Bond Wolters Kluver 6.748% ( XS0384322656 ) in EUR

Wolters Kluver

100 % ▼

Netherlands

XS0384322656 ( in EUR )

6.748% per year ( payment 1 time a year)

13/08/2028

Prospectus brochure of the bond Wolters Kluwer XS0384322656 en EUR 6.748%, maturity 13/08/2028

50 000 EUR

36 000 000 EUR

14/08/2026 ( In 49 days )

Wolters Kluwer is a global provider of information, software, and services for professionals in the healthcare, tax, accounting, finance, legal, compliance, and regulatory sectors.

The Bond issued by Wolters Kluver ( Netherlands ) , in EUR, with the ISIN code XS0384322656, pays a coupon of 6.748% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/08/2028

PROSPECTUS DATED 26 AUGUST 2008
Wolters Kluwer N.V.
(a public limited liability company incorporated in The Netherlands)
36,000,000
6.748 per cent. Bonds due 2028
Issue Price: 100 per cent
The 36,000,000 6.748 per cent. Bonds due 2028 (the Bonds) are issued by Wolters Kluwer N.V. (Wolters Kluwer or
the Issuer). Interest on the Bonds is payable annually in arrear on 14 August in each year, commencing on 14 August
2009, except that the first interest payment will be in respect of the period from (and including) 28 August 2008 to (but
excluding) 14 August 2009 (a short first coupon) as set out in "Terms and Conditions of the Bonds Interest".
Payments on the Bonds will be made without deduction for or on account of taxes of The Netherlands to the extent
described under "Terms and Conditions of the Bonds Taxation".
Unless previously redeemed, purchased or cancelled, the Bonds will be redeemed at their principal amount on
14 August 2028. Assuming the Bonds are redeemed at par on that date, the effective yield of the Bonds is 6.748 per
cent. per annum. The Bonds are subject to redemption in whole, at their principal amount, together with accrued
interest, at the Issuer's option at any time in the event of certain changes affecting taxes of The Netherlands. See
"Terms and Conditions of the Bonds Redemption and Purchase".
The Bonds may be redeemed at the option of the holders of the Bonds (the Bondholders) upon a change of control that
is followed by certain ratings downgrades as set forth in "Terms and Conditions of the Bonds Redemption and
Purchase". In addition, the holder of a Bond may cause the Bonds to become immediately due and repayable on the
occurrence of certain events of default, unless such events of default have been cured or otherwise made good. See
"Terms and Conditions of the Bonds Events of Default".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as
competent authority under the Luxembourg Act dated 10 July 2005 (the Luxembourg Act) relating to prospectuses for
securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Bonds
on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's
regulated market (as defined in Directive 2004/39/EC, the Markets in Financial Instruments Directive). This
Prospectus will be published on the website of the Luxembourg Stock Exchange, www.bourse.lu.
The Bonds are expected to be assigned on issue a BBB+ rating by Standard & Poor's Rating Services (Standard &
Poor's). The Issuer's senior long term debt has been assigned a Baa1 credit rating with stable outlook by Moody's
Investors Service (Moody's) and a BBB+ credit rating with stable outlook by Standard & Poor's. A credit rating is not
a recommendation to buy, sell or hold securities and is subject to suspension, reduction or withdrawal at any time by the
assigning rating agency. A suspension, reduction or withdrawal of a credit rating assigned to the Issuer may adversely
affect the market price of the Bonds.
The Bonds have not been nor will they be registered under the United States Securities Act of 1933 as amended from
time to time (the Securities Act). The Bonds are being offered in offshore transactions outside the United States in
reliance on Regulation S (Regulation S) under the Securities Act and, unless the Bonds are registered under the
Securities Act or an exemption from the registration requirements of the Securities Act is available, may not be offered,
sold or delivered within the United States or to or for the benefit of U.S. persons. The Bonds are in bearer form and are
subject to certain United States tax law requirements.
An investment in Bonds involves certain risks. Prospective investors should have regard to the factors described
under the heading "Risk Factors" on page 6.
Placement Agent
Lehman Brothers
The date of this Prospectus is 26 August 2008.
1

