Obligation BWM 0% ( XS2280845491 ) en EUR

BWM

100 % ▲

Allemagne

XS2280845491 ( en EUR )

11/01/2026 - Obligation échue

Prospectus brochure de l'obligation BMW XS2280845491 en EUR 0%, échue

BMW, acronyme de Bayerische Motoren Werke (Usines bavaroises de moteurs), est un constructeur automobile allemand réputé pour ses véhicules haut de gamme, ses motos, et son engagement dans la technologie d'avant-garde et le sport automobile.

L'obligation BMW (XS2280845491), émise en Allemagne en euros, avec un taux d'intérêt de 0%, est arrivée à maturité le 11/01/2026 et a été intégralement remboursée à son prix nominal de 100%.

EXECUTION VERSION

IN THE CASE OF NOTES LISTED ON THE OFFICIAL LIST OF AND ADMITTED TO TRADING ON
THE REGULATED MARKET OF THE LUXEMBOURG STOCK EXCHANGE OR PUBLICLY
OFFERED IN THE GRAND DUCHY OF LUXEMBOURG, THE FINAL TERMS OF NOTES WILL BE
DISPLAYED
ON
THE
WEBSITE
OF
THE
LUXEMBOURG
STOCK
EXCHANGE
(WWW.BOURSE.LU).

MiFID
II
PRODUCT
GOVERNANCE
/
PROFESSIONAL
INVESTORS,
ELIGIBLE
COUNTERPARTIES AND RETAIL INVESTORS TARGET MARKET  As at the date of these Final
Terms and solely for the purposes of each manufacturer's product approval process, the manufacturer
target market (MiFID II product governance) is eligible counterparties, professional investors and retail
investors, each having (1) at least basic knowledge and/or experience with financial products, (2) a
long term investment horizon, (3) asset accumulation as investment objective, (4) the ability to bear
losses from interest rate changes and no capital loss bearing capacity if held to maturity and (5) a low
risk tolerance (in each case execution only, non-advisory business, advisory business and asset
management as distribution channels). Any person subsequently offering, selling or recommending
the Notes (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 Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
MiFID
II
PRODUKTÜBERWACHUNGSPFLICHTEN
/
ZIELMARKT
PROFESSIONELLE
INVESTOREN, GEEIGNETE GEGENPARTEIEN UND ZIELMARKT KLEINANLEGER Die
Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen hat zum Datum dieser Endgültigen
Bedingungen und ausschließlich für den Zweck des Produktgenehmigungsverfahrens jedes
Konzepteurs zu dem Ergebnis geführt, dass der Konzepteur-Zielmarkt (MiFID II Product
Governance) Geeignete Gegenparteien, Professionelle Investoren und Kleinanleger sind, die jeweils
folgende Merkmale aufweisen (1) mindestens Grundkenntnisse und/oder Erfahrungen mit
Finanzprodukten, (2) einen langfristigen Anlagehorizont, (3) al gemeine Anlagebildung als Anlageziel,
(4) die Fähigkeit, Verluste aus Zinsänderungen zu tragen und keine Kapitalverlusttragfähigkeit beim
Halten bis zur Endfälligkeit haben und (5) eine niedrige Risikotoleranz (jeweils nur bei Ausführung,
Nichtberatungsgeschäft, Beratungsgeschäft und Vermögensverwaltung als Vertriebswege). Jede
Person, die in der Folge die Schuldverschreibungen anbietet, verkauft oder empfiehlt (ein
"Vertriebsunternehmen") soll die Beurteilung des Zielmarkts der Konzepteure berücksichtigen; ein
Vertriebsunternehmen, welches MiFID II unterliegt, ist indes dafür verantwortlich, seine eigene
Zielmarktbestimmung im Hinblick auf die Schuldverschreibungen durchzuführen (entweder durch die
Übernahme oder durch die Präzisierung der Zielmarktbestimmung der Konzepteure) und
angemessene Vertriebskanäle zu bestimmen.

7 January 2021
7. Januar 2021

Final Terms
Endgültige Bedingungen

BMW Finance N.V.

