Bond Volva Treasury AB 4.2% ( XS1150673892 ) in EUR

Volva Treasury AB

100 % ▼

Sweden

XS1150673892 ( in EUR )

4.2% per year ( payment 1 time a year)

09/06/2075

Prospectus brochure of the bond Volvo Treasury AB XS1150673892 en EUR 4.2%, maturity 09/06/2075

100 000 EUR

900 000 000 EUR

10/06/2026 ( In 82 days )

Volvo Treasury AB is the central treasury function for the Volvo Group, responsible for managing global financial risk, liquidity, and capital.

The Bond issued by Volva Treasury AB ( Sweden ) , in EUR, with the ISIN code XS1150673892, pays a coupon of 4.2% per year.
The coupons are paid 1 time per year and the Bond maturity is 09/06/2075

PROSPECTUS DATED 8 DECEMBER 2014

Volvo Treasury AB (publ)
(Incorporated with limited liability under the laws of Sweden)
under the guarantee of
AB Volvo (publ)
(Incorporated with limited liability under the laws of Sweden)

900,000,000 Subordinated Fixed to Reset Rate 5.5 year Non-Call Capital Securities due 2075
(the "5.5 year Non-Call Capital Securities") and
600,000,000 Subordinated Fixed to Reset Rate 8.25 year Non-Call Capital Securities due 2078
(the "8.25 year Non-Call Capital Securities", together with the 5.5 year Non-Call Capital Securities,
the "Capital Securities")

Issue Price of the 5.5 year Non-Call Capital Securities: 99.781 per cent.
Issue Price of the 8.25 year Non-Call Capital Securities: 99.855 per cent.

The Capital Securities are issued by Volvo Treasury AB (publ) (the "Issuer") and unconditionally and irrevocably
guaranteed (the "Guarantee") on a subordinated basis by AB Volvo (publ) (the "Guarantor"). The Capital
Securities will be in bearer form in the denomination of 100,000 and integral multiples of 1,000 in excess thereof
up to and including 199,000.
Interest on the 5.5 year Non-Call Capital Securities will be payable (subject as provided herein) annually in arrear on
10 June of each year (with the first payment of interest being due on 10 June 2015 in respect of the period from (and
including) 10 December 2014 (the "5.5 year Non-Call Issue Date") to (but excluding) 10 June 2015), up to and
including 10 June 2075 (the "5.5 year Non-Call Maturity Date"). In relation to any Interest Period from and
including the 5.5 year Non-Call Issue Date, to but excluding 10 June 2020 (the "5.5 year Non-Call First Reset
Date"), the interest rate in respect of the 5.5 year Non-Call Capital Securities will be 4.20 per cent. per annum. The
interest rate in respect of the 5.5 year Non-Call Capital Securities for each Interest Period from and including any
Reset Date (including the 5.5 year Non-Call First Reset Date) to but excluding the next Reset Date (each a "5.5 year
Non-Call Reset Period") will be the aggregate of the relevant Margin and the 5 Year Euro Mid-Swap Rate for such
5.5 year Non-Call Reset Period, as determined by the Calculation Agent. Capitalised terms used in this paragraph
shall have the meaning given to them in the Terms and Conditions of the 5.5 year Non-Call Capital Securities.
Interest on the 8.25 year Non-Call Capital Securities will be payable (subject as provided herein) annually in arrear
on 10 March of each year, up to and including 10 March 2078 (the "8.25 year Non-Call Maturity Date"), with the
first payment being due on 10 March 2015. In relation to any Interest Period from and including 10 December 2014
(the "8.25 year Non-Call Issue Date", together with the 5.5 year Non-Call Issue Date, the "Issue Date"), to but
excluding 10 March 2023 (the "8.25 year Non-Call First Reset Date"), the interest rate in respect of the 8.25 year
Non-Call Capital Securities will be 4.850 per cent. per annum. The interest rate in respect of the 8.25 year Non-Call
Capital Securities for each Interest Period from and including any Reset Date (including the 8.25 year Non-Call First
Reset Date) to but excluding the next Reset Date (each a "8.25 year Non-Call Reset Period") will be the aggregate
of the relevant Margin and the 5 Year Euro Mid-Swap Rate for such 8.25 year Non-Call Reset Period, as determined
by the Calculation Agent. Capitalised terms used in this paragraph shall have the meaning given to them in the Terms
and Conditions of the 8.25 year Non-Call Capital Securities (together with the Terms and Conditions of the 5.5 year
Non-Call Capital Securities, the "Conditions").
Payments of interest on the Capital Securities may, at the option of the Issuer, be deferred, as set out in the
Conditions.
The Issuer will have the right to redeem (i) the 5.5 year Non-Call Capital Securities in whole, but not in part, on the
5.5 year Non-Call First Reset Date, the 2025 Step-up Date or on any Interest Payment Date thereafter (each as
defined in the Terms and Conditions of the 5.5 year Non-Call Capital Securities) and (ii) the 8.25 year Non-Call
Capital Securities in whole, but not in part, on the 8.25 year Non-Call First Reset Date, the 2028 Step-up Date or on
any Interest Payment Date thereafter (each as defined in the Terms and Conditions of the 8.25 year Non-Call Capital
Securities). The Issuer may also redeem the Capital Securities upon the occurrence of a Tax Deductibility Event, a
Substantial Repurchase Event, a Rating Event or a Withholding Tax Event. The Issuer may also vary the terms of, or
as the case may be, substitute the Capital Securities, as set out in the Conditions.
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 relating to prospectuses for securities, as
amended (the "Luxembourg Prospectus Act"), for the approval of this Prospectus as a prospectus for the purposes

