Obligation Volksfinance AG 0% ( XS1952701982 ) en EUR

Volksfinance AG

100 % ▼

Allemagne

XS1952701982 ( en EUR )

0%

15/02/2021 - Obligation échue

Prospectus brochure de l'obligation Volkswagen Financial Services AG XS1952701982 en EUR 0%, échue

100 000 EUR

500 000 000 EUR

Volkswagen Financial Services AG est une société de services financiers qui propose des solutions de financement et de location aux clients de Volkswagen et d'autres marques automobiles du groupe Volkswagen.

Le marché financier a récemment clôturé le cycle de vie d'une émission obligataire spécifique, identifiée par le code ISIN XS1952701982, émise par Volkswagen Financial Services AG. Volkswagen Financial Services AG, filiale essentielle du groupe Volkswagen AG, acteur majeur de l'industrie automobile mondiale, est un fournisseur global de services financiers ; elle couvre un large éventail d'activités incluant le financement de véhicules pour les clients et les concessionnaires, le leasing, la banque directe, l'assurance et la gestion de flotte, jouant un rôle crucial dans le soutien des ventes et la fidélisation de la clientèle pour les marques du groupe. Cette obligation, émise en Allemagne et libellée en euros (EUR), représentait un volume total de 500 millions d'euros, avec une taille minimale de souscription fixée à 100 000 euros, indiquant une orientation vers les investisseurs institutionnels ou sophistiqués plutôt que le grand public. Une caractéristique notable de cette obligation était son taux d'intérêt de 0%, la classant comme une obligation à coupon zéro, ce qui signifie que l'investisseur n'a pas perçu de paiements d'intérêts périodiques durant la vie du titre, le rendement étant implicitement intégré dans le prix d'achat initial, généralement en deçà du pair, avec un remboursement à 100% à l'échéance. Arrivée à échéance le 15 février 2021, cette obligation a été intégralement remboursée à sa valeur nominale (100% du prix d'émission), marquant la conclusion réussie de cet instrument de dette pour l'émetteur et ses porteurs, et témoignant de la bonne gestion de la dette de Volkswagen Financial Services AG et de sa capacité à honorer ses engagements financiers dans les délais impartis.

Information Memorandum
VOLKSWAGEN FINANCIAL SERVICES AG
Braunschweig, Federal Republic of Germany
Issuer and/or Guarantor
VOLKSWAGEN BANK GMBH
Braunschweig, Federal Republic of Germany
Issuer
VOLKSWAGEN LEASING GMBH
Braunschweig, Federal Republic of Germany
Issuer
VOLKSWAGEN FINANCIAL SERVICES N.V.
Amsterdam, The Netherlands
Issuer
VOLKSWAGEN FINANCE JAPAN KK
Tokyo, Japan
Issuer
EURO 18,000,000,000
Debt Issuance Programme
(the "Programme")
Arrangers
COMMERZBANK
JPMORGAN
SECURITIES
Dealers
ABN AMRO
BARCLAYS CAPITAL
BAYERISCHE LANDESBANK
BNP PARIBAS
CITIGROUP
COMMERZBANK
SECURITIES
DRESDNER KLEINWORT
HVB CORPORATES & MARKETS
JPMORGAN
WASSERSTEIN
MORGAN STANLEY
SG INVESTMENT BANKING
Issuing Agent
CITIBANK, N.A.
The date of this Information Memorandum is December 10, 2003.
This Information Memorandum replaces the Information Memorandum dated December 10, 2002
and is valid for one year from the date hereof.

Table of Contents
Page
Important Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Summary of Terms and Conditions of the Programme and the Notes . . . . . . . . . . . . . . . . . . . .
6
Issue Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
English Language Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
English Language Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Deutsche Fassung der Emissionsbedingungen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Deutsche Fassung der Garantie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
59
Pricing Supplement/Konditionenblatt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
Volkswagen Financial Services AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Volkswagen Bank GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Volkswagen Leasing GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Volkswagen Financial Services N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Volkswagen Finance Japan KK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
Information about Volkswagen Aktiengesellschaft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Address List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
117
2

