Bond Barclay PLC 4.75% ( XS0214398199 ) in EUR

Issuer Barclay PLC
Market price refresh price now   100 %  ▲ 
Country  United Kingdom
ISIN code  XS0214398199 ( in EUR )
Interest rate 4.75% per year ( payment 1 time a year)
Maturity Perpetual



Prospectus brochure of the bond Barclays PLC XS0214398199 en EUR 4.75%, maturity Perpetual


Minimal amount 10 000 EUR
Total amount 1 400 000 000 EUR
Next Coupon 15/03/2026 ( In 135 days )
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in EUR, with the ISIN code XS0214398199, pays a coupon of 4.75% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual







Offering Circular
BARCLAYS BANK PLC
(incorporated with limited liability in England)
g1,400,000,000
4.75 per cent. Non-Cumulative Callable Preference Shares
Issue Price: g9,911.80 per Preference Share
The o1,400,000,000 in aggregate value of 4.75 per cent. Non-cumulative Callable Preference Shares (the ``Preference
Shares'') of Barclays Bank PLC (the ``Issuer'') will have a nominal value of o100 each and will be issued at the Issue Price of
o9,911.80 per Preference Share fully paid for cash. Dividends will accrue on a principal amount equal to o10,000 per
Preference Share at a rate of 4.75 per cent. per annum in respect of the period from (and including) 15th March, 2005
(the ``Issue Date'') to (but excluding) 15th March, 2020, and at a rate reset quarterly equal to 0.71 per cent. per annum
above the euro interbank offered rate for three-month euro deposits thereafter. Dividends will be paid annually in arrear
on 15th March in each year in the period from (and including) the Issue Date to (but excluding) 15th March, 2020. From
(and including) 15th March, 2020, dividends will be paid in quarterly instalments in arrear on 15th March, 15th June,
15th September and 15th December in each year, all as more particularly described under ``Description of the Preference
Shares''.
The Board of Directors of the Issuer may decide not to declare or pay dividends on the Preference Shares as
described in ``Description of the Preference Shares ­ 2. Dividends'', but in such event neither the Issuer nor Barclays PLC
may declare or pay a dividend (other than a final dividend declared by Barclays PLC before the relevant Dividend Payment
Date (as defined in ``Description of the Preference Shares'') or an intra-group dividend) on any of their respective ordinary
shares, other preference shares or other share capital or redeem, purchase, reduce or otherwise acquire any of their
respective share capital, other than shares held intra-group, until the Issuer next makes a dividend payment in respect of
the Preference Shares or all the Preference Shares are redeemed or purchased by the Issuer.
The Preference Shares are redeemable (at the option of the Issuer) in whole, but not in part only, on 15th March,
2020 and on each Dividend Payment Date thereafter. Under existing United Kingdom Financial Services Authority (``FSA'')
requirements, the Issuer may not redeem or purchase any Preference Shares without the FSA's prior consent.
The Preference Shares will rank equally among themselves and in priority to ordinary shares in the capital of the
Issuer. A summary of the rights attaching to the Preference Shares is set out under ``Description of the Preference
Shares'' on pages 10 to 16 of this Offering Circular.
For a description of certain matters that prospective investors should consider carefully prior to an investment in
the Preference Shares, see ``Investment Considerations'' on pages 7 to 9 of this Offering Circular.
Application has been made to the list the Preference Shares on the Luxembourg Stock Exchange.
Barclays Capital
Credit Suisse First Boston
JPMorgan Cazenove
Citigroup
Goldman Sachs
Merrill Lynch
Morgan Stanley
UBS Investment
International
International
Bank
Danske Bank
Deutsche Bank
Rabobank
EFG Eurobank
RZB­Austria
International
Ergasias S.A.
Raiffeisen
Zentralbank
O
¨ sterreich AG
14th March, 2005