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of Article 5.3 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). Application has also been made to
the Luxembourg Stock Exchange for the Capital Securities to be listed on the Official List of the Luxembourg Stock
Exchange (the "Official List") and admitted to trading on the Luxembourg Stock Exchange's regulated market. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC of
the European Parliament and of the Council on markets in financial instruments. Pursuant to Article 7(7) of the
Luxembourg Prospectus Act, by approving this Prospectus, the CSSF gives no undertaking as to the economic and
financial soundness of the Capital Securities to be issued hereunder and the quality or solvency of the Issuer.
The Capital Securities are expected to be rated Ba1 by Moody's Investor Services Ltd. ("Moody's") and BB+ by
Standard & Poor's Ratings Services ("S&P"). A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Each of S&P
and Moody's is established in the European Union and is registered under Regulation (EC) No 1060/2009 as amended
(the "CRA Regulation") and is included in the list of registered credit rating agencies published on the website of the
European Securities and Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
Each of the 5.5 year Non-Call Capital Securities and the 8.25 year Non-Call Capital Securities will initially be in the
form of a temporary global security (the "Temporary Global Capital Security"), without interest coupons, which
will be deposited on or about the Issue Date with a common depositary for Euroclear Bank S.A./N.V., as operator of
the Euroclear System, ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Interests in the Temporary Global Capital Security will be exchangeable for interests in a permanent global security
(the "Permanent Global Capital Security" and, together with the Temporary Global Capital Security, the "Global
Capital Securities"), without interest coupons, on or after 19 January 2015 (the "Exchange Date"), upon
certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Capital Security will be
exchangeable for Capital Securities in definitive form only in certain limited circumstances. See "Summary of
Provisions relating to the Capital Securities in Global Form".
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this
Prospectus.
Structuring Advisers and Global Co-ordinators