This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the
Prospectus Directive) and for the purposes of the Luxembourg Act.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
In connection with the issue and offering of the Bonds, no person has been authorised to give any
information or to make any representation other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer or
the Placement Agent (as described under "Subscription and Sale", below).
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Prospectus should be read and construed on
the basis that such documents are incorporated and form part of the Prospectus.
The Placement Agent has not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Placement Agent as to the accuracy or completeness of the information contained or
incorporated in this Prospectus or any other information provided by the Issuer in connection with the
offering of the Bonds. The Placement Agent accepts no liability in relation to the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer in connection
with the offering of the Bonds or their distribution.
Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds
should be considered as a recommendation by the Issuer or the Placement Agent that any recipient of this
Prospectus or any other information supplied in connection with the offering of the Bonds should purchase
any Bonds. Each investor contemplating purchasing any Bonds should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer. Neither this Prospectus nor any other information supplied in connection with the offering of the
Bonds constitutes an offer or invitation by or on behalf of the Issuer or the Placement Agent to any person to
subscribe for or to purchase any Bonds.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Bonds shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The
Placement Agent expressly does not undertake to review the financial condition or affairs of the Issuer
during the life of the Bonds or to advise any investor in the Bonds of any information coming to their
attention. The Bonds have not been and will not be registered under the United States Securities Act of 1933,
as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions,
the Bonds may not be offered, sold or delivered within the United States or to U.S. persons. For a further
description of certain restrictions on the offering and sale of the Bonds and on distribution of this document,
see "Subscription and Sale" below.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Bonds in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Bonds may be restricted by law in certain jurisdictions.
The Issuer and the Placement Agent do not represent that this Prospectus may be lawfully distributed, or that
the Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Placement Agent which is intended to permit a public offering of the Bonds or the distribution of this
2

Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any
Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Bonds. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Bonds in the United States and the United Kingdom, see "Subscription
and Sale".
The Bonds will initially be represented by a temporary global bond in bearer form (the Temporary Global
Bond) without interest coupons, which is expected to be deposited with a common depositary on behalf of
Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear Bank SA/NV
(Euroclear) on or about 28 August 2008 (the Closing Date). The Temporary Global Bond will be
exchangeable for a permanent global bond in bearer form (the Permanent Global Bond) without interest
coupons attached, upon certification as to non-U.S. beneficial ownership, not earlier than the first day
following the expiry of 40 days after the Closing Date.
The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in the denominations
of 50,000 and integral multiples of 1,000 in excess thereof up to and including 99,000 in the limited
circumstances set out therein. See "Summary of Provisions Relating to the Bonds While in Global Form".
The Bonds have been accepted for clearance through Clearstream, Luxembourg and Euroclear.
In connection with the issue of the Bonds, Lehman Brothers International (Europe) may act as Stabilising
Manager. The Stabilising Manager (or persons acting on behalf of it as Stabilising Manager) may over-allot
Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than
that which might otherwise prevail. However, there is no assurance that Lehman Brothers International
(Europe) as Stabilising Manager (or persons acting on behalf of Lehman Brothers International (Europe) as
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after
the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be conducted by
Lehman Brothers International (Europe) as Stabilising Manager (or persons acting on behalf of either
Lehman Brothers International (Europe) as Stabilising Manager) in accordance with all applicable laws.
Certain financial and statistical information in this Prospectus has been subject to rounding adjustments.
Accordingly, the sum of certain data may not conform to the total.
This Prospectus includes statements of future expectations and other forward-looking statements that are
subject to risks and uncertainties. These statements are based on the current views of the Issuer's
management and assumptions and involve known and unknown risks and uncertainties. Such statements
include, in particular, statements about the Issuer's plans, strategies and prospects under the heading
"Wolters Kluwer N.V.". When used in this Prospectus, the words "may, "will", "estimate", "project",
"intend", "anticipate", "expect", "should" and similar expressions are intended to identify such forward-
looking statements. Prospective investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. Important factors that could cause actual results to differ
materially from the forward-looking statements made in this Prospectus include, among other things, general
economic conditions, conditions in the markets in which the Issuer is engaged, behaviour of customers,
suppliers and competitors, technological developments and legal and regulatory rules affecting the Issuer's
businesses.
Save as required by the rules or regulations of any stock exchange on which the Bonds are listed, the Issuer
does not undertake any obligation to publicly release any revisions of these forward-looking statements to
reflect events or circumstances after the date of this Prospectus or to reflect the occurrence of unanticipated
events.
3