The Issuer accepts responsibility for the information contained in this document. To the best of
the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the
case), the information contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.
In connection with the offering of the Preference Shares (the ``Offering''), no person is authorised
to give any information or to make any representation not contained in this document and neither the
Issuer nor the Managers (as defined in ``The Offering'' on page 30) accept responsibility for any such
information or representation. This document does not constitute an offer of, or an invitation to
subscribe for, the Preference Shares.
The distribution of this document and the offering or sale of the Preference Shares in certain
jurisdictions may be restricted by law. See ``The Offering'' on pages 30 to 32 for a description, inter
alia, of certain restrictions on offers and sales of the Preference Shares in the United States or to
U.S. persons.
The Preference Shares have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended.
The Preference Shares will, following their initial issue, be in bearer form and will be represented
by a single share warrant to bearer in respect of all the Preference Shares (the ``Temporary Global
Preference Share'') which will be held outside the United States by The Bank of New York, London
branch as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System
(``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream, Luxembourg'') as from the
Issue Date. The Temporary Global Preference Share will be exchanged by the common depositary for
definitive Preference Shares, each in the form of a share warrant to bearer representing one Preference
Share with a nominal value of o100 and a principal amount of o10,000, on or after a date which is
expected to be 16th May, 2005.
Investors should satisfy themselves that they understand all the risks associated with making
investments in the nature of the Preference Shares. The Preference Shares are only suitable for
financially sophisticated investors who are capable of evaluating the risks involved in investing in the
Preference Shares.
In this document all references to ``£'' are to pounds sterling, references to ``U.S. dollars'' and
``U.S.$'' are to United States dollars, references to ``Y
='' and ``Yen'' are to Japanese yen, references to
``g'' and ``euro'' are to the lawful currency of the member states of the European Union that have
adopted or adopt the single currency in accordance with the Treaty establishing the European
Community, as amended from time to time, references to ``FRF'' are to the euro legacy currency
French francs, references to ``DM'' are to the euro legacy currency Deutschmarks, references to
``AU$'' are to Australian dollars, references to ``BWP'' are to Botswana Pula and references to ``ZMK''
are to Zambia Kwacha.
The following documents (and any documents referred to therein) are hereby incorporated by
reference into, and form part of, this Offering Circular:
--
the Issuer's Annual Report and Accounts for the year ended 31st December, 2004; and
--
the interim report of Barclays PLC and the Issuer, as filed with the U.S. Securities and
Exchange Commission on Form 6-K on 9th September, 2004.
2


TABLE OF CONTENTS
Page
Summary of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Investment Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Description of the Preference Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
The Issuer and the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
United Kingdom Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Summary of Certain Provisions of the Articles of Association of the Issuer . . . . . . . . . . . . . . . . . . .
33
Supplemental Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
3


SUMMARY OF THE OFFERING
The following summary is qualified by the more detailed information contained elsewhere in this
document. Capitalised terms used in this section have the same meaning as set out in paragraph 13 of
``Description of the Preference Shares''.
Issuer of the Preference
Barclays Bank PLC.
Shares
The Offering
140,000 Preference Shares of the Issuer, each with a nominal value of
o100.
Issue Price
o9,911.80 per Preference Share.
Preference Share
Non-cumulative preferential dividends will accrue on the Preference
Dividends
Shares at a rate of 4.75 per cent. per annum on a principal amount
equal to o10,000 per Preference Share from (and including) the Issue
Date to (but excluding) 15th March, 2020, and will be payable
annually in arrear on 15th March in each year.
From (and including) 15th March, 2020, non-cumulative preferential
dividends will accrue on the Preference Shares at a rate, reset
quarterly, of 0.71 per cent. per annum above the euro interbank
offered rate for three-month euro deposits, and will be payable
in quarterly instalments in arrear on 15th March, 15th June,
15th September and 15th December in each year.
Dividends are payable at the discretion of the Board. Dividends will be
paid only to the extent that payment of the same can be made out of
profits of the Issuer available for distribution and permitted by law to
be distributed as at each Dividend Payment Date. The Board may in
its discretion decide that a dividend will not be declared at all or will
be declared only in part even when distributable profits are available
for distribution.
If the Board decides not to declare a dividend payable on a Dividend
Payment Date or declares that it shall be payable only in part, then
the rights of holders of the Preference Shares to receive the dividend
in respect of the preceding Dividend Period will be lost either entirely
or as to the part not declared, as applicable, and the Issuer will have
no obligation in respect of the amount of dividend not declared either
to pay the dividend accrued for such period or to pay interest thereon,
whether or not dividends on the Preference Shares are declared for any
future Dividend Period.
Holders of the Preference Shares will rank as regards participation in
the profits of the Issuer pari passu with each other, in priority to
holders of the ordinary shares of the Issuer and otherwise as provided
in ``Description of the Preference Shares ­ 2. Dividends'' on page 10
below.
Dividend Restriction
If the dividend is not paid in full on any Preference Shares on any
Dividend Payment Date, then the Dividend Restriction shall apply. This
Dividend Restriction will mean that neither the Issuer nor Barclays PLC
may (a) declare or pay a dividend (other than payment by Barclays PLC
of a final dividend declared by its shareholders prior to the relevant
Dividend Payment Date, or a dividend paid by the Issuer to Barclays
PLC or to a wholly-owned Subsidiary) on any of their respective
ordinary shares, other preference shares or other share capital or (b)
redeem, purchase, reduce or otherwise acquire any of their respective
share capital, other than shares of the Issuer held by Barclays PLC or a
wholly-owned Subsidiary, until the earlier of (1) the date on which the
Issuer next declares and pays in full a Preference Dividend and (2) the
4


