Bond KBC FIM 5% ( XS0789748265 ) in NOK

KBC FIM

100 % ▼

Belgium

XS0789748265 ( in NOK )

5% per year ( payment 1 time a year)

29/06/2017 - Bond has expired

Prospectus brochure of the bond KBC IFIMA XS0789748265 in NOK 5%, expired

10 000 NOK

479 750 000 NOK

KBC IFIMA is a Belgian investment management company specializing in fixed income, offering a range of investment solutions to institutional and private clients.

The XS0789748265 bond, issued by KBC IFIMA, a key financing vehicle for the prominent Belgian financial services group KBC Bank NV, represented a significant debt instrument denominated in Norwegian Krone (NOK), with a total issue size of NOK 479,750,000 and a minimum purchase threshold of NOK 10,000. This fixed-income security offered an annual interest rate of 5% and reached its scheduled maturity on June 29, 2017, having subsequently been fully redeemed as per its terms.

WHOLESALE BASE PROSPECTUS

KBC INTERNATIONALE FINANCIERINGSMAATSCHAPPIJ N.V.
(KBC IFIMA N.V.)
(Incorporated with limited liability in The Netherlands)
Unconditionally and irrevocably guaranteed
by KBC Bank NV
(Incorporated with limited liability in Belgium)
25,000,000,000
Wholesale Euro Medium Term Note Programme

Arranger
KBC Bank
Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P.Morgan
KBC Bank
KBL European Private Bankers S.A
Nomura
Santander Global Banking & Markets
UBS Investment Bank

The date of this Base Prospectus is 27 June 2012.
Application has been made to the Commission de Surveillance du Secteur Financier in its capacity as competent
authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (loi relative aux
prospectus pour valeurs mobilières) for the approval of this document as a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive (as defined herein). According to article 7 (7) of the Luxembourg Act dated
10th July, 2005, relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières), the
Commission de Surveillance du Secteur Financier does not assume any responsibility as to the economical and
financial soundness of the operation or the quality or solvency of the Issuer or the Guarantor. Application has also
been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12
months from the date of publication of this Base Prospectus to be admitted to trading on the Regulated Market of
the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange.