Citigroup
HSBC

Joint Bookrunners

BNP PARIBAS
Citigroup

Deutsche Bank
HSBC
Nordea
SEB

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IMPORTANT INFORMATION
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference and shall be read and construed on the basis that such documents are incorporated by
reference in, and form part of this Prospectus (see "Documents Incorporated by Reference" below).
Save for the Issuer and the Guarantor, no other party has verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and
no responsibility is accepted by the Joint Bookrunners or the Trustee as to the accuracy or
completeness of the information contained in this Prospectus or any other information provided by
the Issuer and/or the Guarantor. Neither the Joint Bookrunners nor the Trustee accept any liability
in relation to the information contained in this Prospectus or any other information provided by
the Issuer and/or the Guarantor in connection with the Capital Securities.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection
with the Capital Securities and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer, the Guarantor, any of the Joint Bookrunners
or the Trustee.
Neither this Prospectus nor any other information supplied in connection with the Capital
Securities (i) is intended to provide the basis of any credit or other evaluation or (ii) should be
considered as a recommendation by the Issuer, the Guarantor, any of the Joint Bookrunners or the
Trustee that any recipient of this Prospectus or any other information supplied in connection with
the Capital Securities should purchase any Capital Securities. Each investor contemplating
purchasing any Capital Securities 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 Prospectus nor any other information supplied in connection with the
Capital Securities constitutes an offer or invitation by or on behalf of the Issuer or the Guarantor
or any of the Joint Bookrunners to any person to subscribe for or to purchase any Capital
Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Capital Securities
shall in any circumstances 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 Capital Securities is correct as of any time subsequent
to the date indicated in the document containing the same. The Joint Bookrunners and the Trustee
expressly do not undertake to review the financial condition or affairs of the Issuer and/or the
Guarantor during the life of the Capital Securities. Investors should review, inter alia, the most
recent financial statements, if any, of the Issuer and the Guarantor when deciding whether or not to
purchase any Capital Securities.
IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND
OFFERS OF CAPITAL SECURITIES GENERALLY
The distribution of this Prospectus and the offer or sale of Capital Securities may be restricted by
law in certain jurisdictions. The Issuer, the Guarantor, the Joint Bookrunners and the Trustee do
not represent that this document may be lawfully distributed, or that the Capital Securities 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,
the Guarantor, the Joint Bookrunners or the Trustee which would permit a public offering of the
Capital Securities or distribution of this document in any jurisdiction where action for that purpose
is required. Accordingly, the Capital Securities may not 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 and the Joint Bookrunners have represented that all offers and

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sales by them will be made on the same terms. Persons into whose possession this Prospectus or any
Capital Securities come must inform themselves about, and observe, any such restrictions. In
particular, there are restrictions on the distribution of this Prospectus and the offer or sale of
Capital Securities in the United States, the United Kingdom, France and Sweden (see "Subscription
and Sale" below).
PRESENTATION OF INFORMATION
All references in this document to "SEK" refer to Swedish krona, , those to "USD", "U.S. dollars"
and "U.S.$" refer to United States dollars and those to "euro", "EUR" and "" 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.
STABILISATION
In connection with the issue of the Capital Securities, Citigroup Global Markets Limited (the
"Stabilising Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) may over-allot
Capital Securities or effect transactions with a view to supporting the market price of the Capital
Securities 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 action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Capital Securities 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 Capital Securities and 60 days after the date of the allotment of the Capital Securities. 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
regulations.
RESPONSIBILITY STATEMENT
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this
Prospectus. To the best of the knowledge of the Issuer and the Guarantor (each 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 contains no omission likely to affect its import.

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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 6
GENERAL DESCRIPTION OF THE CAPITAL SECURITIES .............................................................. 16
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 26
TERMS AND CONDITIONS OF THE 5.5 YEAR NON-CALL CAPITAL SECURITIES ..................... 28
TERMS AND CONDITIONS OF THE 8.25 YEAR NON-CALL CAPITAL SECURITIES .................. 47
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES IN GLOBAL FORM . 66
USE OF PROCEEDS ................................................................................................................................. 68
DESCRIPTION OF THE ISSUER............................................................................................................. 69
DESCRIPTION OF THE GUARANTOR ................................................................................................. 71
TAXATION ............................................................................................................................................... 80
SUBSCRIPTION AND SALE ................................................................................................................... 84
GENERAL INFORMATION .................................................................................................................... 86