date on or by which all the Preference Shares are redeemed in full or
purchased by the Issuer.
Barclays PLC will enter into a deed of covenant on the date of issue of
the Preference Shares for the benefit of the holders of the Preference
Shares from time to time which will set out the terms of the Dividend
Restriction as applicable to Barclays PLC. The Issuer is a wholly-owned
subsidiary of Barclays PLC.
Redemption
The Preference Shares are perpetual securities and have no maturity
date. However, the Preference Shares are redeemable in whole, but
not in part only, at the option of the Issuer, subject to the prior
consent of the FSA (if required), on 15th March, 2020 or any Dividend
Payment Date thereafter at a price equal to the aggregate of o10,000
and any dividends accrued for the then current Dividend Period.
Winding-up
On a winding-up or other return of capital (other than a redemption or
purchase of shares of the Issuer, or a reduction of share capital), a
holder of Preference Shares will rank in the application of the assets
of the Issuer available to shareholders (1) junior to the holder of any
shares of the Issuer in issue ranking in priority to the Preference
Shares, (2) equally in all respects with holders of other preference
shares and any other shares of the Issuer in issue ranking pari passu
with the Preference Shares and (3) in priority to the holders of
ordinary shares and any other shares of the Issuer in issue ranking
junior to the Preference Shares.
The holders of the £400 million 6% Callable Perpetual Core Tier One
Notes and the U.S.$1,000 million 6.86% Callable Perpetual Core Tier
One Notes of the Issuer (together, the ``TONs'') and the holders of the
U.S.$1,250 million 8.55% Step-up Callable Perpetual Reserve Capital
Instruments, the U.S.$750 million 7.375% Step-up Callable Perpetual
Reserve Capital Instruments and the p850 million 7.50% Step-up
Callable Perpetual Reserve Capital Instruments of the Issuer (together,
the ``RCIs'') would, for the purposes only of calculating the amounts
payable in respect of such securities on a winding-up of the Issuer,
subject to limited exceptions and to the extent that the TONs and the
RCIs are then in issue, rank pari passu with the holders of the most
senior class or classes of preference shares then in issue in the capital
of the Issuer. Accordingly, the holders of the Preference Shares would
rank equally with the holders of such TONs and RCIs on such a
winding-up of the Issuer (unless one or more classes of shares of the
Issuer ranking in priority to the Preference Shares are in issue at the
time of such winding-up, in which event the holders of such TONs and
RCIs would rank equally with the holders of such shares and in priority
to the holders of the Preference Shares).
Subject to such ranking, in such event holders of the Preference Shares
will be entitled to receive out of the assets of the Issuer available for
distribution to shareholders, liquidating distributions in the amount of
o10,000 per Preference Share plus an amount equal to the accrued
dividend for the then current Dividend Period to the date of the
commencement of the winding-up or other such return of capital.
Issue of Prior-ranking
The Issuer is not permitted to create any class of shares ranking as
Shares
regards participation in the profits or assets of the Issuer in priority to
the Preference Shares, save with the sanction of a special resolution of
a separate general meeting of the holders of the Preference Shares
(requiring a majority of not less than three-fourths of the holders of
the Preference Shares voting at the separate general meeting), or with
the consent in writing of the holders of three-fourths of the Preference
Shares.
5