EUR 1,000,000,000 0.000 per cent. Notes due 11 January 2026
issued pursuant to the
EUR 1.000.000.000 0,000% Schuldverschreibungen fällig 11. Januar 2026
begeben aufgrund des

Euro 50,000,000,000
Euro Medium Term Note Programme
of
von
Bayerische Motoren Werke Aktiengesel schaft ("BMW AG")
BMW Finance N.V. ("BMW Finance")
BMW US Capital, LLC ("BMW US Capital")
BMW International Investment B.V. ("BMW Investment")
BMW Japan Finance Corp. ("BMW Japan")

Dated 8 May 2020
Datiert 8. Mai 2020

Issue Price: 100.552 per cent.
Ausgabepreis: 100,552%

Issue Date 11 January 2021
Tag der Begebung 11. Januar 2021

2

Important Notice

These Final Terms have been prepared for the purpose of Article 8 (5) in connection with Article 25 (4)
of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, and
must be read in conjunction with the Euro Medium Term Note Programme Base Prospectus pertaining
to the Programme dated 8 May 2020 (the "Base Prospectus") and the supplement dated 5 August
2020. The Base Prospectus and any supplement thereto, if any, are available for viewing in electronic
form on the website of the Luxembourg Stock Exchange (www.bourse.lu). Ful information is only
available on the basis of the combination of the Base Prospectus, any supplement and these Final
Terms. An issue-specific summary of the individual issue of the Notes is annexed to these Final Terms.

Wichtiger Hinweis

Diese Endgültigen Bedingungen wurden für die Zwecke von Artikel 8 (5) i.V.m. Artikel 25 (4) der
Verordnung (EU) 2017/1129 des Europäischen Parlaments und des Rates vom 14. Juni 2017,
abgefasst und sind in Verbindung mit dem Euro Medium Term Note Programme Basisprospekt vom
8. Mai 2020 über das Programm (der "Basisprospekt") und dem Nachtrag dazu vom 5. August 2020
zu lesen. Der Basisprospekt sowie etwaige Nachträge können in elektronischer Form auf der
Internetseite der Luxemburger Börse (www.bourse.lu) eingesehen werden. Um sämtliche Angaben zu
erhalten, sind die Endgültigen Bedingungen, der Basisprospekt und etwaige Nachträge im
Zusammenhang zu lesen. Eine transaktionsspezifische Zusammenfassung der einzelnen Emission
der Schuldverschreibungen ist diesen Endgültigen Bedingungen angefügt.

3

Part I: TERMS AND CONDITIONS
Teil I: EMISSIONSBEDINGUNGEN
The Conditions applicable to the Notes (the "Conditions"), and the German language translation
thereof, are as set out below.
Die für die Schuldverschreibungen geltenden Bedingungen (die "Bedingungen") sowie die
deutschsprachige Übersetzung sind wie nachfolgend aufgeführt.
§ 1
CURRENCY, DENOMINATION, FORM, TITLE
CERTAIN DEFINITIONS
(1) Currency, Denomination. This tranche 1074 of Notes (the "Notes") which itself or, together with
one or more other tranches, shal comprise a "Series" of BMW Finance N.V. is being issued in Euro
(the "Specified Currency" or "EUR") in the aggregate principal amount of EUR 1,000,000,000 (in
words: one billion) in denominations of EUR 1,000 (the "Specified Denominations").
(2) Form. The Notes are being issued in bearer form.
(3) Temporary Global Note Exchange
(a) The Notes are initial y represented by a temporary global note (the "Temporary Global Note")
without coupons. The Temporary Global Note wil be exchangeable for Notes in Specified
Denominations represented by a permanent global note (the "Permanent Global Note") without
coupons. The Temporary Global Note and the Permanent Global Note (each a "Global Note")
shal each be signed manually or in facsimile by two authorised signatories of the Issuer and
shal each be authenticated by or on behalf of the Principal Paying Agent. Definitive Notes and
interest coupons wil not be issued.
(b) The Temporary Global Note shall be exchanged for the Permanent Global Note on a date not
earlier than 40 days after the date of issue of the Temporary Global Note. Such exchange shal
only be made upon delivery of certifications to the effect that the beneficial owner or owners of
the Notes represented by the Temporary Global Note is not a U.S. person (other than certain
financial institutions or certain persons holding Notes through such financial institutions).
Payment of interest on Notes represented by a Temporary Global Note will be made only after
delivery of such certifications. A separate certification shal be required in respect of each such
payment of interest. Any such certification received on or after the 40th day after the date of
issue of the Temporary Global Note will be treated as a request to exchange such Temporary
Global Note pursuant to subparagraph (b) of this § 1 (3). Any securities delivered in exchange
for the Temporary Global Note shal be delivered only outside of the United States (as defined in
§ 4 (3)).
(4) Clearing System.

