA .................................................................................................................................................. 45
ENFORCEMENT OF FOREIGN JUDGMENTS .................................................................................. 50
FORWARD LOOKING STATEMENTS .............................................................................................. 51
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 52
FORMS OF NOTES............................................................................................................................. 54
USE OF PROCEEDS ........................................................................................................................... 60
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 61
FORM OF FINAL TERMS .................................................................................................................. 97
N.V. BANK NEDERLANDSE GEMEENTEN ................................................................................... 123
CAPITALISATION ........................................................................................................................... 142
SELECTED FINANCIAL DATA 2014-2010 ..................................................................................... 143
OPERATING AND FINANCIAL REVIEW ....................................................................................... 144
TAXATION ....................................................................................................................................... 181
BENEFIT PLAN INVESTOR CONSIDERATIONS........................................................................... 191
PLAN OF DISTRIBUTION ............................................................................................................... 192
TRANSFER RESTRICTIONS ........................................................................................................... 200
GENERAL INFORMATION ............................................................................................................. 204

4

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered
in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a
summary for this type of securities and the 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 a summary because of the type of securities and Issuer, it is possible that no
relevant information can be given regarding the Element. In this case a short description of the Element
should be included in the summary with the mention of 'Not Applicable'.

Section A Introduction and Warnings

A.1
Introduction
This summary should be read as an introduction to the Base Prospectus. Any
and warnings:
decision to invest in the Notes should be based on consideration of the Base
Prospectus as a whole by the investor including any documents incorporated
by reference. Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might, under the
national legislation of the Member State, have to bear the costs of translating
the Base Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who 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 Base Prospectus or
it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid investors when considering
whether to invest in the Notes.
A.2
Consent to use Certain Tranches of Notes with a denomination of less than 100,000 (or its
of
the
Base equivalent in any other currency) may be offered in circumstances where
Prospectus:
there is no exemption from the obligation under the Prospectus Directive to
publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
Issue specific summary: [Not Applicable. No Non-exempt Offer of the Notes
will be made.]
[Consent: Subject to the conditions set out below, the Issuer consents to the
use of the Base Prospectus in connection with a Non-exempt Offer of Notes
in a Non-exempt Offer Jurisdiction by the Dealer[s], [ ,] [and] [names of
specific financial intermediaries listed in final terms] [and] [each financial
intermediary whose name is published on the Issuer's website and identified
as an Authorised Offeror in respect of the relevant Non-exempt Offer] [and
any financial intermediary which is authorised to make such offers under the
applicable legalisation implementing the Directive 2004/39/EC] and publishes
on its website the following statement (with the information in square
brackets completed with the relevant information):
"We [insert legal name of financial intermediary], refer to the [insert title of
relevant Non-exempt Offer Notes] (the "Notes") described in the Final Terms
dated [insert date] (the "Final Terms") published by N.V. Bank Nederlandse
Gemeenten (the "Issuer"). We hereby accept the offer by the Issuer of its
consent to our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in [Austria, Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands,
Norway, Portugal, Spain, Sweden and the United Kingdom] (the "Non-exempt
Offer") in accordance and subject to the conditions to such consent, each as
specified in the Base Prospectus, and we are using the Base Prospectus
accordingly."

In connection with this Non-exempt Offer, the Issuer accepts responsibility
for the consent of the Base Prospectus in relation to any investor to whom an
offer of any Notes in this Non-exempt Offer is made by any financial

5

intermediary to whom the Issuer has given its consent to use the Base
Prospectus (an "Authorised Offeror"), provided that such Non-exempt Offer
has been made in accordance with all the conditions as described under
"Consent" above and "Conditions to consent" below.

Offer period: The Issuer's consent referred to above is given for Non-exempt
Offers
of
Notes
in
[Austria][, ][Belgium][, ][Denmark][, ][Finland][, ][France][, ][Germany][, ][I
reland][,
][Italy][,
][Luxembourg][,
][the
Netherlands][, ][Norway][, ][Portugal][, ][Spain][, ][Sweden][ and ][the
United Kingdom] (the "Non-exempt Offer Jurisdiction[s]") during the
period from [ ] to [ ] (the "Offer Period").

Conditions to consent:

The conditions to the Issuer's consent [(in addition to the conditions referred
to above)] are such that such consent (a) is only valid in respect of the
relevant Tranche of Notes; (b) is only valid during the Offer Period; [and] (c)
only extends to the use of the Base Prospectus to make Non-exempt Offers of
the relevant Tranche of Notes in Non-exempt Offer Jurisdiction[s] [and (d)
[specify any other condition applicable to the Non-exempt Offer of the
particular Tranche, as set out in the Final Terms]].