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RISK FACTORS
The following are certain risk factors of the offering of the Capital Securities of which prospective
investors should be aware. Prior to making an investment decision, prospective investors should consider
carefully all of the information set out in this Prospectus, including in particular the risk factors detailed
below. This description is not intended to be exhaustive and prospective investors should make their own
independent evaluations of all risk factors and should also read the detailed information set out
elsewhere in this Prospectus.
The terms defined in the Conditions shall have the same meaning where used below.
Factors that may affect the Issuer's ability to fulfil its obligations in respect of the Capital Securities
The Issuer is a unit within the Volvo Group (the "Volvo Group" is defined as the Guarantor and its
subsidiaries). The Issuer is acting as internal bank for the Volvo Group. The Issuer is responsible for all
interest-bearing assets and liabilities as well as all foreign exchange and funding operations within the
Volvo Group. The Issuer's operations are carried out according to centrally determined risk mandates and
limits designed to minimise the credit currency, interest rate and liquidity risks to which the Volvo Group
is exposed.
In conducting its operations, The Issuer is exposed to various types of financial risks. One of the risks that
can affect the Issuer's obligations in respect of the Capital Securities is credit risk; a counterparty's failure
to fulfil its contractual obligations under deposit arrangements, loan agreements and/or derivatives
contracts. Other risks that can be encountered are currency risk, interest rate risk and liquidity risk. These
risks should, however, be mitigated through the Guarantee (as defined in the Conditions) issued by the
Guarantor in which the Guarantor undertakes to assume responsibility for the Issuer's payment
obligations under the Capital Securities.
Factors that may affect the Guarantor's ability to fulfil its obligations under the Guarantee
All business operations involve risk managed risk-taking is a condition of maintaining a sustained
favourable profitability
Risk may be due to events in the world and can affect a given industry or market. Risk can be specific to a
single company. At the Volvo Group, work is carried out daily to identify, measure and manage risk in
some cases the Volvo Group can influence the likelihood that a risk-related event will occur. In cases in
which such events are beyond the Volvo Group's control, the Volvo Group strives to minimise the
consequences.
The risks to which the Volvo Group is exposed are classified into three main categories: External-related
risks such as the cyclical nature of the commercial vehicles business, intense competition, changes in
prices for commercial vehicles and government regulations; Financial risks such as currency fluctuations,
interest level fluctuations, valuations of shares or similar instruments, credit risk and liquidity risk; and
Operational risks such as market reception of new products, reliance on suppliers, protection and
maintenance of intangible assets, complaints and legal actions by customers and other third parties and
risk related to human capital.
Short-term risk factors
An increase in demand could potentially result in delivery disturbances due to suppliers' financial
instability or shortage of resources.
Uncertainty regarding customers' access to the financing of products in emerging markets might have a
negative impact on demand.
Volvo verifies annually, or more frequently if necessary, the goodwill value of its business areas and
other intangible assets for possible impairment. The size of the surplus value differs between the business
areas and they are, to a varying degree, sensitive to changes in the business environment. Instability in the
business recovery and volatility in interest and currency rates may lead to indications of impairment.
The reported amounts for contingent liabilities reflect a part of Volvo's risk exposure. Total contingent
liabilities as of 30 September 2014, amounted to SEK 16.2 billion compared to SEK 17.3 billion as of 31