The Temporary Global Note (if it wil not be exchanged) and/or Permanent Global Note will be
kept in custody by or on behalf of a Clearing System until al obligations of the Issuer under the
Notes have been satisfied. "Clearing System" means each of the following: Clearstream
Banking S.A., 42 Avenue JF Kennedy, 1855 Luxembourg, Grand Duchy of Luxembourg ("CBL")
and Euroclear Bank SA/NV, Boulevard du Roi Albert II, 1210 Brussels, Belgium ("Euroclear")
CBL and Euroclear each an "ICSD" and together the "ICSDs" or any successor in respect of the
functions performed by each of the Clearing Systems.
The Notes are issued in new global note ("NGN") form and are kept in custody by a common
safekeeper on behalf of both ICSDs.
(5) Noteholders. "Noteholder" means any holder of a proportionate co-ownership or other beneficial
interest or right in the Notes.
(6) Records of the ICSDs. The aggregate principal amount of Notes represented by the Global Note
shal be the aggregate amount from time to time entered in the records of both ICSDs. The records of
the ICSDs (which expression means the records that each ICSD holds for its customers which reflect
the amount of such customer's interest in the Notes) shal be conclusive evidence of the aggregate
principal amount of Notes represented by the Global Note and, for these purposes, a statement issued
4

by an ICSD stating the aggregate principal amount of Notes so represented at any time shall be
conclusive evidence of the records of the relevant ICSD at that time.
On any redemption or payment of an instalment or interest being made in respect of, or purchase and
cancellation of, any of the Notes represented by the Global Note the Issuer shall procure that details of
such redemption, payment or purchase and cancel ation (as the case may be) in respect of the Global
Note shal be entered pro rata in the records of the ICSDs and, upon any such entry being made, the
aggregate principal amount of the Notes recorded in the records of the ICSDs and represented by the
Global Note shal be reduced by the aggregate principal amount of the Notes so redeemed or
purchased and cancelled or by the aggregate amount of such instalment so paid.
On an exchange of a portion only of the Notes represented by a Temporary Global Note, the issuer
shal procure that details of such exchange shal be entered pro rata in the records of the ICSDs.
(7) Title.
(a) A holder of a Note (each a "Noteholder" and together, the "Noteholders") will (except as
otherwise required by applicable laws or regulatory requirements) be treated as its absolute
owner for all purposes (whether or not it is overdue and regardless of any notice of ownership,
trust or any interest thereof or therein, any writing thereon, or any theft or loss thereof) and no
person shal be liable for so treating such Noteholder.
(b) The transfer of title to Notes is effected by agreement on the transfer among the relevant parties
and by delivery or otherwise in accordance with any applicable laws and regulations including
the rules of any relevant Clearing System. References herein to "Noteholders" of Notes are to
the bearers of such Notes.
(8) Business Day. In these Terms and Conditions, "Business Day" means a day which is a day (other
than a Saturday or a Sunday) on which both (i) the Clearing System, and (i ) TARGET2 (as defined
below) and commercial banks and foreign exchange markets in London settle payments.
"TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system or any successor system thereto.
§ 2
STATUS, DECLARATION OF UNDERTAKING, GUARANTEE
(1) Status. The Notes are direct, unconditional, unsubordinated and unsecured obligations of the
Issuer and (save for obligations in respect of national and local taxes, other statutory exceptions,
requirements by applicable laws and any governmental requirements) rank equal y with al its other
unsecured and unsubordinated obligations.
(2) Declaration of Undertaking of the Issuer. In a separate declaration (the "Declaration of
Undertaking"), the Issuer has undertaken vis-à-vis the Noteholders until such time as principal and
interest, if any, as wel as additional amounts pursuant to § 7 (1), if any, have been placed at the
disposal of the relevant Paying Agent or any other paying agent appointed in accordance with § 6, not
to secure or have secured by any mortgage or pledge on its present or future property or assets, any
present or future obligations (including obligations under guarantees or securities) arising from other
International Capital Market Indebtedness (as defined below), unless these Notes at the same time
share pari passu and pro rata in such security. Any mortgage, pledge or other charge for obligations in
respect of national and local taxes, other statutory exceptions, requirements by applicable laws and
any governmental requirements shal be excluded. In the case of a security to be furnished for this
issue of Notes by the Issuer pursuant to this § 2 (2), such security shall be furnished for the benefit of
the Noteholders together with the related rights and obligations. If, after the occurrence of any of the
events specified in § 9 which entitle the Noteholders to declare their Notes due, a Noteholder shal
with respect to the principal of any Notes not otherwise due, enforce any security given for the Notes,
then such Notes shall be deemed to be due for all purposes.
(3) Security provided for Asset Backed Securities. For the avoidance of doubt, the undertaking
contained in this § 2 shal not apply to security provided in connection with asset backed securities
issued by a special purpose vehicle where the Issuer is the originator of the underlying assets.
5