Important Notice
The purpose of this Information Memorandum is to give information with regard to Volkswagen
Financial Services AG ("VWFSAG" or the "Guarantor"), Volkswagen Bank GmbH ("VWBGMBH"),
Volkswagen Leasing GmbH ("VWLGMBH"), Volkswagen Financial Services N. V. ("VWFSNV") and
Volkswagen Finance Japan KK ("VWFJ") (each an "Issuer" and together the "Issuers") and the Notes.
Each Issuer is responsible for the information contained in this Information Memorandum relating to it
and the Notes. The Guarantor is responsible for the information contained in this Information
Memorandum relating to it and its other subsidiaries and the guarantee of the Notes. To the best of
the knowledge and belief of the Issuers and the Guarantor (each of whom has taken all reasonable
care to ensure that such is the case) the information contained in this Information Memorandum, for
which each is responsible, is true and accurate in all material respects and is not misleading and there
are no other facts the omission of which makes this Information Memorandum as a whole or any of
such information or the expression of any opinions or intentions misleading. They each accept
responsibility accordingly.
The Issuers and the Guarantor have confirmed to the dealers set forth on the cover page (each a
"Dealer" and together the "Dealers") that this Information Memorandum is accurate 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, the omission of which would
make any statement, whether fact or opinion, in this Information Memorandum misleading in any
material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify
the accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with
this Information Memorandum or any other information supplied in connection with the Programme
and, if given or made, such information must not be relied upon as having been authorised by or on
behalf of either Issuer, the Guarantor or any of the Dealers.
This Information Memorandum should be read in conjunction with any amendment or supplement
hereto and with any other documents incorporated herein by reference and, in relation to any Series of
Notes, together with the relevant Pricing Supplement(s).
This Information Memorandum is valid for one year following its date of issue and it and any
amendment or supplement hereto as well as any Pricing Supplement reflect the status as of their
respective dates of issue. 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 condition of the
Issuers and the Guarantor 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.
Each of the Issuers and the Guarantor has undertaken with the Dealers to amend or supplement this
Information Memorandum or publish a new Information Memorandum if and when the information
herein should become materially incaccurate or incomplete.
To the extent permitted by the laws of any relevant jurisdiction, neither the arrangers as set forth on the
cover page (each an "Arranger" and together the "Arrangers") nor any Dealer accepts any
responsibility for the accuracy and completeness of the information contained in this Information
Memorandum or any amendment or supplement hereof, or any other document incorporated by
reference nor for the information contained in any Pricing Supplement.
Neither this Information Memorandum nor any Pricing Supplement constitutes an offer or invitation by
or on behalf of the Issuers, the Guarantor or the Dealers to any person to subscribe for or to purchase
any Notes.
The distribution of this Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession
this Information Memorandum or any Pricing Supplement comes are required to inform themselves
3

about and observe any such restrictions. For a description of the restrictions applicable in the United
States of America, the United Kingdom, the Netherlands, the Federal Republic of Germany, France
and Japan see "Selling 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. This Information Memorandum may
only be communicated or caused to be communicated in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 ("FSMA") does not apply.
Neither this Information Memorandum nor any Pricing Supplement may 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.
In connection with the issue and distribution of any Tranche of Notes, the Dealer (if any) who is
specified in the relevant Pricing Supplement as the stabilising manager or any person acting for
him may over-allot or effect transactions with a view to supporting the market price of the
Notes of the Series of which such Tranche forms part at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on the stabilising
manager or any agent of his to do this. Such stabilising, if commenced, may be discontinued at
any time and must be brought to an end after a limited period. Such stabilising shall be in
compliance with all applicable laws, regulations and rules.
In this Information Memorandum, all references to "Euro" or "3" are to the euro, the single currency of
the member states participating in the European Monetary Union, to "£" are to British pounds, the
official currency of the United Kingdom, to "US$" or "U.S.$" are to U.S. Dollar, the official currency of
the United States of America and references to "Yen" are to Japanese Yen, the official currency of
Japan.
4

Documents Incorporated by Reference
The following documents shall be deemed to be incorporated in, and to form part of, this Information
Memorandum:
(1) the most recently published annual reports and accounts of the Issuers and the Guarantor from
time to time; and
(2) all supplements and amendments to this Information Memorandum circulated by the Issuers from
time to time in accordance with the undertakings given by them in the Dealer Agreement; and
(3) the relevant Pricing Supplements;
save that any statement contained herein or in a document all or the relative portion of which is
incorporated by reference herein shall be deemed to be modified or superseded for the purpose of
this Information Memorandum to the extent that a statement contained in any subsequent document
all or the relative portion of which is or is deemed to be incorporated by reference herein modifies or
supersedes such earlier statement.
The Issuers and the Guarantor will provide, without charge, to each person to whom a copy of this
Information Memorandum has been delivered, upon the oral or written request of any such person, a
copy of any or all of the documents which, or portions of which, are incorporated herein by reference.
Such documents will also be available without charge at the offices of the listing agent in Luxembourg.
Written or oral requests for such documents should be directed to the Issuers or the Guarantor at their
registered offices set out at the end of this Information Memorandum.
The Issuers and the Guarantor have given an undertaking to the Luxembourg Stock Exchange in
connection with the listing of the Notes to the effect that after the submission of this Information
Memorandum to the Luxembourg Stock Exchange and during the duration of the Programme they
shall publish a supplement or a new Information Memorandum as may be required by the rules of
Luxembourg Stock Exchange in the light of any material changes to any of the information regarding
the Issuers and the Guarantor or a material change in the Terms and Conditions of the Notes set out in
this Information Memorandum and shall promptly supply to the Luxembourg Stock Exchange such
number of copies of the supplement or new Information Memorandum (as the case may be) as the
Luxembourg Stock Exchange may reasonably request.
5