Meetings of Preference
Any separate general meeting of Preference Shareholders shall be
Shareholders
convened and conducted in all respects as nearly as possible in the
same way as an extraordinary general meeting of the Issuer, except
as specifically provided by the Articles. The quorum at any such
meeting shall be persons holding or representing by proxy at least
one-third of the issued Preference Shares then outstanding but so
that if at any adjourned meeting a quorum as so defined is not
present, any two holders of the Preference Shares present in person
or by proxy shall be a quorum.
Voting Rights
Holders of Preference Shares will not be entitled to vote at general
meetings of the Issuer.
Form and Settlement
The Preference Shares will, following their initial issue, be represented
by the Temporary Global Preference Share which will be deposited with
and held by The Bank of New York, London branch, as common
depositary for Euroclear and Clearstream, Luxembourg on or about
the Issue Date. The Temporary Global Preference Share will be
exchanged by the Common Depositary for definitive Preference
Shares, each in the form of a share warrant to bearer representing
one Preference Share with a nominal value of o100 and a principal
amount of o10,000, on or after a date which is expected to be
16th May, 2005.
The ISIN number for the Preference Shares is XS0214398199 and the
Common Code is 021439819.
Listing
Luxembourg Stock Exchange.
Governing Law
English.
Principal Paying Agent
The Bank of New York, London branch will be the Principal Paying
and Paying Agent
Agent and The Bank of New York, Luxembourg branch will be the
Paying Agent pursuant to an agreement to be dated the Issue Date
between the Issuer, the Principal Paying Agent and the Paying Agent
(the ``Agency Agreement'').
Expected Ratings of the
The expected ratings of the Preference Shares are A+ (Standard &
Preference Shares
Poor's Rating Services, a division of the McGraw-Hill Companies, Inc.),
Aa3 (Moody's Investors Service, Inc.) and AA (Fitch Ratings). A credit
rating is not a recommendation to buy, sell or hold securities and may
be subject to revisions, suspension or withdrawal at any time by the
relevant rating organisation.
6


INVESTMENT CONSIDERATIONS
Prospective investors in the Preference Shares should carefully consider the following information
in conjunction with the other information included in this document. Capitalised terms used in this
section have the same meaning as set out in paragraph 13 of ``Description of the Preference Shares''.
Deferral by the Issuer of coupon payments on certain other securities issued by it may prevent
both the payment by the Issuer of dividends on, and the redemption or purchase by the Issuer of,
the Preference Shares.
The terms of the TONs and the RCIs (each as described in ``Summary of the Offering ­ Winding-
up'') each contain provisions to the effect that the deferral of payment of a coupon on a TON or RCI will
result in the Issuer being subject to a restriction so that, while the restriction is in effect, the Issuer may
not pay dividends on or, in the case of the TONs, redeem or purchase any of the Preference Shares.
In the case of the TONs, the Issuer may defer a coupon payment if it is in non-compliance with
FSA capital adequacy regulations and if it were to give notice to defer the Issuer would not be
permitted to declare or pay dividends (other than intra-group dividends) on, or redeem, purchase,
reduce or otherwise acquire any of, inter alia, the Preference Shares, until the Issuer next makes a
coupon payment on the TONs.
In the case of the RCIs, the Issuer may defer any coupon payment in its discretion and if it were to
give notice to defer the Issuer would not be permitted to declare or pay dividends (other than intra-
group dividends) on any of the Preference Shares until the deferred coupon had been paid.
The non-payment of dividends on the Preference Shares does not restrict the payment by the
Issuer of coupon payments on the RCIs or TONs.
The o1,000,000,000 4.875 per cent. Non-Cumulative Callable Preference Shares of the Issuer
contain similar provisions to the effect that if a dividend is not declared or paid in full then the Issuer
will be subject to a restriction such that while the restriction is in effect, the Issuer may not pay
dividends on, or redeem or purchase any of the Preference Shares.
Future preference share issues may include terms restricting payments relating to the
Preference Shares, including restrictions on the payment of dividends on, and on redemptions,
purchases, reductions or other acquisitions of, Preference Shares, in circumstances such as a
deferral or non-payment of a dividend on such preference shares.
The terms of preference shares issued from time to time in the future by the Issuer or Barclays
PLC may include terms restricting payments relating to the Preference Shares, including restrictions
on the payment of dividends on the Preference Shares, and on redemptions, purchases, reductions or
other acquisitions of Preference Shares, in circumstances such as a deferral or non-payment of a
dividend on such preference shares.
Dividends on the Preference Shares are discretionary and will not be declared or paid in full, or
at all, if the Board so resolves in respect of the dividend for any Dividend Period.
The Board of the Issuer may resolve, in its absolute discretion, on or before any Dividend Payment
Date not to pay in full, or at all, the dividend on the Preference Shares for the Dividend Period to which
that Dividend Payment Date relates.
The Issuer in any event may under English company law pay dividends on the Preference Shares
only if and to the extent that payment can be made out of the profits of the Issuer available for
distribution and permitted to be distributed.
Dividends on the Preference Shares are non-cumulative.
The dividends on the Preference Shares are non-cumulative. Accordingly, to the extent that any
dividend or part thereof is on any occasion not declared and paid for any reason, holders of
Preference Shares will not have a claim in respect of the dividend accrued for the relevant Dividend
Period or for interest on the dividend, whether or not dividends on the Preference Shares are declared
for any future Dividend Period, though the Issuer and Barclays PLC will be subject to the Dividend
Restriction until the Issuer next declares and pays in full a Preference Dividend or all the Preference
7


