Obligation ING Group 6.75% ( XS1956051145 ) en USD

ING Group

100 % ⇌

Pays-bas

XS1956051145 ( en USD )

6.75% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation ING Groep XS1956051145 en USD 6.75%, échéance Perpétuelle

16/10/2025 ( Dans 164 jours )

ING Groep est une institution financière mondiale offrant une large gamme de services bancaires aux particuliers, entreprises et institutions, notamment des services de banque de détail, de gestion de patrimoine, d'investissement et de banque d'entreprise.

L'Obligation émise par ING Group ( Pays-bas ) , en USD, avec le code ISIN XS1956051145, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR DATED 22 FEBRUARY 2019
ING Groep N.V.
U.S.$ 1,250,000,000 6.750% Perpetual Additional Tier 1 Contingent Convertible
Capital Securities
Issue Price of the Capital Securities: 100.00 per cent.
The U.S.$ 1,250,000,000 6.750% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the "Capital Securities") will
be issued by ING Groep N.V. (the "Issuer"). The Capital Securities will constitute unsecured and subordinated obligations of the Issuer
and shall rank pari passu and without any preference among themselves.
Interest on the Capital Securities will accrue on their principal amount from (and including) 26 February 2019 (the "Issue Date") to (but
excluding) 16 April 2024 (the "First Call Date") at an initial rate of 6.750 per cent. per annum, and will, subject as provided below, be
payable semi-annually in arrear on 16 April and 16 October in each year, for the first time on 16 April 2019 (short first coupon). Interest
on the Capital Securities shall accrue from (and including) the First Call Date, at a rate, to be reset on each five-year anniversary
thereafter, based on the aggregate of the Reset Reference Rate and 4.204 per cent.
The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities, in whole or in part, which is
otherwise scheduled to be paid on an Interest Payment Date or redemption date. Interest payments on the Capital Securities will be non-
cumulative. See Condition 5.
If the Group CET1 Ratio has fallen below 7.00 per cent. (the "Trigger Event"), the Capital Securities shall be mandatorily and
irrevocably converted into Ordinary Shares of the Issuer at the Conversion Price. The Trigger Event relates to the consolidated
solvency level of the Issuer on which ING Bank N.V. (the "Bank") is supervised. See Condition 6.
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the
"Holders") do not have the right to call for their redemption. Subject to satisfaction of certain conditions (as described herein) and
applicable law, the Capital Securities may be redeemable (at the option of the Issuer) on the First Call Date or on any Reset Date
thereafter, in whole but not in part, in an amount equal to their principal amount together with any Outstanding Payments. In addition,
upon the occurrence of a Tax Event or a Regulatory Event, the Capital Securities may be redeemed (at the option of the Issuer), in whole
but not in part, in an amount equal to their principal amount together with any Outstanding Payments. See Condition 7.
Payments on the Capital Securities will be made free and clear of, and without withholding or deduction for, taxes of the Netherlands to
the extent described under Condition 10.
Terms used but not otherwise defined in this Offering Circular shall have the same meaning as ascribed to them in the "Terms and
Conditions of the Capital Securities".
This Offering Circular does not comprise a prospectus for the purposes of Article 5 of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State
of the European Economic Area) (the "Prospectus Directive"). Application has been made to the Irish Stock Exchange plc trading as
Euronext Dublin ("Euronext Dublin") for the Capital Securities to be admitted to the Official List and trading on the Global Exchange
Market of Euronext Dublin. This Offering Circular constitutes listing particulars for the purpose of such application and has been
approved by Euronext Dublin. The Global Exchange Market is the exchange regulated market of Euronext Dublin and not a regulated
market for the purposes of Directive 2014/65/EU ("MiFID II").
The denominations of the Capital Securities shall be $200,000 and integral multiples of $1,000 in excess thereof, up to and including
$399,000. The Capital Securities will initially be represented by a temporary global capital security without interest coupons in bearer
form (the "Temporary Global Capital Security"), which will be deposited with a common depositary on behalf of Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg") on the Issue Date. The Temporary Global Capital
Security will be exchangeable for interests in a global capital security (the "Global Capital Security"), without interest coupons, on or
after a date which is expected to be 8 April 2019, upon certification as to non-US beneficial ownership. Individual definitive Capital
Securities in bearer form ("Definitive Capital Securities") will only be available in certain limited circumstances as described herein. See
"Summary of the Provisions Relating to the Capital Securities while in Global Form".
The Capital Securities are expected upon issue to be rated Ba1 and BBB- by Moody's Investors Service Limited ("Moody's") and Fitch
Ratings Limited ("Fitch"), respectively. A 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 credit ratings included or referred to in this Offering Circular have been issued by Moody's and Fitch, each of which is established in