(4) International Capital Market Indebtedness. For the purpose of these Terms and Conditions
"International Capital Market Indebtedness" means any issue of notes with an original maturity of
more than one year.
(5) Guarantee. Bayerische Motoren Werke Aktiengesellschaft (the "Guarantor") has assumed vis-à-
vis the Noteholders the unconditional and irrevocable guarantee for the due and punctual payment of
principal and interest, if any, including additional amounts, if any, pursuant to § 7 (1) (the "Guarantee")
in accordance with these Terms and Conditions. The Guarantee gives rise to the right of each
Noteholder to require performance of the Guarantee directly from the Guarantor and to enforce the
Guarantee directly against the Guarantor.
(6) Declaration of Undertaking of the Guarantor. In the Declaration of Undertaking, the Guarantor has
undertaken vis-à-vis the Noteholders, until such time as principal and interest, if any, as well as
additional amounts pursuant to § 7 (1), if any, have been completely placed at the disposal of the
relevant Paying Agent or any other paying agent appointed in accordance with § 6, not to secure or
have secured by any mortgage or pledge on its present or future property or assets, any present or
future obligations (including obligations under guarantees or securities) arising from other International
Capital Market Indebtedness, unless these Notes at the same time share pari passu and pro rata in
such security. Any mortgage, pledge or other charge or pledge for obligations in respect of national
and local taxes, other statutory exceptions, requirements by applicable laws and any governmental
requirements shall be excluded. In the case of a security to be furnished for this issue of Notes by the
Guarantor pursuant to this § 2 (6), such security shal be furnished for the benefit of the Noteholders
together with the related rights and obligations. If, after the occurrence of any of the events specified in
§ 9 which entitle the Noteholders to declare their Notes due, a Noteholder shall with respect to the
principal of any Notes not otherwise due, enforce any security given for the Notes, then such Notes
shal be deemed to be due for all purposes.
(7) Security provided for Asset Backed Securities. For the avoidance of doubt, the undertaking
contained in this § 2 shal not apply to security provided in connection with asset backed securities
issued by a special purpose vehicle where the Guarantor is the originator of the underlying assets.
§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their aggregate
principal amount at the rate of 0.000 per cent. per annum from (and including) 11 January 2021
(the "Interest Commencement Date") to (but excluding) the Maturity Date (as defined in § 5 (1)).
Interest shal be payable in arrear on 11 January in each year (each such date, an "Interest Payment
Date"), subject to adjustment in accordance with § 4 (5). The first payment of interest shall, subject to
adjustment in accordance with § 4 (5), be made on 11 January 2022.
The number of interest determination dates per calendar year (each a "Determination Date") is one
(1).
(2) Accrual of Interest. The Notes shall cease to bear interest from the day preceding their due date for
redemption. If the Issuer shall fail to redeem the Notes when due, interest shall continue to accrue on
the outstanding principal amount of the Notes beyond the due date until the day preceding the day of
actual redemption of the Notes. This does not affect any additional rights that might be available to the
Noteholders.
(3) Calculation of Interest for Partial Periods. If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of the Day Count Fraction (as defined
below).
(4) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount of
interest on any Note for any period of time (the "Calculation Period"):
1.
in the case of Notes where the number of days in the relevant period from (and including) the
most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the "Accrual Period") is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual
Period divided by the product of (1) the number of days in such Determination Period and
6