In this Prospectus, the Issuer refers to Wolters Kluwer N.V. and its predecessor companies and references to
Wolters Kluwer or Group refer to the Issuer and its direct and indirect subsidiaries, in each case unless the
context requires otherwise.
In this Prospectus, unless otherwise specified or the context requires, references to U.S. dollars, USD or $
are to the lawful currency of the United States of America, references to EUR or are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community.
4

TABLE OF CONTENTS
RISK FACTORS..........................................................................................................................................6
KEY FEATURES OF THE BONDS ..........................................................................................................12
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................15
TERMS AND CONDITIONS OF THE BONDS ........................................................................................17
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM...................27
USE OF PROCEEDS .................................................................................................................................30
WOLTERS KLUWER N.V. .......................................................................................................................31
TAXATION ...............................................................................................................................................41
SUBSCRIPTION AND SALE....................................................................................................................44
GENERAL INFORMATION .....................................................................................................................46
5

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Bonds.
Most 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.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Bonds are described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on
information currently available to it or which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Prospectus and reach their own
views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under the Bonds
Risks relating to the Issuer's business
The Issuer cannot assure you that there will be continued demand for the Issuer's products and services.
Demand for the Issuer's products and services depends, among other things, on general economic conditions
in its markets.
The Issuer's businesses are dependent on the continued acceptance by its customers of the Issuer's products
and services and the prices which it charges for its products and services. The Issuer cannot predict whether
there will be changes in the market in the future which will affect the acceptability of products, services and
prices to its customers. The Issuer is investing significant amounts to develop and promote its Internet
initiatives and electronic platforms. The provision of products and services through these media is very
competitive and the Issuer may experience difficulties developing this aspect of its business due to a variety
of factors, many of which are beyond its control. In addition, the Issuer is becoming more dependent on the
successful performance and operation of the Internet and its systems. Demand for the Issuer's products and
services also depends on general economic conditions. Negative developments in the markets in which the
Issuer operates could lead to a material adverse effect on the Issuer's business, financial position and results
of operations.
The Issuer serves its customers by means of subscription-based products and services, which may not be
renewed.
The Issuer serves its customers by means of annual subscription-based products and services, with high
renewal rates, and, increasingly, via large multi-year contracts. The ability of the Issuer to renew these
subscriptions and contracts will have an important impact on the future of the Issuer's business.
The Issuer operates in a highly competitive environment that is subject to rapid change and it must continue
to invest and adapt to remain competitive.
The Issuer's businesses operate in highly competitive markets. These markets have undergone significant
consolidation in recent years and continue to change in response to technological innovations and other
factors. The Issuer cannot predict with certainty the changes that may occur and the effect of those changes
on its businesses. In particular, the means of delivering its products, and the products themselves, may be
subject to rapid technological change. The Issuer cannot predict whether technological innovations will, in
the future, make some of its products wholly or partially obsolete. The Issuer may be required to invest
significant amounts to further adapt to the changing market and competitive environment.
6