An investor intending to acquire or acquiring Notes in a Non-exempt
Offer from an Authorised Offeror other than the Issuer will do so, and
offers and sales of such Non-exempt Offer Notes to an investor by such
Authorised Offeror will be made, in accordance with any terms and
other arrangements in place between such Authorised Offeror and such
investor including as to price, allocations, expenses and settlement
arrangements.

The Issuer will not be a party to any such arrangements with such
investors in connection with the Non-exempt Offer or sale of the Non-
exempt Offer Notes concerned and, accordingly, the Base Prospectus and
any Final Terms will not contain such information.

Each investor must look to the relevant Authorised Offeror at the time of
any such Non-exempt Offer for the provision of information regarding
the terms and conditions of the Non-exempt Offer and the Authorised
Offeror will be solely responsible for such information (other than where
such information is contained in the Base Prospectus, as completed by
the applicable Final Terms).]

Section B The Issuer

B.1
Legal and
The legal name of the Issuer is N.V. Bank Nederlandse Gemeenten. The
commercial
commercial name of the Issuer is BNG Bank.
name:
B.2
Domicile and
BNG Bank is a public company with limited liability (naamloze
legal form,
vennootschap) incorporated under the laws of the Netherlands, having its
applicable
statutory seat at The Hague, the Netherlands. BNG Bank is registered in the
legislation and
trade register of the Chamber of Commerce under no. 27008387.
country of
incorporation:

6

B.4b
Description of
BNG Bank's business and results of operations are affected by local and
any known
global economic conditions, perceptions of those conditions and future
trends affecting economic prospects. The outlook for the global economy in the near- to
the Issuer and
medium-term remains uncertain due to several factors, including geopolitical
the industries
risks, concerns around global growth and price stability. Risks to growth and
in which it
stability stem mainly from continued imbalances in Europe and elsewhere,
operates:
low growth levels in foreign markets and conflicts in Ukraine and the Middle
East. Furthermore, uncertainty about how economies will respond to lower oil
prices and the European Central Bank's (the "ECB") monetary policy
measures, including the quantitative easing ("QE") programme that
commenced in March 2015 affect growth and stability. In addition, there is a
risk that Europe may suffer from deflation causing consumers and businesses
to cut back on spending. The economy in the Netherlands remains weak.
BNG Bank's business is impacted generally by the business and economic
environment in which it operates, which itself is impacted by factors such as
changes in interest rates, securities prices, credit and liquidity spreads,
exchange rates, consumer spending, business investment, real estate
valuations, government spending, inflation, the volatility and strength of the
capital markets and other de-stabilising forces such as geopolitical tensions or
acts of terrorism.
The introduction of, and changes to, taxes, levies or fees applicable to BNG
Bank's operations (such as the imposition of a financial transactions tax and
bank levy) has had and may in the future have an adverse effect on its
business and/or results of operations.
Although it is difficult for BNG Bank to predict what impact all of the recent
regulatory changes, developments and heightened levels of scrutiny will have
on BNG Bank, the enactment of legislation and regulations in the
Netherlands, changes in other regulatory requirements and the transition to
direct supervision by the ECB, have resulted in increased capital and liquidity
requirements and increased operating costs and have impacted, and are
expected to continue to impact, BNG Bank's business.
B.5
Description of
The outstanding shares in the share capital of BNG Bank are held by the
the Issuer's
Dutch State (50%), with the remainder held by more than 95% of Dutch
group and the
municipalities, 11 of the 12 Dutch provinces, and one water board.
Issuer's

position within
BNG Bank has a number of wholly owned subsidiaries that provide services
the group:
ancillary to the principal activity of BNG Bank of lending to the public sector.

These subsidiaries are:
BNG Vermogensbeheer B.V. (previously BNG Capital Management
B.V.)
BNG Gebiedsontwikkeling B.V.
Hypotheekfonds voor Overheidspersoneel B.V.
B.9
Profit forecast
Not Applicable. BNG Bank has not made any public profit forecasts or profit
or estimate:
estimates.
B.10
Qualifications
Not Applicable. The audit reports with respect to BNG Bank's audited
in the
financial statements as of and for the financial years ended 31 December
Auditors'
2014, 31 December 2013 and 31 December 2012 incorporated by reference in
report:
the Base Prospectus are unqualified.
B.12
Selected
The selected historical key financial information for BNG Bank is set out
Financial
below:
Information -

Material/Signif

2014
2013
2012
2011
2010
icant Change:

( millions, except percentages, per

share and employee data)
Total Assets ............................... 153,505 131,183 142,228 136,460 118,533