(2) the number of Determination Dates (as specified in § 3 (1)) that would occur in one calendar
year; or
2.
in the case of Notes where the Accrual Period is longer than the Determination Period during
which the Accrual Period ends, the sum of: the number of days in such Accrual Period falling in
the Determination Period in which the Accrual Period begins divided by the product of (x) the
number of days in such Determination Period and (y) the number of Determination Dates (as
specified in § 3 (1)) that would occur in one calendar year; and the number of days in such
Accrual Period falling in the next Determination Period divided by the product of (x) the number
of days in such Determination Period and (y) the number of Determination Dates (as specified
in § 3 (1)) that would occur in one calendar year.
"Determination Period" means the period from (and including) an Interest Payment Date or, if none,
the Interest Commencement Date to, but excluding, the next or first Interest Payment Date.
§ 4
PAYMENTS
(1) (a) Payment of Principal. Payment of principal in respect of Notes shall be made, subject to
paragraph (2) below, to the Clearing System or to its order for credit to the accounts of the
relevant accountholders of the Clearing System upon presentation and (except in the case of
partial payment) surrender of the Global Note representing the Notes at the time of payment at
the specified office of the Principal Paying Agent outside the United States.
(b) Payment of Interest. Payment of interest on Notes shal be made, subject to subparagraph (2),
to the Clearing System or to its order for credit to the relevant accountholders of the Clearing
System.
Payment of interest on Notes represented by the Temporary Global Note shal be made, subject
to paragraph (2), to the Clearing System or to its order for credit to the relevant accountholders
of the Clearing System, upon due certification as provided in § 1 (3) (b).
(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments of
amounts due in respect of the Notes shall be made in the freely negotiable and convertible currency
which on the respective due date is the currency of the country of the Specified Currency.
(3) United States. For purposes of paragraph (1) of this § 4, "United States" means the United States
of America (including the States thereof and the District of Columbia) and its territories (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana
Islands) and possessions and other areas subject to its jurisdiction and "U.S. Person" means any
Citizen or resident of the United States, including any corporation (or any other entity treated as a
corporation for U.S. federal income tax purposes) or partnership created or organised in or under the
laws of the United States or any political subdivision thereof, any estate the income of which is subject
to U.S. federal income taxation regardless of the source, and a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust and one or more U.S.
Persons have the authority to control all substantial decisions of the trust; and the term "U.S. Alien"
means any person who, or any entity which, for U.S. federal income tax purposes, is a foreign
corporation, a nonresident alien individual, a foreign estate or trust subject to withholding under
Sections 1441 or 1442 of the U.S. Internal Revenue Code of 1986, as amended, or a foreign
partnership one or more of the members of which is, for U.S. federal income tax purposes, a foreign
corporation, a nonresident alien individual, or a foreign estate or trust subject to withholding under
section 1441 or 1442 of the U.S. Internal Revenue Code of 1986, as amended.
(4) Discharge. The Issuer or, as the case may be, the Guarantor shal be discharged by payment to, or
to the order of, the Clearing System.
(5) Payment Business Day. If the date for payment of any amount in respect of any Note is not a
Payment Business Day, then the Noteholder shal not be entitled to payment until the next day which
is a Payment Business Day and shal not be entitled to further interest or other payment in respect of
such adjustment (unadjusted).
For these purposes, "Payment Business Day" means a Business Day.
7

