Bond Deutsch Bahn 3% ( XS0753143709 ) in EUR

Deutsch Bahn

100 % ▼

Germany

XS0753143709 ( in EUR )

3% per year ( payment 1 time a year)

08/03/2024 - Bond has expired

Prospectus brochure of the bond Deutsche Bahn XS0753143709 in EUR 3%, expired

1 000 EUR

500 000 000 EUR

Deutsche Bahn (DB) is Germany's national railway company, operating passenger and freight services throughout the country and internationally.

The Bond issued by Deutsch Bahn ( Germany ) , in EUR, with the ISIN code XS0753143709, pays a coupon of 3% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/03/2024

PROSPECTUS
This document constitutes two base prospectuses for the purpose of Article 5.4 of the Directive
2003/71/EC, as amended, (the "Prospectus Directive"), (i) the base prospectus of Deutsche Bahn
Aktiengesellschaft in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the
Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended, (the "Non-Equity Securities")
and (ii) the base prospectus of Deutsche Bahn Finance B.V. in respect of Non-Equity Securities (both
base prospectuses together the "Debt Issuance Programme Prospectus" or the "Prospectus").

Deutsche Bahn Aktiengesellschaft
(Berlin, Federal Republic of Germany)
Deutsche Bahn Finance B.V.
(Amsterdam, The Netherlands)
15,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Luxembourg Stock Exchange to list notes to be issued under the
Programme (the "Notes") on the official list of the Luxembourg Stock Exchange and to admit Notes to
trading on the regulated market of the Luxembourg Stock Exchange, which is a regulated market for the
purposes of Directive 2004/39/EC on Markets in Financial Instruments amending Council Directives
85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and
repealing Council Directive 93/22/EEC (the "Regulated Market of the Luxembourg Stock Exchange").
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier of the
Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg
Law relating to prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières), which
implements the Prospectus Directive (the "Luxembourg Law"), and each of the Issuers (as defined
below) has requested the CSSF to provide the competent authorities in the Federal Republic of Germany,
The Netherlands and the Republic of Austria with a certificate of approval attesting that the Prospectus
has been drawn up in accordance with the Luxembourg Law (each a "Notification"). Each of the Issuers
may request the CSSF to provide competent authorities in additional host Member States within the
European Economic Area with a Notification. The Programme also permits Notes to be issued on the
basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock
exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or
further competent authorities, stock exchanges and/or quotation systems as may be agreed with the
relevant Issuer.
The payments of all amounts due in respect of the Notes issued by Deutsche Bahn Finance B.V. will be
unconditionally and irrevocably guaranteed by Deutsche Bahn Aktiengesellschaft.
The date of this prospectus is 28 April 2011. This Prospectus is valid for a period of 12 months from such

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date. It is published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and available at the investor relation's website of Deutsche Bahn Aktiengesellschaft
(www.deutschebahn.com/ir.).
RESPONSIBILITY STATEMENT
Deutsche Bahn Aktiengesellschaft, with registered office in Berlin, Federal Republic of Germany
("Deutsche Bahn AG", "Deutsche Bahn" or "DB AG" and together with its subsidiaries and affiliates the
"DB Group", referred to herein as an "Issuer" or, with regard to Notes issued by Deutsche Bahn Finance
B.V., the "Guarantor") and Deutsche Bahn Finance B.V., with registered office in Amsterdam, The
Netherlands ("Deutsche Bahn Finance", an "Issuer" and, together with Deutsche Bahn AG, the
"Issuers") accept responsibility for the information contained in this Prospectus.
Each of the Issuers and the Guarantor hereby declare that, having taken all reasonable care to ensure that
such is the case, the information contained in this Prospectus is, to the best of their knowledge, in
accordance with the facts and contains no omission likely to affect its import.
NOTICE
Each of the Issuers and the Guarantor have confirmed that this Prospectus contains to the best of their
knowledge all information with regard to the Issuers, the Guarantor and the Notes which is (in the context
of the Programme, the issue, offering and sale of the Notes and the guarantee of the Notes) material; that
such information is true and accurate in all material respects and is not misleading in any material respect;
that any opinions, predictions or intentions expressed herein are honestly held or made and are not
misleading in any material respect; that this Prospectus does not omit to state any material fact necessary
to make such information, opinions, predictions or intentions (in the context of the Programme, the issue,
offering and sale of the Notes and the guarantee of the Notes) not misleading in any material respect; and
that all proper enquiries have been made to verify the foregoing.
Deutsche Bahn and Deutsche Bahn Finance undertake with the dealers to be appointed (the "Dealers") to
publish a supplement to this Prospectus or to publish a new Prospectus if and when the information herein
should become materially inaccurate or incomplete or in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting
the assessment of the Notes and, where approval by the CSSF of any such document is required, upon
such approval having been given.
No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other document entered into in relation to the Programme or any information supplied
by any Issuer or such other information as in the public domain and, if given or made, such information
must not be relied upon as having been authorised by the Issuers, the Guarantor, Dealers or any of them.
No Dealer nor any other person mentioned in this Prospectus, excluding the Issuers, is responsible for the
information contained in this Prospectus or any supplement thereof, or any Final Terms (as defined below)
or any other document incorporated herein by reference, and accordingly, and to the extent permitted by
the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy or
completeness of the information contained in any of these documents. This Prospectus does not constitute
an offer or an invitation by the Issuers or by Dealers or any of them to subscribe for or purchase any of the
Notes.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference and, in relation to any Series of Notes, together with the
relevant final terms (the "Final Terms").
This Prospectus and any supplement hereto as well as any Final Terms reflect the status as of their
2