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December 2013. A significant part of the contingent liabilities are related to credit guarantees issued as a
result of sales in emerging markets, in particular sales of construction equipment in China. The gross
exposure of SEK 16.2 billion is partly reduced by counter guarantees and collaterals. Please refer to the
Volvo Group Annual Report 2013 note 24 and pages 78 and 79 under the heading 'Litigation' for a
description of the nature of contingent liabilities including information on the legal proceedings and
investigations that the Group is currently involved in and subject to.
General risks
External-related risks
The commercial vehicles industry is cyclical
The Volvo Group's markets undergo significant changes in demand as the general economic environment
fluctuates. Investments in infrastructure, major industrial projects, mining and housing construction all
impact the Volvo Group's operations as its products are central to these sectors. Adverse changes in the
economic conditions for the Volvo Group's customers may also impact existing order books through
cancellations of previously placed orders. The cyclical demand for the Volvo Group's products makes the
financial result of the operations dependent on the Volvo Group's ability to react to changes in demand,
and in particular to its ability to adapt production levels and production and operating expenses.
Intense competition
Continued consolidation in the industry is expected to create fewer but stronger competitors. The Volvo
Group's major competitors are Daimler, Iveco, MAN, Navistar, Paccar, Scania, Sinotruk, Brunswick,
Caterpillar, CNH, Cummins, Deere, Hitachi, Komatsu and Terex. In recent years, new competitors have
emerged in Asia, particularly in China. These new competitors are mainly active in their domestic
markets, but are expected to increase their presence in other parts of the world.
Prices may change
The prices of commercial vehicles have, at times, changed considerably in certain markets over a short
period. This instability is caused by several factors, such as short-term variations in demand, shortages of
certain component products, uncertainty regarding underlying economic conditions, changes in import
regulations, excess inventory and increased competition. Overcapacity within the industry can occur if
there is a lack of demand, potentially leading to increased price pressure.
Extensive government regulation
Regulations regarding exhaust emission levels, noise, safety and levels of pollutants from production
plants are extensive within the industry.
Most of the regulatory challenges regarding products relate to reduced engine emissions. The Volvo
Group is a significant player in the commercial vehicle industry and one of the world's largest producers
of heavy-duty diesel engines. The product development capacity within the Volvo Group is well
consolidated to be able to focus resources for research and development to meet tougher emission
regulations. Future product regulations are well known, and the product development strategy is well
tuned to the introduction of new regulations.
Financial risks
In its operations, the Volvo Group is exposed to various types of financial risks. Group-wide policies,
which are updated and decided upon annually, form the basis of each Volvo Group company's
management of these risks. The objectives of the Volvo Group's policies for management of financial
risks are to optimise the Volvo Group's capital costs by utilising economies of scale, to minimise negative
effects on income as a result of changes in currency or interest rates, to optimise risk exposure and to
clarify areas of responsibility. Monitoring processes and controls, which ensure that established policies
are adhered to, are continuously employed. Information about key aspects of the Volvo Group's system
for internal controls and risk management in conjunction with the financial reporting is provided in the
Corporate Governance Report. Most of the Volvo Group's financial transactions are carried out through
the in-house bank of the Volvo Group: Volvo Treasury. Volvo Treasury conducts its operations within

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established risk mandates and limits. Customer credit risks are mainly managed by the different business
areas.
The nature of the various financial risks and objectives and the policies for the management of these risks
are described in detail in notes 4 and 30 in the Volvo Group Annual Report 2013 incorporated by
reference in this Prospectus (see "Documents Incorporated by Reference" herein). Various aspects of
financial risk are described briefly in the following paragraphs. The Volvo Group's accounting policies
for financial instruments are described in note 30 in the Volvo Group Annual Report 2013. The overall
impact on a company's competitiveness is also affected, however, by how various macro-economic
factors interact.
Interest-related risk
Interest-related risk includes risks that changes in interest rates will impact the Volvo Group's income and
cash flow (cash flow risks) or the fair value of financial assets and liabilities (price risks).
Currency-related risk
More than 90 per cent. of the net sales of the Volvo Group are generated in countries other than Sweden.
Changes in exchange rates have a direct impact on the Volvo Group's operating income, balance sheet
and cash flow, as well as an indirect impact on the Volvo Group's competitiveness, which over time
affects the Volvo Group's earnings.
Credit-related risk
An important part of the Volvo Group's credit risk is related to how the financial assets of the Volvo
Group have been placed. The majority are placed in Swedish Government Bonds and interest bearing
Bonds by Swedish real estate financing institutions.
Liquidity risk
The Volvo Group ensures its financial preparedness by always maintaining a certain portion of revenues
in liquid assets.
Market risk from investments in shares or similar instruments
The Volvo Group is indirectly exposed to market risks from shares and other similar instruments as a
result of managed capital transferred to independent pension plans being partly invested in instruments of
these types.
Operational risks
Profitability depends on successful new products
The Volvo Group's long-term profitability depends on its ability to successfully launch and market its
new products. Product life cycles continue to shorten, putting increased focus on the success of the Volvo
Group's product development.
Reliance on suppliers
The Volvo Group purchases raw materials, parts and components from numerous external suppliers. A
significant part of the Volvo Group's requirements for raw materials and supplies is filled by single-
source suppliers. The effects of delivery interruptions vary depending on the item or component. Certain
items and components are standard throughout the industry, whereas others are internally developed and
require unique tools that are time-consuming to replace.
The Volvo Group's costs for raw materials and components can vary significantly over a business cycle.
Cost variations may be caused by changes in world market prices for raw materials or by an inability of
the Volvo Group's suppliers to deliver.