(6) References to Principal and Interest. References in these Terms and Conditions to principal in
respect of the Notes shal be deemed to include, as applicable: the Final Redemption Amount of the
Notes; the Early Redemption Amount of the Notes; and any premium and any other amounts which
may be payable under or in respect of the Notes. References in these Terms and Conditions to
interest in respect of the Notes shall be deemed to include, as applicable, any Additional Amounts
which may be payable under § 7.
§ 5
REDEMPTION
(1) Redemption at Maturity.
Unless previously redeemed in whole or in part or purchased and cancelled, the Notes shall be
redeemed at their Final Redemption Amount on 11 January 2026 (the "Maturity Date"). The Final
Redemption Amount in respect of each Note shall be its principal amount.
(2) Early Redemption for Reasons of Taxation. If as a result of any change in, or amendment to, the
laws or regulations of the Federal Republic of Germany or the Netherlands or any political subdivision
or taxing authority thereto or therein affecting taxation or the obligation to pay duties of any kind, or
any change in, or amendment to, an official interpretation or application of such laws or regulations,
which amendment or change is effective on or after the date on which the last tranche of this Series of
Notes was issued, the Issuer is required to pay Additional Amounts pursuant to § 7 (1) on the next
succeeding Interest Payment Date (as defined in § 3 (1)), the Notes may be redeemed, in whole but
not in part, at the option of the Issuer, upon not less than 30 days' prior notice of redemption given to
the Principal Paying Agent and, in accordance with § 12, to the Noteholders, at their Early Redemption
Amount (as defined below) together with interest, if any, accrued to the date fixed for redemption.
Any such notice shal be given in accordance with § 12. It shal be irrevocable, must specify the date
fixed for redemption and must set forth a statement in summary form of the facts constituting the basis
for the right of the Issuer so to redeem.
(3) Early Redemption Amount.
For purposes of paragraph (2) of this § 5 and § 9, the Early Redemption Amount of a Note shall be its
Final Redemption Amount.
§ 6
PRINCIPAL PAYING AGENT AND PAYING AGENT
(1) Appointment; Specified Offices. The initial Principal Paying Agent and Paying Agent and their
respective initial specified offices are:
Principal Paying Agent and Paying Agent:
Deutsche Bank Aktiengesellschaft
Trust & Securities Services
Taunusanlage 12
60325 Frankfurt am Main
Federal Republic of Germany
Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
60 Avenue J. F. Kennedy
L-1855 Luxembourg
The Principal Paying Agent and the Paying Agent reserve the right at any time to change their
respective specified offices to some other specified office in the same country.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or
terminate the appointment of the Principal Paying Agent or any Paying Agent and to appoint another
Principal Paying Agent or additional or other Paying Agents. The Issuer shal at al times maintain (i) a
Principal Paying Agent, (ii) a Paying Agent (which may be the Principal Paying Agent) with a specified
office in a continental European city and (iii) so long as the Notes are listed on the Luxembourg Stock
Exchange, a Paying Agent (which may be the Principal Paying Agent) with a specified office in
8

Luxembourg and/or in such other place as may be required by the rules of such stock exchange. Any
variation, termination, appointment or change shall only take effect (other than in the case of
insolvency, when it shal be of immediate effect) after not less than 30 nor more than 45 days' prior
notice thereof shall have been given to the Noteholders in accordance with § 12.
(3) Agents of the Issuer. The Principal Paying Agent and the Paying Agent act solely as agents of the
Issuer and do not have any obligations towards or relationship of agency or trust to any Noteholder.
§ 7
TAXATION
(1) Taxation. Al amounts payable (whether in respect of principal, interest or otherwise) in respect of
the Notes wil be made free and clear of and without withholding at source or deduction at source for
or on account of any present or future taxes, fees, duties, assessments or governmental charges of
whatever nature which are imposed or levied by or on behalf of the Netherlands, the United States or,
in the case of the Guarantee, the Federal Republic of Germany or any political subdivision thereof or
any authority or agency therein or thereof having power to tax ("Withholding Tax") (Quellensteuer),
unless Withholding Tax is to be deducted or withheld by law or other regulations or pursuant to any
agreement between the Issuer and the relevant jurisdiction and to be paid to the responsible
authorities. In such event, the Issuer or the Guarantor, as the case may be, will pay such additional
amounts as may be necessary, subject to paragraph (2) below, in order that the net amounts
receivable by the Noteholder after the withholding or deduction of such Withholding Tax shal equal the
respective amounts which would have been received by such Noteholder had no such Withholding Tax
been required. The flat withholding tax (Abgeltungsteuer), which has been in effect in the Federal
Republic of Germany since 1 January 2009, the solidarity surcharge (Solidaritätszuschlag) imposed
thereon and, if applicable, the individual church tax imposed thereon do not constitute such a
Withholding Tax on interest payments.
(2) No Additional Amounts. However, the Issuer or the Guarantor, as the case may be, shall not be
obliged to pay any additional amounts on account of any such Withholding Taxes:
(a)
which the Noteholder is subject to for any reason other than the mere fact of being a
Noteholder, including if the Noteholder is subject to such Withholding Taxes based on a
personal unlimited or limited tax liability; or
(b)
which are to be paid on payments of principal and interest, if any, by any means other than
withholding at source or deduction at source; or
(c)
to which a Noteholder is liable by reason of being a resident of or having some other personal
or business connection with the Netherlands or with the Federal Republic of Germany and not
merely by reason of the fact that payments according to these Terms and Conditions are
derived, or for the purpose of taxation are deemed to be derived, from sources in the
Netherlands or the Federal Republic of Germany; or
(d)
if and to the extent that such Withholding Taxes are levied or deducted at source solely because
the holder or the beneficial owner of a Note has failed to comply with any requirements
(including the obligation to provide necessary forms and/or other documents) under any law,
treaty, regulation or administrative provision of tax legislation under which he would have been
entitled to a refund/remission of the Withholding Tax or any part thereof; or has not properly
complied with such Withholding Tax or part thereof, to the extent that such compliance is a
precondition for relief or exemption from such Withholding Tax, obligations or notice; or
(e)
where such withholding or deduction is imposed under sections 1471 through 1474 of the
United States Internal Revenue Code of 1986, as amended (the "Code") and any current or
future regulations or official interpretations thereof or agreement thereunder ("FATCA"), or any
treaty, inter-governmental agreement, law, regulation or other official guidance enacted by the
Netherlands or Germany implementing FATCA, or any agreement between the Issuer, and/or
the Guarantor and the United States or any authority thereof implementing FATCA; or
9