Summary of the Terms and Conditions of the Programme and the Notes
The following summary does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Information Memorandum and, in relation to the terms and
conditions of any particular Series of Notes. Words and expressions defined or used in the Dealer
Agreement and in the English Language "Terms and Conditions of the Notes" shall have the same
meaning in this summary.
Issuers:
Volkswagen Financial Services AG
Volkswagen Bank GmbH
Volkswagen Leasing GmbH
Volkswagen Financial Services N.V.
Volkswagen Finance Japan KK
Guarantor:
Volkswagen Financial Services AG (in the case of notes issued by Volkswagen
Leasing GmbH; Volkswagen Financial Services N.V. or Volkswagen Finance
Japan KK)
Arrangers:
Commerzbank Aktiengesellschaft
J. P. Morgan Securities Ltd.
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
Bayerische Hypo- und Vereinsbank AG
Bayerische Landesbank
BNP Paribas
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Dresdner Bank Aktiengesellschaft
J. P. Morgan Securities Ltd.
Morgan Stanley & Co. International Limited
SociØtØ GØnØrale
Notes may also be issued to third parties other than Dealers which will be
appointed as "New Dealers", for the duration of the Programme or on an issue
by issue basis.
Issuing Agent
Citibank, N.A., London Office.
and Principal
Paying Agent:
The Issuers shall procure that as long as Notes are listed on the Luxembourg
Stock Exchange there will at all times be a Paying Agent in the City of
Luxembourg.
Regulatory
Any issue of Notes denominated in a currency in respect of which particular
Matters:
laws, regulations, guidelines, restrictions and reporting requirements apply will
only be issued in circumstances which comply with such laws, regulations,
guidelines, restrictions and reporting requirements from time to time.
Programme
Up to Euro 18,000,000,000 or its equivalent in other currencies or units of
Amount:
account outstanding at any one time or such other amount as the Issuers and
the Dealers may from time to time agree.
Currencies:
Notes may be denominated in Euro as well as any other currency or unit of
account as an Issuer and any Purchaser may agree subject always to all
applicable laws and regulations and requirements of the relevant central bank
(or equivalent body).
Distribution:
Notes may be distributed by way of public or private placements and in each
case, on a syndicated or non-syndicated basis.
6

Form of Notes:
The Notes shall be in bearer form, and each series thereof shall be represented
by a global note in bearer form without coupons (herein each called a "Global
Note"). In certain circumstances definitive Notes with coupons and/or talons
(hereinafter both called "Coupons"), if any, may be issued.
If applicable, each Issuer shall arrange for the exchange in whole of the Global
Notes issued by it against definitive Notes (with or without Coupons), in each
case in accordance with the applicable terms of such Notes.
Minimum Amount
Each issue of Notes shall be made in series with a minimum agregate principal
of each Series:
amount of Euro 5,000,000 (or its equivalent in such other currencies) or such
smaller amount as agreed from time to time between the respective Issuer and
Purchaser for any individual series.
Fixed Rate Notes:
Fixed interest will be payable on such date or dates and in such manner as may
be agreed between the relevant Issuer and the relevant Purchaser(s) as
specified in the applicable Pricing Supplement and on redemption.
If interest is required to be calculated for a period of other than a full year, such
interest shall be calculated on the basis of the Day Count Fraction detailed in the
applicable Pricing Supplement.
Floating Rate
Floating Rate Notes will bear interest on such basis as may be agreed between
Notes:
the relevant Issuer and the relevant Purchaser(s) (as set out in the Terms and
Conditions as may be amended by the applicable Pricing Supplement).
The margin (if any) relating to such rate will be agreed between the relevant
Issuer and the relevant Purchaser(s) for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate, or both.
The "Agent" (which expression shall in this context mean the Issuing Agent or
the Calculation Agent, as specified in the applicable Pricing Supplement) will, on
or as soon as practicable after each time at which the Rate of Interest is to be
determined, determine the Rate of Interest and calculate the amount of interest
(herein called the "Interest Amount") payable on the Floating Rate Notes in
respect of each Specified Denomiation for the relevant Interest Period. Each
Interest Amount shall be calculated by applying the Rate of Interest and the
Day Count Fraction detailed in the applicable Pricing Supplement to each
Specified Denomination, and rounding the resultant figure to the nearest
smallest unit of the Specified Currency, with 0.5 of such unit being rounded
upwards.
Index Linked Notes: Payments of principal in respect of Index Linked Redemption Amount Notes or
of interest in respect of Index Linked Interest Notes (together "Index Linked
Notes") will be calculated by reference to such index and/or formula as the
relevant Issuer and the relevant Dealer may agree as specified in the applicable
Pricing Supplement. Each issue of Index Linked Notes will be made in
compliance with all applicable legal and/or regulatory requirements.
Other provisions
Floating Rate Notes and Index Linked Interest Notes may also have a maximum
in relation to
interest rate, a minimum interest rate or both.
Floating Rate
Notes and
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of
Index Linked
each Interest Period, as selected prior to issue by the relevant Issuer and the
Interest Notes:
relevant Dealer(s), will be payable on such Interest Payment Dates specified in,
or determined pursuant to, the applicable Pricing Supplement and will be
calculated as specified in the applicable Pricing Supplement.
7