KBC INTERNATIONALE FINANCIERINGSMAATSCHAPPIJ N.V.
(KBC IFIMA N.V.)
(Incorporated with limited liability in The Netherlands)
Unconditionally and irrevocably guaranteed by KBC Bank NV
(Incorporated with limited liability in Belgium)
25,000,000,000
Wholesale Euro Medium Term Note Programme
Under this 25,000,000,000 Euro Medium Term Note Programme (the "Programme"), KBC Internationale Financieringsmaatschappij N.V. (the "Issuer" or "KBC IFIMA N.V.") may from
time to time issue notes that are guaranteed by the Guarantor (the "Notes", which term shall include Notes that are guaranteed on an unsubordinated basis ("Guaranteed Notes"), as such terms
are defined below) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below). Any Notes issued under the Programme on or after the date of this
Base Prospectus are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Base Prospectus.
The payments and, where applicable, delivery of all amounts due in respect of the Notes will be guaranteed by KBC Bank NV (the "Guarantor") pursuant to a deed of guarantee dated 27 June
2012 as amended and/or supplemented and/or restated from time to time (the "Guarantee") executed by the Guarantor.
The maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed 25,000,000,000 (or its equivalent in other currencies calculated as described in the
Programme Agreement (as defined under "Subscription and Sale")).
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from
time to time, which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers").
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 10th July, 2005
relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) for the approval of this document as a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC, as amended (the "Prospectus Directive"). According to article 7 (7) of the Luxembourg Act dated 10th July, 2005, relating to prospectuses for securities (loi relative aux prospectus
pour valeurs mobilières), the Commission de Surveillance du Secteur Financier does not assume any responsibility as to the economical and financial soundness of the operation or the quality
or solvency of the Issuer or the Guarantor. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of 12 months from the
date of publication of this Base Prospectus to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock
Exchange. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes are intended to be admitted to trading on the Luxembourg Stock
Exchange's regulated market and are intended to be listed on the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
Directive 2004/39/EC.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are
applicable to each Tranche of Notes will be set forth in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Luxembourg Stock Exchange, will be filed
with the CSSF.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the
relevant Dealer(s). In the case of Notes which are (i) to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member State other
than the regulated market of the Luxembourg Stock Exchange (a "Host Member State"); or (ii) offered to the public in a Host Member State, the Issuer will request that the CSSF delivers to the
competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn up in accordance
with the Prospectus Directive and, if so required by the relevant Host Member State, a translation of the overview set out in this Base Prospectus. The Issuer may also issue unlisted Notes
and/or Notes not admitted to trading on any market.
The Notes of each Tranche will initially be represented by a temporary global Note (a "Temporary Global Note") which will be delivered on or prior to the issue date thereof to a common
safekeeper (the "Common Safekeeper") or a common depositary (the "Common Depositary"), as the case may be, in either case for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), and/or any other agreed clearance system which will be exchangeable, as specified in the applicable Final Terms, for a permanent
global Note (a "Permanent Global Note") upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A Permanent Global Note will be exchangeable for
definitive Notes, either upon request or only upon the occurrence of an Exchange Event, all as further described in "Form of the Notes" below.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in the case of Notes intended to be
listed or admitted to trading, as the case may be, on a stock exchange) a Supplement to this Base Prospectus, if appropriate, will be made available which will describe the effect of the
agreement reached in relation to such Notes.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to relevant
Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended, (the "CRA Regulation") will be
disclosed in the applicable Final Terms.
Prospective purchasers of Notes should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of
the relevant Notes as an investment in the light of their own circumstances and financial condition. Certain issues of Notes involve a high degree of risk and potential investors
should be prepared to sustain a loss of all or part of their investment. It is the responsibility of prospective purchasers to ensure that they have sufficient knowledge, experience and
professional advice to make their own legal, financial, tax, accounting and other business evaluation of the merits and risks of investing in the Notes and are not relying on the advice
of the Issuer, the Guarantor or any Dealer in that regard. See "Risk Factors" below. An investment in Notes linked to one or more Reference Items may entail significant risks not
associated with investments in a conventional debt security. Such Notes may be principal protected or, alternatively, the principal invested in such notes may be at risk. If the notes
are principal protected, such protection is nevertheless dependent on the Issuer complying with its obligations with respect to the Notes. If the Notes are not principal protected, the
amount paid by the Issuer on redemption of the notes may be less than the nominal amount of the Notes, together with any accrued interest, and may in certain circumstances be
zero. In addition any applicable Final Terms may contain specific risk factors relating to the relevant issue of Notes.

Arranger
KBC Bank
Dealers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
BofA Merrill Lynch
Citi
Commerzbank
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P.Morgan
KBC Bank
KBL European Private Bankers S.A.
Nomura
Santander Global Banking & Markets
UBS Investment Bank

The date of this Base Prospectus is 27 June 2012.