(f)
which are levied on a payment to an individual on the basis of an EU Directive, or any law or
regulation implementing or meeting the requirements of that Directive, or enacted to comply
with it; or
(g)
any combination of items (a), (b), (c), (d), (e) and (f).
(3) Relevant Date. As used herein, the "Relevant Date" means the date on which such payment first
becomes due, except that, if the full amount of the moneys payable has not been duly received by the
relevant Agent on or prior to such due date, it means the date on which, the full amount of such
moneys having been so received by the relevant Agent, notice to that effect is duly given to the
Noteholders in accordance with § 12.
§ 8
DEPOSIT IN COURT, PERIOD FOR PRESENTATION, PRESCRIPTION
(1) Deposit in Court. The Issuer or the Guarantor, as the case may be, may deposit with the lower
court (Amtsgericht) of Frankfurt am Main principal and interest, if any, not claimed by Noteholders
within twelve months after having become due, together with a waiver of the right to withdraw such
deposit, even if the Noteholders are not in default of acceptance; such deposit wil be at the risk and
cost of such Noteholders. Upon such deposit, with such waiver of the right to withdraw, all claims of
such Noteholders against the Issuer and against third parties which are liable for its obligations, in
particular against the Guarantor, shal cease.
(2) Presentation Period. The presentation period provided in § 801 paragraph 1, sentence 1 BGB
(German Civil Code) is reduced to ten years.
§ 9
EVENTS OF DEFAULT
(1) Events of Default. Each Noteholder is entitled to declare due and payable by notice to the Principal
Paying Agent his entire claims arising from the Notes and demand payment of the Early Redemption
Amount, together with accrued interest (if any) to the date of repayment, calculated in accordance with
§ 5, if
(a)
the Issuer or the Guarantor, for any reason whatsoever, fails to pay within 30 days after the
relevant due date principal, premium, if any, or interest, if any, on the Notes, including additional
amounts pursuant to § 7 (1), if any; or
(b)
the Issuer, for any reason whatsoever, fails to duly perform any other obligation under these
Notes, in particular pursuant to § 2 (2), or the Guarantor fails to duly perform any obligation
pursuant to the Guarantee and such failure continues for more than 90 days after receipt of a
written notice from the Principal Paying Agent; or
(c)
German insolvency proceedings (Insolvenzverfahren) or similar proceedings in other
jurisdictions are commenced by a court in the relevant place of jurisdiction against the Issuer or
the Guarantor which shall not have been reversed or stayed within 60 days or the Issuer or the
Guarantor itself institutes such proceedings, or offers or makes an arrangement for the benefit
of creditors generally; or
(d)
the Issuer or the Guarantor is wound up or dissolved or shall take any action for the purpose of
liquidation unless such liquidation is to take place in connection with a merger, consolidation or
any other form of combination with another company and such company in the case of the
Issuer assumes all obligations arising from these Terms and Conditions and in the case of the
Guarantor assumes all obligations arising from the Guarantee and the Declaration of
Undertaking; or
(e)
the Issuer or the Guarantor stops payment completely or ceases to carry on its business.
10