Shares are redeemed or purchased by the Issuer ­ see ``Description of the Preference Shares ­ 2. (vii)
Dividend Restriction''.
If the Issuer is wound up, distributions to holders of the Preference Shares will be subordinated
to the claims of creditors, except that it is expected that the claims of holders of the Preference
Shares will rank equally with the claims of holders of TONs and RCIs.
On a winding-up of the Issuer, whether voluntarily or involuntarily and whether in connection with
insolvency proceedings or otherwise, holders of Preference Shares will be entitled to distributions in
liquidation only after the claims of creditors, except as provided in the next paragraph, of the Issuer
and its subsidiaries have been satisfied.
The holders of TONs and RCIs rank pari passu with the holders of the most senior class or classes
of preference shares in the capital of the Issuer. Accordingly, the claims of holders of the Preference
Shares would rank equally with the claims of holders of the TONs and RCIs in the event of such a
winding-up (unless one or more classes of shares of the Issuer are in issue at the time of such
winding-up ranking in priority to the Preference Shares).
No limitation on issuing senior debt securities or pari passu shares.
There is no restriction on the amount of debt which the Issuer may incur which ranks senior to
the Preference Shares or on the amount or terms of securities which the Issuer may issue which rank
pari passu with the Preference Shares. The issue of any such debt or securities may reduce the amount
recoverable by holders of the Preference Shares on a winding-up or other return of capital of the Issuer
or may increase the likelihood of a suspension of distributions in respect of the Preference Shares.
Absence of Voting Rights.
The holders of the Preference Shares will not be eligible to vote at general meetings of the Issuer.
Perpetual Securities.
The Issuer is under no obligation to redeem the Preference Shares at any time and the holders of
the Preference Shares have no right to call for their redemption.
The Preference Shares may be redeemed at the option of the Issuer.
Subject to the prior consent of the FSA (if required) and to compliance with the United Kingdom
company law requirements as to the manner of financing any redemption of redeemable shares, the
Preference Shares may be redeemed at the option of the Issuer, in whole but not in part only, on any
Dividend Payment Date falling on or after 15th March, 2020. The Issuer may redeem the Preference
Shares at a price equal to the aggregate of o10,000 and any dividends accrued for the then current
Dividend Period.
Liquidity.
Although application has been made for the Preference Shares to be admitted to trading on the
Luxembourg Stock Exchange, there can be no assurance that an active public market for the Preference
Shares will develop and, if such a market were to develop, the Managers are under no obligation to
maintain such a market. The liquidity and the market prices for the Preference Shares can be
expected to vary with changes in market and economic conditions, the financial condition and
prospects of the Issuer and other factors that generally influence the market prices of securities.
Stamp Duty Reserve Tax (``SDRT'') may be payable on acquisition of the Preference Shares in
bearer form in certain limited circumstances.
SDRT may be payable on acquisition of the Preference Shares in bearer form in very limited
circumstances where the acquiror is purchasing such Preference Shares in contemplation of, or as
part of an arrangement for, the change of control of the Issuer (as more fully described under ``United
Kingdom Taxation ­ Stamp Duty and Stamp Duty Reserve Tax'').
8