respective dates of issue. The delivery of this Prospectus or any Final Terms and the offering, sale or
delivery of any Notes may not be taken as an implication that the information contained in such documents
is accurate and complete subsequent to their respective dates of issue or that there has been no adverse
change in the financial situation of the Issuers since such date or that any other information supplied in
connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of any of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or
any Final Terms come are required by the Issuers and Dealers to inform themselves about and to observe
any such restrictions. For more information, see "Selling Restrictions" on pages 131 to 135 of this
Prospectus.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in
that Relevant Member State of Notes which are the subject of an offering or placement contemplated in
this Prospectus as completed by Final Terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for an Issuer, or any Dealer to publish a prospectus pursuant
to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State
and (in either case) published, all in accordance with the Prospectus Directive, provided that any such
prospectus has subsequently been completed by Final Terms which specify that offers may be made other
than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is
made in the period beginning and ending on the dates specified for such purpose in such Prospectus or
Final Terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, none of the Issuers
nor the arranger as specified under "Summary Summary regarding the Notes Arranger" (the
"Arranger") nor any Dealer has authorised, nor do any of them authorise, the making of any offer of Notes
in circumstances in which an obligation arises for an Issuer or any Dealer to publish or supplement a
prospectus for such offer.
In particular, Notes 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, Notes may not be offered, sold or delivered within the United States or to U.S. persons.
The legally binding language of this Prospectus is the English language; except for the Guarantee and
Negative Pledge where the German language shall be binding and except for the Terms and Conditions of
the Notes and the Final Terms for specific Tranches where the legally binding language will be specified in
the applicable Final Terms.
Neither the Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such an offer or solicitation.
Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
to purchase any Notes and should not be considered as a recommendation by the relevant Issuer,
the Arranger, any Dealer or any of them that any recipient of this Prospectus or any Final Terms
should subscribe for or purchase any Notes.
In connection with the issue of any Tranche of Notes, a Dealer or Dealers (if any) named as
stabilising manager(s) (the "Stabilising Manager(s)") (or persons acting on behalf of any
Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation
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action may begin on or after the date on which adequate public disclosure of the terms of the offer
of the relevant Tranche of Notes 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 of the relevant Tranche of Notes and 60
days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or
over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on
behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Prospectus all references to "", "EUR", "Euro", "euro" and "EURO" are to the single currency of the
member states of the European Union participating in the third stage of the European Economic and
Monetary Union.
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TABLE OF CONTENTS
Page
SUMMARY

7
Summary in respect of the Notes

7
Summary in respect of Deutsche Bahn AG

12
Summary in respect of Deutsche Bahn Finance

13
Summary in respect of Risk Factors

14
Deutsche Bahn AG

14
Deutsche Bahn Finance

15
The Notes

15
GERMAN TRANSLATION OF THE SUMMARY

18
Zusammenfassung in Bezug auf die Schuldverschreibungen

18
Zusammenfassung in Bezug auf Deutsche Bahn AG

24
Zusammenfassung in Bezug auf Deutsche Bahn Finance

25
Zusammenfassung in Bezug auf die Risikofaktoren

26
Deutsche Bahn AG

26
Deutsche Bahn Finance

27
Die Schuldverschreibungen

27
RISK FACTORS

31
Risk Factors with regard or in respect to Deutsche Bahn AG

31
Risk Factors with regard or in respect of Deutsche Bahn Finance

35
Risk Factors with regard or in respect of the Notes

35
GENERAL DESCRIPTION OF THE PROGRAMME

41
General

41
Issue Procedures

41
General

41
Long-Form Conditions

42
Integrated Conditions

42
TERMS AND CONDITIONS OF THE NOTES

43
English Language Version

43
German Language Version

61
FORM OF GUARANTEE AND NEGATIVE PLEDGE

81
German Language Version (legally binding)

81
English Language Version

84
FORM OF FINAL TERMS

87
Part I: Terms and Conditions

88
Part II: Other Information

98
DEUTSCHE BAHN AKTIENGESELLSCHAFT AS ISSUER AND GUARANTOR

107
1. Statutory Auditors

107
2. Selected Financial Information

107
3. Incorporation, Registration, Shareholder, Share Capital and Financial Year