the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies.
The Capital Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or
otherwise made available to retail clients, as defined in the rules set out in the Markets in Financial Instruments Directive
2014/65/EU, as amended or replaced from time to time. Prospective investors are referred to the section headed "Prohibition on
marketing and sales to retail investors" on pages 2 to 4 of this Offering Circular for further information.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering
Circular.
This Offering Circular should be read and construed in conjunction with the Registration Document (as defined herein) in
connection with the issue of the Capital Securities.
Joint Lead Managers and Joint Bookrunners
Barclays
Credit Suisse
Deutsche Bank
Goldman Sachs International
ING
Morgan Stanley
(Joint Global Coordinator)
(Joint Global Coordinator)
Joint Lead Managers
DBS Bank Ltd.
KBC Bank
SMBC Nikko
Standard Chartered Bank

This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Important Information - Documents Incorporated by Reference" below).
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"), and the Capital Securities are subject to U.S. tax law requirements. Subject to certain
exceptions, Capital Securities 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 under the Securities Act).
EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL
SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO
WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES,
AND NEITHER THE ISSUER NOR THE MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Capital
Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. For
a description of further restrictions on offers and sales of Capital Securities and distribution of this Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Offering Circular nor any
sale made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has
been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that the information contained in it or any other information supplied in
connection with the Capital Securities is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The Managers have not separately verified the information contained in this Offering Circular and make no
representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness
of any of the information in this Offering Circular. Neither this Offering Circular nor any other financial
statements are or should be considered as a recommendation by the Issuer or the Managers that any recipient
of this Offering Circular or any other financial statements should purchase the Capital Securities. Prospective
investors should have regard to the factors described under the section headed "Risk Factors" in this Offering
Circular. This Offering Circular does not describe all of the risks of an investment in the Capital Securities.
Each potential purchaser of Capital Securities should determine for itself the relevance of the information
contained in this Offering Circular and its purchase of Capital Securities should be based upon such
investigation as it deems necessary.
1

Prohibition on marketing and sales to retail investors: The Capital Securities are complex financial
instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of
securities such as the Capital Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 2015 (the "PI Instrument").
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products ("PRIIPs") became directly
applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as
amended) ("MiFID II") was required to be implemented in EEA member states by 3 January 2018. Together
the PI Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities such as the Capital Securities.
Potential investors in the Capital Securities should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Capital Securities (or any beneficial
interests therein), including the Regulations.
The Issuer and the Joint Lead Managers are required to comply with the Regulations. By purchasing, or
making or accepting an offer to purchase, any Capital Securities (or a beneficial interest in such Capital
Securities) from the Issuer and/or the Joint Lead Managers, each prospective investor represents, warrants,
agrees with and undertakes to the Issuer and each of the Joint Lead Managers that:
1.
it is not a retail client in the EEA (as defined MiFID II);
2.
whether or not it is subject to the Regulations, it will not
sell or offer the Capital Securities (or any beneficial interest therein) to retail clients (as defined
in MiFID II) in the EEA; or
communicate (including the distribution of this Offering Circular) or approve an invitation or
inducement to participate in, acquire or underwrite the Capital Securities (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case as defined in
MiFID II),
in any such case other than (i) in relation to any sale or offer to sell Capital Securities (or any
beneficial interests therein) to a retail client in or resident in the United Kingdom, in circumstances
that do not and will not give rise to a contravention of the PI Instrument by any person and/or (ii) in
relation to any sale or offer to sell Capital Securities (or any beneficial interests therein) to a retail
client in any EEA member state other than the United Kingdom, where (a) it has conducted an
assessment and concluded that the relevant retail client understands the risks of an investment in the
Capital Securities (or such beneficial interests therein) and is able to bear the potential losses involved
in an investment in the Capital Securities (or such beneficial interests therein) and (b) it has at all times
acted in relation to such sale or offer in compliance with MiFID II or, to the extent MiFID II does not
apply to it, in a manner which would be in compliance with MiFID II if it were to apply to it; and
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3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Capital
Securities (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an
investment in the Capital Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the
Joint Lead Managers the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
Prohibition of Sales To EEA Retail Investors - The Capital Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II). Consequently, no key information document required by
PRIIPS for offering or selling the Capital Securities or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Capital Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under PRIIPS.
Professional investors and ECPs only target market Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Capital Securities has led to the
conclusion that: (i) the target market for the Capital Securities is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Capital Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Capital Securities (a "distributor") should take into consideration the manufacturers'
target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Capital Securities (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
Unless otherwise specified or the context requires, references to "USD", "U.S.$", "$" and "U.S. dollars" are
to United Sates dollars and references to "EUR", "Euro" and "" are to euro, which means the lawful
currency of the member states of the European Union that have adopted the single currency in accordance
with the Treaty establishing the European Community. References to "ING Bank" or the "Bank" are to ING
Bank N.V.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore - In
connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore and the Securities
and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations 2018"), the Issuer has
determined the classification of the Securities as capital markets products other than prescribed capital
markets products (as defined in the CMP Regulations 2018) and Specified Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
In connection with this issue of Capital Securities, ING Bank N.V. (the "Stabilising Manager") (or persons
acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect transactions with a
view to supporting the market price of the Capital Securities at a level higher than that which might otherwise
prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
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date on which adequate public disclosure of the terms of the offer of the Capital Securities is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
Capital Securities and 60 days after the date of the allotment of the Capital Securities. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager (or person(s) acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
4