Dual Currency
Payments (whether in respect of principal or interest and whether at maturity or
Notes:
otherwise) in respect of Dual Currency Notes will be made in such currencies,
and based on such rates of exchange, as the relevant Issuer and the relevant
Dealer(s) may agree, as specified in the applicable Pricing Supplement.
Zero Coupon
Zero Coupon Notes may be offered and sold at a discount to their nominal
Notes:
amount and will not bear interest.
Other Types
Notes may be of any other type, such as Instalment Notes, Credit Linked Notes,
of Notes:
Equity Linked Notes or may have any other structure, all upon terms provided in
the applicable Pricing Supplement.
Maturities and
Each Note shall have a tenor of not less than one month but not more than thirty
Denominations:
years calculated from and including the date on which such Note is issued and
purchased (hereinafter called the "Issue Date") to and including its maturity
date (hereinafter called the "Maturity Date"), in each case as may be agreed
by an Issuer and the relevant Purchaser. Any Notes, the proceeds of which are
to be accepted by the relevant Issuer in the United Kingdom, which must be
redeemed before the first anniversary of the date of their issue, shall (a) have a
redemption value of not less than £ 100,000 (or an amount of equivalent value
denominated wholly or partly in a currency other than Sterling), and (b) provide
that no part of any such Note may be transferred unless the redemption value of
that part is not less than £ 100,000 (or such an equivalent amount).
Redemption:
Unless previously redeemed in whole or in part or purchased and cancelled, the
Notes, will be redeemed at their Final Redemption Amount specified, in, or
determined in the manner specified in, the Pricing Supplement in the relevant
Specified Currency on the Maturity Date specified in the applicable Pricing
Supplement (in the case of a Note other than a Floating Rate Note) or on the
Interest Payment Date falling in the Redemption Month specified in the
applicable Pricing Supplement (in the case of a Floating Rate Note).
The applicable Pricing Supplement may provide that Notes may be repayable
in two or more instalments of such amounts and on such dates as indicated therein.
Any Notes, the proceeds of which are to be accepted by the relevant Issuer in the
United Kingdom, which must be redeemed before the first anniversary of the date of
their issue, shall (a) have a redemption value of not less than £ 100,000 (or an amount
of equivalent value denominated wholly or partly in a currency other than Sterling),
and (b) provide that no part of any such Note may be transferred unless the
redemption value of that part is not less than £ 100,000 (or such an equivalent
amount).
Early Redemption:
Notes issued may be redeemed before maturity in certain circumstances as
shown in § 5 of the Terms and Conditions.
Taxation:
All payments by the Issuer in respect of the Notes will be made without
deduction or withholding for or on account of withholding taxes subject as
provided in § 8 of the Terms and Conditions of each Series of Notes.
Status:
The unsubordinated Notes constitute unsecured and unsubordinated obligations
of the Issuer and rank pari passu without any preference among themselves and
pari passu with all other unsecured and unsubordinated obligations of the
Issuer.
The subordinated Notes which will only be issued by Volkswagen Bank GmbH
will constitute unsecured and subordinated obligations of Volkswagen Bank
GmbH ranking pari passu among themselves and pari passu with all other
subordinated obligations of Volkswagen Bank GmbH and, in the event of the
8