7

Loans and Advances .................. 90,732 92,074 90,725 90,775 86,851
of which granted to or
81,036 81,701 79,666 78,548 75,247
guaranteed by public authorities .
of which reclassified from the
1,779
2,259
2,603
3,219
3,724
financial assets available-for-
sale item ....................................
Equity excluding Unrealised
2,974
2,918
2,718
2,450
2,321
Revaluation 1 .............................
of which Unrealised
608
512
34
(553)
(62)
Revaluation 2 ............................
Equity per share (in Euros) 1 .......
53.38
52.41
48.81
44.00
41.68
Leverage Ratio 3 ........................ 2.0%4
2.3%
2.0%
1.8%
2.0%
CET 1 Ratio 3.............................
24%
24%
22%
20%
20%
Total Capital Ratio 3 ...................
24%
24%
22%
20%
20%
Profit before tax .........................
179
397
460
339
337
Net Profit

126
283
332
256
257
Profit per Share (in Euros) ..........
2.26
5.08
5.96
4.60
4.61
Dividend (in Cash) .....................
32
71
83
64
128
Dividend as a % of
25%
25%
25%
25%
50%
Consolidated Net Profit ..............
Dividend per Share (in Euros) ....
0.57
1.27
1.49
1.15
2.30
Employees (in FTEs) at Year-
278
272
279
278
276
End ...........................................
of which Subsidiaries ..............
27
28
36
41
45

1
Excluding the revaluation reserve and the cash flow hedge reserve.
2 This concerns unrealised revaluations within the equity, being the revaluation reserve and the
cash flow hedge reserve. For further details, please refer to the report of the Executive Board -
Financial review, section Balance sheet - and Notes 14 and 32 to the 2014 Financial Statements.
3 The solvency ratios, leverage ratio, BIS Tier 1 ratio and BIS capital ratio for 2010-2013 were
calculated and presented in accordance with the applicable Basel II regulations. The CRD
IV/CRR regulations applied from 1 January 2014 and the 2014 solvency ratios, leverage ratio,
BIS Tier 1 ratio and BIS capital ratio have therefore been calculated and presented on the basis
of these regulations. The comparative figures for 2010-2013 have not been adjusted in line with
the new regulations.
4 Excluding revaluation reserve and 2014 net profit. If the revaluation reserve and the 2014 net
profit were included in full, the leverage ratio as at 31 December 2014 would have been 2.3%.
Material/Significant Change
There has been no material adverse change in the prospects of BNG Bank
since 31 December 2014.
B.13
Recent
Not Applicable. There are no recent events particular to BNG Bank which are
material events
to a material extent relevant to the evaluation of BNG Bank's solvency.
particular to

the Issuer's

solvency:
B.14
Dependency of
BNG Bank has a number of wholly owned subsidiaries that provide services
Issuer upon
ancillary to the principal activity of BNG Bank of lending to the public sector.
other entities
within group:
B.15
Principal
BNG Bank is a specialised lender to local and regional authorities as well as
activities of the
to public-sector institutions such as utilities, housing, healthcare, welfare and
Issuer:
educational institutions, and is the largest public-sector lender in the
Netherlands and the principal bank for the Dutch public sector in terms of
loans, advances and inter-governmental money transfers. BNG Bank also
provides limited lending to public-private partnerships.
B.16
Direct or
BNG Bank's shareholders are exclusively Dutch public authorities. The Dutch
Indirect
State's shareholding is 50%, with the remainder held by more than 95% of
ownership or
Dutch municipalities, 11 of the 12 Dutch provinces, and one water board.

8

control of the
Issuer:
B.17
Credit ratings
The Programme has been rated AA+ by Standard & Poor's, AAA by Fitch
assigned to the
and Aaa by Moody's. Tranches of Notes issued under the Programme may be
Issuer or its
rated or unrated. Where a tranche of Notes is rated, such rating will not
debt securities: necessarily be the same as the ratings assigned to the Programme and/or BNG
Bank.

In November 2014, Standard & Poor's confirmed BNG Bank's AA+ rating
and stable outlook.

In May 2015, Fitch revised BNG Bank's AAA rating to AA+ and changed its
outlook from negative to stable, following Fitch's review of sovereign support
for banks globally.

In March 2015, Moody's confirmed BNG Bank's Aaa rating and revised its
outlook to stable from negative, following Moody's final assessment of the
Bank Recovery and Resolution Directive (the "BRRD"), the Single
Resolution Mechanism regulation (Regulation 806/2014, the "SRM
Regulation") and the application of its new methodology for banks.