Changes in government funding of public and non-public academic and other educational institutions or
changes in spending by such institutions may adversely affect the Issuer's medical business.
Any decrease or elimination of government funding or a decrease in academic spending could negatively
impact its business. In particular, the Issuer's medical business supplies scientific information principally to
academic institutions.
The Issuer's credit ratings may be downgraded.
The Bonds are expected to be assigned on issue a BBB+ rating by Standard & Poor's. The Issuer's senior
long term debt has been assigned a Baa1 credit rating with stable outlook by Moody's and a BBB+ credit
rating with stable outlook by Standard & Poor's. The Issuer may be subject to ratings downgrades by
Standard & Poor's or Moody's. Any such downgrade could prejudice its ability to obtain future financing or
could increase its financing costs.
The Issuer may be unable to implement and execute its strategic plans successfully.
The implementation and execution of the Issuer's strategic plans, including as set out under "Wolters Kluwer
N.V. Strategy", depends on, among other things, the availability of high quality human resources at various
management levels across all its businesses. The Issuer cannot assure you that in the future these resources
will be available. The Issuer cannot be certain that its investments in, among other things, new product
development and key product enhancements will result in the expected growth, or within the contemplated
time frame nor that the planned structural improvements in the form of, among others, the restructuring of
operations, the streamlining of back-office functions and the developing of shared services, will result in the
cost savings sought, or within the time frame contemplated.
The Issuer's intellectual property rights may not be adequately protected, which may adversely affect its
results and its ability to grow, or may be subject to claims of infringement.
The Issuer's products are largely comprised of intellectual property content delivered through a variety of
media, including journals, books, CD-ROMs and the Internet. The Issuer actively protects its intellectual
property rights, which is important to safeguard its portfolio of information, software, and services. The
Issuer relies on trademark, copyright, patent, and other intellectual property laws to establish and protect its
proprietary rights to these products and services.. However, despite intellectual property protection, the
Issuer cannot assure you that its intellectual property rights will not be challenged, limited, invalidated,
circumvented or infringed by competitors. Technological developments make it increasingly difficult to
protect intellectual property rights and the lack of Internet-specific legislation relating to trademark and
copyright protection creates an additional challenge for the Issuer in protecting its proprietary rights to
content delivered through the Internet and electronic platforms. The Issuer may also be subject to claims of
infringement of the intellectual property rights of others.
The Issuer is subject to interest, liquidity and credit risks. Fluctuations in exchange rates may affect the
Issuer's reported results.
As is the case with most international businesses, the Issuer is subject to a variety of financial risks,
including interest, liquidity and credit risk. In addition, the Issuer's financial statements are expressed in
euros and are, therefore, subject to movements in exchange rates on the translation of the financial
information of businesses whose operational currencies are other than the Issuer's reporting currency. The
United States is the Issuer's most important market outside Europe and, accordingly, significant fluctuations
in the U.S. dollar/euro exchange rates could significantly affect its reported results from year to year. In
addition, in some of the Issuer's businesses it incurs costs in currencies other than those in which revenues
are earned. The relative movements between the exchange rates in the currencies in which costs are incurred
and the currencies in which revenues are earned can significantly affect the profits of those businesses.
7

Changes to tax laws to which the Issuer is subject may adversely affect the Issuer's results.
The Issuer operates in numerous jurisdictions and is subject to various taxes in these jurisdictions. Most of
these taxes are transactional and employee-related and are levied from the legal entities in these jurisdictions.
Risks that may adversely affect the Issuer's results are changes in corporate tax rates and restrictions in the
tax deductibility of certain items. As a consequence, not only could current and future profits be at risk, but it
is also possible that a deferred tax asset, or part of a deferred tax asset which has become unrealisable, could
be reversed and taken as a charge to the income statement.
Risks relating to historical and future acquisitions and divestments
Acquisitions and divestments may not be successful.
The Issuer cannot assure you that it will be able to identify, and acquire on reasonable terms, if at all, suitable
acquisition candidates or that it will be able to obtain the necessary funding on favourable terms, if at all, to
finance any of those potential acquisitions.
Risks with respect to the acquisition of companies can relate to the integration of the acquisitions, the
realisation of expected synergies and financial projections and contractual obligations. The Issuer has strict
strategic and financial criteria for acquiring new businesses. Acquisitions are made either to enter adjacent
markets or to strengthen current market positions. They are expected to be accretive to ordinary earnings per
share in year one and cover their weighted average cost of capital within three to five years. An acquisition
integration plan is agreed to with the Executive Board prior to completing the acquisition and such plans are
actively monitored after completion. However, failure to integrate acquisitions successfully, or any delay in
integration, could result in the expenditure of significant funds and increased demands on management and
could prejudice the Issuer's business, financial condition or results of operations and adversely affect the
price of the Bonds.
The Issuer cannot assure you that it will be able to divest businesses that may be identified from time to time
for divestment on satisfactory terms or at all.
There may be contingent and other liabilities within the acquired businesses of which the Issuer is not
aware.
Many of the companies acquired by the Issuer were not listed and therefore were only subject to limited
statutory disclosure obligations. The acquired companies could have liabilities or their businesses could be
subject to risks of which the Issuer is currently unaware that could have a material adverse effect on its
business, financial position and results of operations.
The Issuer may be subject to liabilities arising out of divestments of businesses.
The divestment of businesses by the Issuer might lead to claims against it under the related contracts of sale
and purchase, particularly potential claims in relation to breaches of warranties given by the Issuer.
Factors which are material for the purpose of assessing the market risks associated with the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability 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 Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
8