dissolution, liquidation, bankruptcy, composition or other proceedings for the
avoidance of bankruptcy of, or against Volkswagen Bank GmbH, such obligations
will be subordinated to the claims of all unsubordinated creditors of Volkswagen
Bank GmbH.
Guarantee:
Volkswagen Financial Services Aktiengesellschaft (the "Guarantor") has given
its unconditional and irrevocable Guarantee (the "Guarantee") for the due
payment of the amounts corresponding to the principal of and interest on the
Notes issued by Volkswagen Leasing GmbH, Volkswagen Financial Services
N.V. or Volkswagen Finance Japan KK. The Guarantee does not extend to the
payment of amounts corresponding to the principal of or interest on Notes
issued by Volkswagen Bank GmbH.
Negative Pledge
The unsubordinated Notes will have the benefit of a negative pledge of the
and Undertaking:
relevant Issuer and the Notes issued by Volkswagen Leasing GmbH,
Volkswagen Financial Services N.V. or Volkswagen Finance Japan KK will have
the benefit of an Undertaking of the Guarantor.
Listing:
Application has been made to list Notes issued under the Programme on the
Luxembourg Stock Exchange or will be made on any other stock exchange
agreed between the relevant Issuer and the relevant Dealer.
Notes may also be issued without being listed.
Listing Agent:
Banque de Luxembourg, S.A.
Governing Law:
German law.
Selling
There are restrictions on the sale of Notes and the distribution of offering
Restrictions:
material see "Subscription and Sale" on page 110.
9

Issue Procedures
General
The Issuer and the relevant Dealer will agree on the terms and conditions applicable to each particular
tranche of Notes (the "Conditions"), which will be constituted by the Terms and Conditions as
completed, modified, supplemented or replaced by the provisions of the applicable Pricing
Supplement as provided below. The Pricing Supplement relating to each tranche of Notes will specify:

whether the Conditions are to be Long-Form Conditions or Integrated Conditions (each as described
below); and

whether the Conditions will be in the English language or the German language or both (and, if both,
whether the English language version or the German language version is controlling).
As to the controlling language of the respective Conditions, the Issuer anticipates that, in general,
subject to any stock exchange or legal requirements applicable from time to time, and unless
otherwise agreed between the Issuer and the relevant Dealer:

In the case of Notes publicly offered, in whole or in part, in the Federal Republic of Germany or
distributed, in whole or in part, to non-professional investors in the Federal Republic of Germany,
German will be the controlling language. If, in the event of such public offer or distribution to non-
professional investors, however, English is chosen as controlling language, a German language
translation of the Conditions will be available from the respective offices of the Paying Agent in the
Federal Republic of Germany and the Issuer, and in the case of Notes issued by Volkswagen
Leasing GmbH, Volkswagen Financial Services N.V. or Volkswagen Finance Japan KK, the
Guarantor specified on page 117 and 118 of this Information Memorandum.
As to whether Long-Form Conditions or Integrated Conditions will apply, the Issuer anticipates that:

Long-Form Conditions will generally be used for Notes which are not publicly offered.

Integrated Conditions will be required where the Notes are to be publicly offered, in whole or in
part, or to be distributed, in whole or in part, to non-professional investors.
Long-Form Conditions
If the Pricing Supplement specifies that Long-Form Conditions are to apply to the Notes, the provisions
of the applicable Pricing Supplement and the Terms and Conditions, taken together, shall constitute the
Conditions. Such Conditions will be constituted as follows:

the blanks in the provisions of the Terms and Conditions which are applicable to the Notes will be
deemed to be completed by the information contained in the Pricing Supplement as if such
information were inserted in the blanks of such provisions;

the Terms and Conditions will be modified, supplemented or replaced by the text of any provisions
of the Pricing Supplement modifying, supplementing or replacing, in whole or in part, the provisions
of the Terms and Conditions;

alternative or optional provisions of the Terms and Conditions as to which the corresponding
provisions of the Pricing Supplement are not completed or are deleted will be deemed to be
deleted from the Conditions; and

all instructions and explanatory notes set out in square brackets in the Terms and Conditions and
any footnotes and explanatory text in the Pricing Supplement will be deemed to be deleted from
the Conditions.
Where Long-Form Conditions apply, each Global Note representing the Notes of the relevant Series will
have the Pricing Supplement and the Terms and Conditions attached. If Definitive Notes are delivered
in respect of the Notes of such Series, they will have endorsed thereon either (i) the Pricing
Supplement and the Terms and Conditions in full, (ii) the Pricing Supplement and the Terms and
Conditions in a form simplified by the deletion of non-applicable provisions, or (iii) Integrated
Conditions, as the Issuer may determine.
10