Implications of holding Preference Shares in registered form.
Bearer Preference Shares in the form of share warrants to bearer each representing one
Preference Share are capable of being surrendered in exchange for Preference Shares in registered
form, though such exchanges are not anticipated. Prospective investors should note that, generally, a
transfer of (or agreement to transfer) Preference Shares in registered form is subject to 0.5 per cent. UK
stamp duty or SDRT payable by the transferee. There should be no such stamp duty/SDRT on a
transfer of or agreement to transfer Preference Shares in bearer form other than in very limited
circumstances (as more fully described under ``United Kingdom Taxation ­ Stamp Duty and Stamp
Duty Reserve Tax''). This different tax treatment may mean that Preference Shares in registered form
trade separately from Preference Shares in bearer form and consequently there may be an increased
risk of illiquidity in relation to any Preference Shares held in registered form.
9


DESCRIPTION OF THE PREFERENCE SHARES
The terms of, and rights attaching to, the Preference Shares are contained in the Issuer's Articles
of Association (the ``Articles'') and in a special resolution of the members of the Issuer passed on
11th March, 2005 and are as summarised below. Defined terms used below are set out in
paragraph 13.
1.
General
The Preference Shares will have a nominal value of o100 each and will be issued fully paid for
cash. The Preference Shares will rank pari passu and rateably without any preference or priority
among themselves and will rank in priority to the Ordinary Shares of the Issuer. A fuller description of
the ranking of the Preference Shares as regards participation in profits and on a return of capital is
contained in paragraphs 2(i) and 3 below.
The Preference Shares will, following their initial issue, be represented by a share warrant to
bearer, within the meaning of the Companies Act, in the form of a single global share warrant to
bearer (the ``Temporary Global Preference Share''). The Temporary Global Preference Share will be
deposited with The Bank of New York of One Canada Square, London E14 5AL (the ``Common
Depositary'') as common depositary for the Clearing Systems. The Temporary Global Preference Share
will be exchanged by the Common Depositary for definitive Preference Shares, each in the form of a
share warrant to bearer representing one Preference Share with a nominal value of o100 and a
principal amount (as defined below) of o10,000, and in aggregate representing all the Preference
Shares, on or after a date which is expected to be 16th May, 2005.
2.
Dividends
(i)
Each Preference Share shall entitle the holder thereof to receive out of the profits of the
Issuer available for distribution and permitted by law to be distributed a non-cumulative
preferential dividend (the ``Preference Dividend''), in priority to the payment of any
dividend to the holders of Ordinary Shares and any other class of shares in the capital of
the Issuer ranking junior to the Preference Shares as regards participation in profits of the
Issuer and pari passu in such regard with the holders of any other class of shares in the
capital of the Issuer, (other than any shares which may be issued by the Issuer and which
by their terms rank in priority, with the consent or sanction of the holders of the Preference
Shares given in accordance with the Articles, to the Preference Shares as regards
participation in such profits).
(ii)
In respect of the period from (and including) 15th March, 2005 to (but excluding)
15th March, 2020 the Preference Dividend shall accrue at a rate of 4.75 per cent. per
annum on the principal amount in respect of each Preference Share, which dividend will be
payable, subject as provided below, annually in arrear in euro on 15th March in each year
when, as and if declared by the Board. The first payment of the Preference Dividend will be
made on 15th March, 2006 in respect of the period from (and including) 15th March, 2005
to (but excluding) 15th March, 2006. For the purposes of this paragraph (ii) and paragraph
(iii) below, ``principal amount'' means, in relation to each Preference Share, an amount equal
to o10,000. In respect of the period from (and including) 15th March, 2005 to (but
excluding) 15th March, 2020, the amount of dividend accruing in respect of any period
from (and including) the most recent Dividend Payment Date (or if none, 15th March,
2005) to (but excluding) the relevant payment date (the ``Fixed Rate Calculation Period'')
will be calculated on the following basis. If the Fixed Rate Calculation Period is equal to or
shorter than the Dividend Period during which the Fixed Rate Calculation Period ends, the
amount of dividend will be calculated on the basis of the number of days in the Fixed Rate
Calculation Period divided by the number of days in the Dividend Period. If the Fixed Rate
Calculation Period is longer than the Dividend Period during which the Fixed Rate
Calculation Period ends, the amount of dividend will be calculated on the basis of the sum
of (a) the number of days in such Fixed Rate Calculation Period falling in the Dividend Period
in which the Fixed Rate Calculation Period begins divided by the number of days in such
Dividend Period; and (b) the number of days in such Fixed Rate Calculation Period falling in
the next Dividend Period divided by the number of days in the next Dividend Period.
10


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