110
4. Objects

110
5. Deutsche Bahn Group at a Glance

110
6. Liability for Obligations of DB AG

115
7. Financial Relationship to the Federal Republic of Germany or the Federal States

116
8. Material Contracts

117
9. Supervisory and Management Board

117
10. Board Practice

119
11. Historical Financial Information

119
12. Trend Information

120
13. Legal and Arbitration Proceedings

120
14. Significant Change in the Financial or Trading Position of DB AG

120
15. Recent Development and Outlook

120
5

DEUTSCHE BAHN FINANCE B.V. AS ISSUER

121
1. Statutory Auditors

121
2. Selected Financial Information

121
3. Incorporation, Registration, Shareholder, Share Capital and Financial Year

121
4. Purpose

122
5. Material Contracts

122
6. Board of Management

122
7. General Meetings

122
8. Board Practices

122
9. Historical Financial Information

122
10. Trend Information

123
11. Legal and Arbitration Proceedings

123
12. Significant Change in the Financial or Trading Position of Deutsche Bahn Finance

123
13. Recent Developments and Outlook

123
TAXATION

124
1. Germany

124
2. The Netherlands

127
3. Luxembourg

129
4. EU Savings Tax Directive

130
GENERAL INFORMATION
131
Selling Restrictions
131
1. General
131
2. Public Offer Selling Restriction Under the Prospectus Directive
131
3. France
132
4. Republic of Italy
132
5. United Kingdom of Great Britain and Northern Ireland
133
6. United States of America
133
7. The Netherlands
135
8. Japan
135
Use of Proceeds
135
Authorisation
135
Listing and Admission to Trading of the Notes
136
Undertaking
136
Post-issuance Information
136
Documents Incorporated by Reference
137
Availability of Documents

138
REGISTERED OFFICES OF THE ISSUERS
139

6

SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks
associated with each of the Issuers and the Notes to be issued under the Programme. This Summary
should be read as an introduction to this Prospectus. Any decision by an investor to invest in the Notes
should be based on consideration of this Prospectus as a whole and the relevant Final Terms. Where a
claim relating to the information contained in this Prospectus and the relevant Final Terms is brought
before a court, the plaintiff investor might, under the national legislation of such court, have to bear the
costs of translating the Prospectus and the relevant Final Terms before the legal proceedings are initiated.
Civil liability attaches to those persons who have tabled this Summary including any translation thereof,
and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read
together with the other parts of this Prospectus. The following description of certain general features of the
Programme does not purport to be complete and is taken from and qualified in its entirety by the
remainder of this Prospectus and, in relation to the terms and conditions of any particular tranche of Notes,
the applicable Final Terms.
Summary in respect of the Notes
Unless otherwise defined, the terms used within this Summary have the same meaning as defined in the
Terms and Conditions of the Notes.
Issuers:
Deutsche Bahn Aktiengesellschaft ("Deutsche Bahn AG" or "Deutsche Bahn" or
"DB AG")
Deutsche Bahn Finance B.V. ("Deutsche Bahn Finance")
Guarantor:
Deutsche Bahn AG, in respect of Notes issued by Deutsche Bahn Finance, (in such
capacity, the "Guarantor")
Arranger:
Deutsche Bank Aktiengesellschaft
Dealers:
The Issuers may appoint one or more financial institution(s) by or in accordance with
a programme agreement (the ,,Programme Agreement") between the Issuers and
the Arranger containing the standard terms for Dealers with respect to the
Programme.
Fiscal Agent:
Deutsche Bank Aktiengesellschaft
Paying Agents:
Deutsche Bank Aktiengesellschaft
Deutsche Bank Luxembourg S. A.
and other institutions, all as indicated in the applicable Final Terms.
Luxembourg
Deutsche Bank Luxembourg S. A.
Listing Agent:
Selling
There will be specific restrictions on the offer and sale of Notes and the distribution
Restrictions:
of offering material in the European Economic Area, in particular for France, Italy,
the Netherlands, the United Kingdom of Great Britain and Northern Ireland, as well
as the United States of America and Japan and such other restrictions as may be
required under applicable law in connection with the offering and sale of a particular
Tranche of Notes.
Specified
Subject to any applicable legal or regulatory restrictions and requirements of
Currencies:
relevant central banks, Notes may be issued in euro or any other currency agreed
by the relevant Issuer and the relevant Dealer(s).
Denominations of Notes will be issued in such denominations as may be agreed between the relevant
Notes:
Issuer and the relevant Dealer(s) and as indicated in the applicable Final Terms
7