A security rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.
Issue specific summary: [The Notes to be issued[have been][are expected to
be] specifically rated [specify rating(s) of Tranche being issued] by [specify
rating agency].][The Notes to be issued have not been rated.]

Section C Securities

C.1
Type and class
The Notes described in this summary are debt securities which may be issued
of the Notes
under the EUR 90,000,000,000 Programme.
and Security
Identification
The Notes are issued in series (each a "Series") comprising one or more
Number(s):
Tranches of Notes of that Series, and each Series will be the subject of the
final terms (each the "Final Terms") prepared by or on behalf of BNG Bank.
The Notes of each Series will be intended to be interchangeable among
themselves and will all be subject to identical terms (other than in respect of
the date of issue, the issue price and the date of first payment of interest),
whether as to currency, denomination, interest or maturity or otherwise. The
Notes of each Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
The Notes may be issued in bearer form ("Bearer Notes") or in registered
form ("Registered Notes"). Bearer Notes will not be exchangeable for
Registered Notes and Registered Notes will not be exchangeable for Bearer
Notes. No single series or Tranche may comprise both Bearer Notes and
Registered Notes. Notes denominated in Swiss francs ("Swiss Franc Notes")
will be issued in bearer form and will be represented exclusively by a
Permanent Global Note and if such Notes have a term of more than 365 days
(taking into account any unilateral right to extend or rollover), issued in
compliance with the provisions of United States Treasury Regulation §1.163-
5(c)(2)(i)(C) or any successor rules in substantially the same form as the rules
in such regulations for purposes of Section 4701 of the Internal Revenue
Code of 1986, as amended.
A Note may be a Note bearing interest on a fixed rate basis ("Fixed Rate
Note"), a Note bearing interest on a floating rate basis ("Floating Rate

9

Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"),
a Note in respect of which interest is determined on another basis ("Variable
Interest Rate Note"), a Note in respect of which interest is or may be payable
in one or more currencies other than the Specified Currency in which it is
denominated ("Dual Currency Interest Note"), depending on the Interest
Basis specified in the applicable Final Terms. A Note may be a Note
redeemable in installments ("Installment Note"), a Note in respect of which
principal is or may be payable in one or more currencies other than the
Specified Currency in which it is denominated ("Dual Currency
Redemption Note"), depending on the Redemption/Payment Basis specified
in the applicable Final Terms.
The security identification number(s) will be specified in the applicable Final
Terms.
Issue specific summary: Type: debt instruments.
The Notes are [Fixed Rate Notes][Floating Rate Notes][Zero Coupon
Notes][Dual Currency Interest Notes][Installment Notes][Dual Currency
Redemption
Notes][Variable
Interest
Rate
Notes]
and
are
in
[bearer/registered] form.
The Notes are issued as Series Number [specify Series No.]. The Aggregate
Nominal Amount of the Notes is [specify Aggregate Nominal Amount].
Security Identification Number(s):
[ISIN Code: [ ]]
[Common Code: [ ]]
[CUSIP: [ ]]
C.2
Currencies:
Notes may be denominated in any currency (including, without limitation, the
Euro, the Japanese yen, the New Zealand dollar, the British pound, the Swiss
franc, the Chinese Renminbi and the United States dollar) subject to
compliance with all applicable legal or regulatory requirements. Notes may be
issued as Dual Currency Interest Notes and Dual Currency Redemption
Notes.

Issue specific summary: The Specified Currency of the Notes is
[Euro][Japanese
yen][New
Zealand
dollar][British
pound][Swiss
franc][Chinese Renminbi][United States dollar][specify any other currency
that is applicable].
C.5
A description
BNG Bank and the Dealers have agreed certain customary restrictions on
of any
offers, sale and delivery of Notes and of the distribution of offering material
restrictions on
in the United States of America, the European Economic Area, the United
the free
Kingdom, the Netherlands, the Republic of Italy, France, Spain, Japan, the
transferability
People's Republic of China, Hong Kong and Singapore.
of the Notes:

Issue specific summary: U.S. Selling Restrictions: [Regulation S Category 2;
TEFRA [C 1 /D 2 ] Rules applicable][TEFRA C and D Rules not
applicable3][Regulation S Category 2 and 144A; TEFRA C and D Rules not
applicable].
C.8
Description of
Ranking (status)

1To be used for Bearer Notes that are issued as Permanent Global Notes or Definitive Notes, which may not be
offered or sold in the United States or to U.S. persons.
2 To be used for Notes represented by a Temporary Global Note exchangeable for a Definitive Note or a Temporary
Global Note exchangeable for interests in a Permanent Global Note.
3 To be used for offerings of Registered Notes, or Bearer Notes with a term of one year or less (including unilateral
rights to roll over or extend).

10