TABLE OF CONTENTS
RISK FACTORS.......................................................................................................................................... 6
IMPORTANT INFORMATION.................................................................................................................. 34
FORWARD-LOOKING STATEMENTS..................................................................................................... 35
OVERVIEW .............................................................................................................................................. 36
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES................................................................ 42
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM ....................................................................................................................................................... 86
DESCRIPTION OF THE ORDINARY SHARES ....................................................................................... 89
USE OF PROCEEDS................................................................................................................................. 90
TAXATION ............................................................................................................................................... 91
SUBSCRIPTION AND SALE.................................................................................................................... 95
GENERAL INFORMATION.................................................................................................................... 102
5

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Capital Securities are also described below.
The Issuer believes that the factors described below represent risks inherent in investing in the Capital
Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
the Capital Securities may occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding the Capital Securities are exhaustive. Prospective investors should also read
the detailed information set out elsewhere in this Offering Circular (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Capital Securities (the "Conditions") set out elsewhere in this Offering Circular or in the
Registration Document incorporated by reference herein.
Each prospective investor in the Capital Securities should refer to the section headed "Risk Factors" in
the Registration Document (as supplemented) for a description of those factors which could affect the
financial performance of the Issuer and thereby affect the Issuer's ability to fulfil its obligations in
respect of the Capital Securities.
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
For a description of the risks associated with the Issuer and the Group, see the section entitled "Risk Factors"
of the Registration Document of the Issuer dated 30 March 2018, as updated by the supplements thereto dated
11 May 2018, 22 June 2018, 3 August 2018, 7 September 2018, 13 September 2018, 5 November 2018, 31
December 2018 and 8 February 2019, respectively, which are incorporated by reference herein.
Factors which are material for the purpose of assessing the risks associated with the Capital
Securities
1
The Capital Securities are complex financial instruments that involve a high degree of risk and
may not be a suitable investment for all investors.
The Capital Securities are complex financial instruments that involve a high degree of risk. As a result, an
investment in the Capital Securities and the Conversion Shares issuable following a Trigger Event will
involve certain increased risks. Each potential investor in the Capital Securities must determine the suitability
(either alone or with the help of a financial adviser) of that investment in light of its own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or incorporated
by reference in this Offering Circular or any applicable supplement;
6

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital
Securities, including where the currency for principal or interest payments is different from the
potential Investor's Currency (as defined in "Exchange rate risks and exchange controls") and the
possibility that the entire principal amount of the Capital Securities could be lost, including following
the exercise by the relevant resolution authority of any bail-in power;
(iv)
understand thoroughly the terms of the Capital Securities, such as the provisions governing the
Conversion (including, in particular, the calculation of the Group CET1 Ratio, as well as under what
circumstances a Trigger Event will occur), and be familiar with the behaviour of any relevant financial
markets, including the possibility that the Capital Securities may become subject to write-down or
conversion or expropriation if any bail-in power is exercised; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
A potential investor should not invest in the Capital Securities which are complex financial instruments unless
it has the knowledge and expertise (either alone or with a financial adviser) to evaluate how the Capital
Securities will perform under changing conditions (including the likelihood of the Conversion into
Conversion Shares), the resulting effects on the value of the Capital Securities, and the impact this investment
will have on the potential investor's overall investment portfolio. Prior to making an investment decision,
potential investors should consider carefully, in light of their own financial circumstances and investment
objectives, all the information contained in this Offering Circular or incorporated by reference herein.
2
The Capital Securities have no scheduled maturity and Holders do not have the right to cause
the Capital Securities to be redeemed or otherwise accelerate the repayment of the principal amount
of the Capital Securities except in very limited circumstances.
The Capital Securities are perpetual securities and have no fixed maturity or fixed redemption date and are
not redeemable at the option or election of the Holders. Accordingly, the Issuer is under no obligation to repay
all or any part of the principal amount of the Capital Securities, it has no obligation to redeem the Capital
Securities at any time and Holders have no right to call for their redemption or otherwise claim for the
repayment of the principal amount of the Capital Securities (except in the very limited circumstances
following the liquidation (upon dissolution or otherwise), moratorium of payments or bankruptcy of the Issuer
where they have a claim as described under Conditions 3 and 9). Therefore, Holders will receive or realise a
cash amount with respect to their investment of principal only (i) if the Issuer at its option redeems the Capital
Securities in accordance with their terms and applicable law (which may require the Issuer to obtain prior
permission from the Competent Authority), (ii) by selling their Capital Securities or, following the occurrence
of a Trigger Event and the issue and delivery of Conversion Shares, their Conversion Shares or (iii) in the
liquidation, moratorium of payments or bankruptcy of the Issuer (and, in the case of paragraphs (ii) and (iii)
above, the cash amount received or realised may be less than the principal amount of the Capital Securities).
See "The Issuer may redeem the Capital Securities at its option in certain situations." for additional
information on the Issuer's ability to redeem the Capital Securities.
7