save that the minimum denomination of the Notes will be Euro 1,000 or an amount
in any other currency which is nearly equivalent (within the meaning of the
Prospective Directive) to Euro 1,000 on the issue date, save that the minimum
denomination of the Notes will be such as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency.

Where Notes have a maturity of less than one year and either (a) the issue
proceeds are received by the Issuer in the United Kingdom or (b) the activity of
issuing the Notes is carried on from an establishment maintained by the Issuer in
the United Kingdom such Notes must: (i) have a minimum redemption value of
£100,000 (or its equivalent in other currencies) and be issued only to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses; or (ii) be issued in other
circumstances which do not constitute a contravention of section 19 of the FSMA by
the Issuer.
Form of Notes:
Notes may be issued in bearer form only. As a general rule, Deutsche Bahn AG and
Deutsche Bahn Finance will issue Notes in global form only.

The relevant Issuer will deliver a temporary global note (a ,,,,Temporary Global
Note) or (if so specified in the relevant Final Terms in respect of Notes to which
U.S. Treasury Regulation § 1.163- 5(c)(2)(i)(C) (the ,,,,TEFRA C Rules) applies) a
permanent global note (a ,,,,Permanent Global Note).

Global Notes can be issued as classic global notes (,,,,Classic Global Notes).
Global Notes can also be issued as new global notes (,,,,New Global Note), which
allows under certain circumstances for such Notes to be Eurosystem-eligible. Each
Temporary or Permanent Global Note which is a Classic Global Note, as specified in
the relevant Final Terms, will be deposited on or around the relevant issue date with
a common depositary for Euroclear Bank SA/NV, Brussels (,,,,Euroclear) and/or
Clearstream Banking, société anonyme, Luxembourg (,,,,CBL). If Clearstream
Banking AG, Frankfurt am Main (,,,,CBF) is the relevant clearing system, each
Temporary Global Note and Permanent Global Note will be deposited with CBF
directly. In case, any Temporary Global Note and Permanent Global Note are
deposited with any other relevant clearing system, the applicable rules of such
clearing system will be followed.

Each Temporary or Permanent Global Note which is a New Global Note, as
specified in the relevant Final Terms, will be deposited on or around the relevant
issue date with a common safekeeper.

Each Temporary Global Note will be exchangeable for a Permanent Global Note in
accordance with its terms.
Status of the
The Notes will constitute unsecured and unsubordinated obligations of the relevant
Notes:
Issuer ranking pari passu among themselves and pari passu with all other
unsecured and unsubordinated obligations of the relevant Issuer.
Description of
Notes may be either interest bearing at fixed or variable rates or non-interest
Notes:
bearing, with principal repayable at a fixed amount or by reference to a formula as
may be agreed between the relevant Issuer and the relevant Dealer(s) as specified
in the applicable Final Terms.
Fixed Rate Notes: Fixed Rate Notes bear a fixed interest income throughout the entire term of the
Notes. Fixed interest will be payable on such basis as may be agreed between the
relevant Issuer and the relevant Dealer(s) as specified in the Final Terms.
8

Floating Rate
Floating Rate Notes will bear interest at a rate determined (and as adjusted for any
Notes:
applicable margin):

on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant specified currency governed by an agreement
incorporating either the 2000 ISDA Definitions or the 2006 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc., and each
as amended and updated as at the date on which the first Tranche of the Notes of
the relevant Series is issued),

on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service, or

on such basis as indicated in the Final Terms.