The Notes have not been and will not be registered under the United States Securities Act 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 (see "Subscription and Sale"
below).
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars, those to "£" and
"Sterling" refer to pounds sterling, and those to "euro" or "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended.
All references in this document to "KBC Bank Group" refer to KBC Bank NV together with its subsidiaries
and all references in this document to "Group" refer to KBC Group NV together with its subsidiaries. This
Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Each of the Issuer and the Guarantor (together the "Responsible Persons") accepts responsibility for the
information contained in this Base Prospectus. To the best of the knowledge and belief of the Issuer and the
Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in
this Base Prospectus is in accordance with the facts and contains no omissions likely to affect its import.
The applicable Final Terms will (if applicable) contain information relating to any underlying equity
security, index, inflation index, commodity, commodity index, currency, debt security or fund interest
(each a "Reference Item") to which the relevant Notes relate and which is contained in such Final
Terms. However, unless otherwise expressly stated in a Final Terms, any information contained therein
relating to a Reference Item will only consist of extracts from, or summaries of, information contained
in financial and other information released publicly by the issuer, owner or sponsor, as the case may be,
of such Reference Item. Each of the Issuer and the Guarantor will, unless otherwise expressly stated in
the applicable Final Terms, confirm that such extracts or summaries have been accurately reproduced
and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner
or sponsor, as the case may be, of such Reference Item, no facts have been omitted that would render
the reproduced inaccurate or misleading.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated and form part of this Base Prospectus.
To the fullest extent permitted by law, none of the Dealers accept any responsibility for the contents of this
Base Prospectus or for any other statement, made or purported to be made by the Dealer or on its behalf in
connection with the Issuer, the Guarantor, or the issue and offering of the Notes. Each Dealer accordingly
disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to in this
section) which it might otherwise have in respect of this Base Prospectus or any such statement. The
statements made in this paragraph are made without prejudice to the responsibility of the Issuer and the
Guarantor under the Programme.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other information supplied in connection with the Programme
or the Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or the Guarantor or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer, the Guarantor or any of the Dealers that
any recipient of this Base Prospectus or any other information supplied in connection with the Programme or

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of any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and/or the Guarantor. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or any Notes constitutes an offer by or on behalf of the Issuer or
the Guarantor or any of the Dealers to any person to subscribe for or to purchase any Notes.
The delivery of this Base Prospectus does not at any time imply that the information contained herein
concerning the Issuer and/or the Guarantor is correct at any time subsequent to the date hereof or that any
other information supplied in connection with the Programme is correct as of any time subsequent to the date
indicated in the document containing the same. The Dealers expressly do not undertake to review the financial
condition or affairs of the Issuer or the Guarantor during the life of the Programme. Investors should review,
inter alia, the documents incorporated herein by reference when deciding whether or not to purchase any
Notes.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. In particular, this Base Prospectus has not been submitted for clearance to the Autorité des
marchés financiers.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The Issuer, the Guarantor and the Dealers do not represent that this document may be lawfully distributed, or
that any Notes 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, unless specifically intended to the contrary in the
applicable Final Terms, no action has been taken by the Issuer, the Guarantor or the Dealers which is intended
to permit a public offering of any Notes or distribution of this document in any jurisdiction where action for
that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Base 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 Base Prospectus or any Notes come must inform themselves
about, and observe any such restrictions. In particular, there are restrictions on the distribution of this Base
Prospectus and the offer or sale of Notes in the United States, the United Kingdom, Spain, Japan, France, The
Netherlands, Italy, the Czech Republic, Poland, the Grand Duchy of Luxembourg, Hong Kong, the Republic
of Singapore, Korea, Hungary and Slovakia (see "Subscription and Sale" below).

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TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME .............................................................................................................. 4
RISK FACTORS ...............................................................................................................................................14
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................45
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................48
FORM OF THE NOTES ...................................................................................................................................49
FORM OF FINAL TERMS ...............................................................................................................................51
TERMS AND CONDITIONS OF THE NOTES ............................................................................................107
USE OF PROCEEDS ......................................................................................................................................235
FORM OF THE GUARANTEE .....................................................................................................................236
DESCRIPTION OF THE ISSUER .................................................................................................................241
DESCRIPTION OF THE GUARANTOR ......................................................................................................247
TAXATION .....................................................................................................................................................284
SUBSCRIPTION AND SALE ........................................................................................................................293
GENERAL INFORMATION ..........................................................................................................................300

_______________________

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as 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 any
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 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
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.