3
The Issuer's obligations under the Capital Securities are subordinated, and the rights of the
holders of Conversion Shares will be further subordinated upon conversion into Conversion Shares.
The Issuer's obligations under the Capital Securities will be subordinated to all of the Issuer's existing and
future obligations under Senior Instruments.
In the event of the liquidation (upon dissolution (ontbinding) or otherwise), moratorium of payments
(surseance van betaling) or bankruptcy (faillissement) of the Issuer (each a "Liquidation Event") that occurs
prior to a Trigger Event, the Capital Securities will be subordinated to Senior Instruments of the Issuer and
rank pari passu with all Parity Instruments of the Issuer. In the circumstances described above, the amount of
any claim in respect of each Capital Security shall be its principal amount. By virtue of such subordination,
payments (if any) to the Holders and Couponholders will, in the case of a Liquidation Event, only be made
after all payment obligations of the Issuer in respect of Senior Instruments have been satisfied. Also see
"There is no restriction on the amount or type of further securities or indebtedness that the Issuer or its
subsidiaries may issue, incur or guarantee. No limitation on issuing pari passu or senior securities." below.
In addition, as further described below under "Loss absorption following a Trigger Event. The Capital
Securities will be subject to Conversion following the occurrence of a Trigger Event, in which case the
Capital Securities will be converted into Ordinary Shares, and upon the occurrence of such an event Holders
could lose all or part of the value of their investment in the Capital Securities.", if a Trigger Event occurs, the
Capital Securities shall be converted into Ordinary Shares. All of the Issuer's obligations under the Capital
Securities shall be irrevocably and automatically discharged by the Issuer's issuance of the Conversion Shares
to the Conversion Shares Depository (or to the relevant recipient). If a Liquidation Event occurs after a
Trigger Event, but before the relevant Conversion Shares to be issued and delivered to the Conversion Shares
Depository (or to the relevant recipient) have been so issued and delivered, each Holder of a Capital Security
shall have a claim (in lieu of any other payment by the Issuer) for the amount, if any, it would have been
entitled to receive if the Conversion relating to such Trigger Event had occurred, and the relevant number of
Conversion Shares to which such Holder would have been entitled had been delivered to such Holder,
immediately prior to the Liquidation Event. Each Holder will be effectively further subordinated due to the
change in its status from (in case of a Liquidation Event occurring prior to a Trigger Event) being the holder
of a debt instrument ranking ahead of holders of Ordinary Shares to (in case of a Liquidation Event occurring
after a Trigger Event) being the holder of Ordinary Shares or being entitled to delivery of Ordinary Shares as
evidenced by the Capital Security. As a result, upon the occurrence of a Trigger Event, the Holders could lose
all or part of their investment in the Capital Securities irrespective of whether the Issuer has sufficient assets
available to settle what would have been the claims of the Holders of the Capital Securities or other securities
subordinated to the same extent as the Capital Securities, in proceedings relating to a Liquidation Event or
otherwise. Therefore, even if other securities that rank pari passu with the Capital Securities are paid in full,
following the Trigger Event, the Holders will have no rights to the repayment of the principal amount of the
Capital Securities or the payment of interest on the Capital Securities and will rank as holders of Ordinary
Shares. The claims of holders of Ordinary Shares in a Liquidation Event are the most junior-ranking of all
claims. Claims in respect of Ordinary Shares are not for a fixed principal amount, but rather are limited to a
share of the surplus assets (if any) remaining following payment of all amounts due in respect of the liabilities
of the Issuer.
Although the Capital Securities may pay a higher rate of interest than comparable securities which are not so
subordinated, there is a real risk that an investor in the Capital Securities will lose all or some of its
investment should the Issuer become insolvent since its assets would be available to pay such amounts only
after all of its senior and more senior subordinated creditors have been paid in full.
8