The margin (if any) relating to such floating rate will be indicated in the Final Terms
for each Series of Floating Rate Notes. Interest periods for Floating Rate Notes will
be one, two, three, six or twelve months or such other period(s) as may be agreed
between the relevant Issuer and the relevant Dealer(s), as indicated in the Final
Terms.
Index Linked
Payments of interest in respect of Index Linked Interest Notes will be made by
Interest Notes:
reference to a single index or other factors (including changes in the price of
securities and commodities or movements in exchange rates) and/or such formula
as may be specified by the relevant Issuer and the relevant Dealer(s), as indicated
in the Final Terms.
Structured
A Floating Rate Note may include multipliers or other leverage factors, or caps or
Floating Rate
floors, or any combination of those features or other similar related features.
Notes:
Zero Coupon
Zero Coupon Notes will be offered and sold either at a discount to their principal
Notes:
amount or on an accumulated basis, in each case without periodic payments of
interest.
Dual Currency
Dual Currency Notes are Notes where payment of principal and payment of interest
Notes:
can be made in different currencies. Payments (whether in respect of principal or
interest and whether at maturity or otherwise) in respect of Dual Currency Notes will
be made in such currencies, and based on such rates of exchange, as the relevant
Issuer and the relevant Dealer(s) may agree, as indicated in the Final Terms.
Instalment Notes: Instalment Notes are Notes, where payment of principal is made in instalments.
Instalment will be made as the relevant Issuer and the relevant Dealer(s) may
agree, as indicated in the Final Terms.
Index Linked
Index Linked Notes may be issued as Index Linked Interest Notes or Index Linked
Notes:
Redemption Notes or a combination of both.
Index Linked
Payments of principal in respect of Index Linked Redemption Notes will be
Redemption
calculated by reference to a single index or other factors (including changes in the
Notes:
price of securities and commodities or movements in exchange rates) and/or such
formula as may be specified by the relevant Issuer and the relevant Dealer(s), as
indicated in the Final Terms. Each nominal amount of Notes equal to the lowest
specified denomination specified in the Final Terms will be redeemed by payment of
the redemption amount specified in or as determined pursuant to provisions in the
Final Terms.
Other provisions
Floating Rate Notes and Index Linked Interest Notes may also have a maximum
9

in relation to
interest rate ("Cap"), a minimum interest rate ("Floor") or both.
Floating Rate
Notes and Index
Linked Interest
Notes:

Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each
Interest Period, as selected prior to issue by the relevant Issuer and the relevant
Dealer(s), will be payable on such Interest Payment Dates specified in, or
determined pursuant to, the Final Terms and will be calculated as indicated in the
Final Terms.
Credit Linked
Credit Linked Notes may be issued relating to one or more reference entities, as
Notes:
specified in the Final Terms. Such Notes may be redeemed prior to their scheduled
maturity and at less than their principal amount on the occurrence of a credit event,
as specified in the Final Terms, and interest on such Notes may cease to accrue
prior to the scheduled maturity of such Notes or may, due to potential principal
reductions, be reduced on the occurrence of such credit event. On the occurrence of
a credit event and if so specified in the Final Terms, such Notes may be redeemed
by settlement in the form of physical delivery of certain assets.
Equity Linked
Equity Linked Notes may be issued in the form of Equity Linked Interest Notes or
Notes:
Equity Linked Redemption Notes or a combination of both.
Credit Linked
Payments of interest in respect of Equity Linked Interest Notes will be calculated by
Interest Notes:
reference to a single equity security or a basket of equity securities on such terms
as indicated in the Final Terms.
Equity Linked
Payments of principal in respect of Equity Linked Redemption Notes will be
Redemption
calculated by reference to a single equity security or a basket of equity securities.
Notes:
Each principal amount of Notes equal to the lowest specified denomination specified
in the Final Terms will be redeemed by payment of the redemption amount specified
in, or as determined pursuant to provisions in the Final Terms.
Other Notes:
Notes may be of any other type which the relevant Issuer and the relevant Dealer(s)
may agree. The terms governing any such Notes will be specified in the Final
Terms.
Maturities:
Such maturities as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms, provided that each Note
shall have a maturity of not less than twelve months calculated from and including
the date on which such Note is issued to and including its maturity date and subject
to such minimum or maximum maturities as may be allowed or required from time to
time by the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Issuer or the relevant Specified Currency.
Redemption:
The applicable Final Terms will indicate either that the Notes cannot be redeemed
prior to their stated maturity (except for taxation reasons, or upon the occurrence of
an event of default) or that such Notes will be redeemable at the option of the
relevant Issuer and/or the Holders upon giving notice within the notice period (if any)
indicated in the applicable Final Terms to the Holders or the relevant Issuer, as the
case may be, on a date or dates specified prior to such stated maturity and at a
price or prices and on such terms as indicated in the applicable Final Terms.

Unless otherwise permitted by then current laws and regulations, Notes in respect of
which the issue proceeds are to be accepted by the relevant Issuer in the United
Kingdom will have a minimum redemption amount of £ 100,000 (or its equivalent in
other currencies), unless such Notes may not be redeemed until on or after the first
anniversary of their date of issue.
10