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OVERVIEW OF THE PROGRAMME
The following overview is qualified in its entirety by the remainder of this Base Prospectus.
Information relating to the Issuer and the Guarantor
Issuer:
KBC Internationale Financieringsmaatschappij N.V. (a wholly
owned subsidiary of the Guarantor) incorporated in The
Netherlands.
Business of the Issuer:
The Issuer assists in the financing of the activities of companies
belonging to the KBC Bank Group.
Guarantor:
KBC Bank NV (a wholly-owned subsidiary of KBC Group NV)
incorporated in Belgium.
Business of the Guarantor:
The Guarantor is a multi-channel bank whose core business is
retail and private bancassurance. In its two home markets
(Belgium and Central and Eastern Europe), the Guarantor has a
very important and (in some cases) a leading position. In the rest
of the world, the Guarantor has a selective presence in certain
countries or areas.
Risk Factors:
There are certain factors which may affect the Issuer's and/or the

Guarantor's ability to fulfil their respective obligations under the
Notes issued under the Programme. These include (i) risks
relating to economic activity in the markets in which it operates
and (ii) risks relating to its business activities, including credit
risk, market risk, operational risk and liquidity risk.

Notes may involve a high degree of risk.

There are certain factors which are material for the purpose of
assessing the risks associated with investing in any issue of
Notes, which include, without limitation, the fact that Notes are
unsecured obligations of the Issuer, that there may be a time lag
between valuation and settlement in relation to a Note or
potential conflicts of interest, that market disruptions or other
events may occur in respect of the particular Reference Item(s)
to which the amounts payable and/or deliverable, as the case
may be, in respect of the relevant Notes may relate, as specified
in the applicable Final Terms, that there may be taxation risks,
that there may be illiquidity of the Notes in the secondary
market, that there may be the risk that performance of the
Issuer's obligations under the Notes may become illegal, that
there may be exchange rate risks and exchange controls and that
the market value of the Notes may be affected by the
creditworthiness of the Issuer and/or the Guarantor and a number
of additional factors.

In addition, prospective investors in Reference Item Linked
Notes (as defined on page 25) should understand the risks of
transactions involving Reference Item Linked Notes and should

4

reach an investment decision only after careful consideration,
with their advisers, of the suitability of such Reference Item
Linked Notes in light of their particular financial circumstances,
the information set forth herein and the information regarding
the relevant Reference Item Linked Notes and the particular
Reference Item(s) to which the value of, or payments in respect
of, the relevant Reference Item Linked Notes may relate, as
specified in the applicable Final Terms.

Where the applicable Final Terms specify one or more Reference
Item(s), the relevant Notes will represent an investment linked to
the performance of such Reference Item(s) and prospective
investors should note that the return (if any) on their investment
in the Notes will depend upon the performance of the relevant
Reference Item(s). Potential investors in any such Notes should
be aware that the Notes may not be principal protected and even
if Notes are principal protected, principal may still be at risk if
the Issuer does not perform its obligations with respect to the
Notes.

See "Risks related to the structure of a particular issue of Notes"
in "Risk Factors".

PROSPECTIVE INVESTORS MUST REVIEW THE
APPLICABLE FINAL TERMS TO ASCERTAIN WHAT
THE RELEVANT REFERENCE ITEM(S) ARE AND TO
SEE HOW ANY CASH AMOUNTS ARE PAYABLE AND
HOW ANY PERIODIC INTEREST PAYMENTS ARE
DETERMINED AND WHEN ANY SUCH AMOUNTS ARE
PAYABLE, BEFORE MAKING ANY DECISION TO
PURCHASE ANY REFERENCE ITEM LINKED NOTES.

Information relating to the Programme
Description:
Euro Medium Term Note Programme
Arranger:
KBC Bank NV
Dealers:
Banca IMI S.p.A.

Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander, S.A.

BNP PARIBAS

Citigroup Global Markets Limited

Commerzbank Aktiengesellschaft

Daiwa Capital Markets Europe Limited

Goldman Sachs International

HSBC Bank plc

J.P. Morgan Securities Ltd.