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds 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 Bonds,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
financial markets; 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.
Risks related to the Bonds generally
Set out below is a brief description of the material risks relating to the Bonds generally:
The rights of holders of the Bonds are effectively subordinated to those of creditors of the Issuer's
subsidiaries.
The Issuer is a holding company. Generally, claims of creditors of its subsidiaries, including trade creditors,
secured creditors and creditors holding indebtedness and guarantees issued by those subsidiaries, and claims
of preference shareholders (if any) of such subsidiaries, will have priority in a distribution on winding up of
the assets and earnings of such subsidiaries over the claims of the Issuer's creditors. The Issuer's creditors,
including Bondholders, will therefore be effectively subordinated to creditors (including trade creditors) of
its subsidiaries. Bondholders will not have a direct claim against the assets of the Issuer's subsidiaries.
Modification
The conditions of the Bonds contain provisions for calling meetings of the Bondholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Bondholders
including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a
manner contrary to the majority.
EU Savings Directive
If, following implementation of EC Council Directive 2003/48/EC on taxation of savings income, a payment
were to be made or collected through a Member State which has opted for a withholding system and an
amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying
Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result
of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying
Agent following implementation of this Directive, the Issuer will be required to maintain a Paying Agent in a
Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.
Change of law
The conditions of the Bonds are based on Dutch law in effect as at the date of this Prospectus. No assurance
can be given as to the impact of any possible judicial decision or change to Dutch law or administrative
practice after the date of this Prospectus.
9

Denominations involve integral multiples: definitive Bonds
The Bonds have denominations consisting of a minimum of 50,000 plus one or more higher integral
multiples of 1,000. It is possible that the Bonds may be traded in amounts that are not integral multiples of
50,000. In such a case a holder who, as a result of trading such amounts, holds an amount which is less
than 50,000 in his account with the relevant clearing system at the relevant time may not receive a
definitive Bond in respect of such holding (should definitive Bonds be printed) and would need to purchase a
principal amount of Bonds such that its holding amounts to 50,000.
If definitive Bonds are issued, holders should be aware that definitive Bonds which have a denomination that
is not an integral multiple of 50,000 may be illiquid and difficult to trade.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,
interest rate risk and credit risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a market
does develop, it may not be very liquid. Therefore, investors may not be able to sell their Bonds easily or at
prices that will provide them with a yield comparable to similar investments that have a developed secondary
market. This is particularly the case for securities that are especially sensitive to interest rate, currency or
market risks, are designed for specific investment objectives or strategies or have been structured to meet the
investment requirements of limited categories of investors. These types of securities generally would have a
more limited secondary market and more price volatility than conventional debt securities. Illiquidity may
have a severely adverse effect on the market value of Bonds.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or
currency unit (the Investor's Currency) other than Euro. These include the risk that exchange rates may
significantly change (including changes due to devaluation of the Euro or revaluation of the Investor's
Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify
exchange controls. An appreciation in the value of the Investor's Currency relative to the specified currency
of the Bonds would decrease (1) the Investor's Currency-equivalent yield on the Bonds, (2) the Investor's
Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's Currency-equivalent
market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.
Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely
affect the value of them.
Credit ratings may not reflect all risks
One or more independent credit rating agencies may assign credit ratings to the Issuer or the Bonds. The
ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Bonds. A credit rating is not a
10