5

KBC Bank NV

KBL European Private Bankers S.A.

Merrill Lynch International

Nomura International plc

UBS Limited
Issuing, Listing and Principal Paying
KBL European Private Bankers S.A.
Agent:
Size:
Up to 25,000,000,000 (or its equivalent in other currencies).
The Issuer and the Guarantor may also increase the amount of
the Programme.
Distribution:
Distribution by way of private placement and on a syndicated or
non-syndicated basis.
Currencies:
Such currencies as may be specified in the applicable Final
Terms.
Maturities:
Such maturities as may be specified in the applicable Final
Terms.

However, Notes having a maturity of less than one year will, if
the proceeds of the issue are accepted in the United Kingdom,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 (the "FSMA") and so may only
be issued to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see
"Subscription and Sale".
Issue Price:
Notes may be issued on a fully paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form.
Terms of the Notes:
Notes may be issued:

(i) which bear interest at a fixed or floating rate or at a variable
rate calculated by reference to one or more underlyings or
bases of reference, including, but not limited to
commodities, indices, commodity indices, equities,
fundinterests, inflation indices, currencies and the credit of
one or more specified entities (each a "Reference Item");
(ii) which do not bear interest; and
(iii) the redemption amount of which is calculated by reference
to one of more Reference Items.
Notes may be issued which have a combination of the foregoing.

Interest periods, interest rates and the terms of and/or amounts
payable or deliverable on redemption may differ depending on
the Notes being issued and such terms will be specified in the
applicable Final Terms.

Summary details of the terms of different types of Notes are

6

provided below. Prospective investors should, however, review
the "Terms and Conditions of the Notes" (the "Conditions") and
the applicable Final Terms to ascertain whether and how such
provisions apply to the Notes.
Maximum/Minimum Rate of Interest:
If a Maximum Rate of Interest is specified, the maximum rate of
interest that will be payable under the Notes will be provided in
the applicable Final Terms and the rate of interest will be capped.
If a Minimum Rate of Interest is specified, the minimum rate of
interest that will be payable under the Notes will be provided in
the applicable Final Terms and the rate of interest will be
floored.
If both a Maximum Rate of Interest and a Minimum Rate of
Interest is specified, both the maximum and minimum rate of
interest that will be payable under the Notes will be provided in
the applicable Final Terms and the rate of interest will be subject
to a collar.
Interest Multiplier:
If an Interest Multiplier (other than 100 per cent.) is specified,
the rate of interest for an interest period will be multiplied by the
specified percentage.
Change of Interest/Payment Basis:
Notes may be converted from one interest and/or payment basis
to another if so provided in the applicable Final Terms.
Index Linked Notes:
Payments (whether in respect of principal or interest) in respect
of such Notes will be made by reference to a single index or a
basket of indices and/or such formula as specified in the
applicable Final Terms or the Conditions.

If an Index Adjustment Event occurs, the Notes may be subject
to adjustment, the index the subject of such an event may be
substituted by a replacement index or the Issuer may redeem the
Notes.
Equity Linked Notes:
Payments (whether in respect of principal or interest) in respect
of such Notes will be calculated by reference to a single equity
security or a basket of equity securities on such terms as
specified in the applicable Final Terms or the Conditions.

If Potential Adjustment Events are specified as applying in the
applicable Final Terms, upon the occurrence of the relevant
event, the Notes may be subject to adjustment or the equity
security the subject of such an event may be substituted by a
replacement equity security.

If De-listing, Merger Event, Nationalisation and Insolvency
and/or Tender Offer are specified as applying in the applicable
Final Terms, upon the occurrence of the relevant event, the Notes
may be subject to adjustment, the equity security the subject of
such an event may be substituted by a replacement equity
security or the Notes may be redeemed.
Fund Linked Notes:
Payments in respect of interest will be calculated by reference to

7