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Intangible assets
The Guarantor owns or otherwise has rights to patents and brands that refer to the products the Volvo
Group manufactures and markets. These have been acquired over a number of years and are valuable to
the operations of the Volvo Group. The Guarantor does not consider that any of the Volvo Group's
operations are heavily dependent on any single patent or group of patents.
Through Volvo Trademark Holding AB, the Guarantor and Volvo Car Corporation jointly own the brand
"Volvo". The Guarantor has the exclusive right to use the "Volvo" name and trademark for its products
and services. Similarly, Volvo Car Corporation has the exclusive right to use the "Volvo" name and
trademark for its products and services.
The Volvo Group's rights to use the Renault brand are restricted to the truck operations only and are
regulated by a license from Renault s.a.s., which owns the Renault brand. The amount paid during 2013
to Renault s.a.s. for license fees amounted to SEK 5.2 million.
The Volvo Group's rights to use the Panhard brand are regulated by a license from Peugeot SA. The
amount paid during 2013 to Peugeot SA for license fees amounted to SEK 87,000.
Complaints and legal actions
The Volvo Group could be the target of complaints and legal actions initiated by customers, employees
and other third parties alleging health, environmental, safety or business related issues, or failure to
comply with applicable legislation and regulations. Information about legal proceedings involving entities
within the Volvo Group is found in the "Litigation" section of this Prospectus on pages 78 and 79. Even if
such disputes were to be resolved successfully, without having adverse financial consequences, they
could negatively impact the Volvo Group's reputation and take up resources that could be used for other
purposes.
Risk related to human capital
A decisive factor for the realisation of the Volvo Group's vision is its employees and their knowledge and
competence. Future development depends on the Volvo Group's ability to maintain its position as an
attractive employer. To this end, the Volvo Group strives for a work environment in which energy,
passion and respect for the individual are guiding principles. Every year a Group-wide survey is
conducted, and according to the survey the share of satisfied employees has been at a high level in recent
years.
Factors which are material for the purpose of assessing the market risks associated with the Capital
Securities
The Capital Securities may not be a suitable investment for all investors
The Capital Securities are complex financial instruments. Each potential investor in the Capital Securities
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the relevant
Capital Securities, the merits and risks of investing in the relevant Capital Securities and
the information contained or incorporated by reference in this Prospectus or any
applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the relevant Capital Securities and
the impact such investment will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in
the relevant Capital Securities, including where the currency for principal or interest
payments is different from the currency in which such investor's financial activities are
principally denominated;

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(iv)
understands thoroughly the terms of the relevant Capital Securities and be familiar with
the behaviour of any relevant financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that
may affect its investment and its ability to bear the applicable risks.
Prospective investors should consult their tax advisers as to the tax consequences of the purchase,
ownership and disposition of the Capital Securities.
Risks related to the Capital Securities generally
Set out below is a brief description of certain risks relating to the Capital Securities generally:
The Conditions contain provisions which may permit their modification without the consent of all
investors and confer significant discretions on the Trustee which may be exercised without the consent of
the Holders and without regard to the individual interests of particular Holders
The Conditions contain provisions for calling meetings of Holders to consider matters affecting their
interests generally. These provisions permit defined majorities to bind all Holders including Holders who
did not attend and vote at the relevant meeting and Holders who voted in a manner contrary to the
majority.
The Conditions also provide that the Trustee may, without the consent of Holders and without regard to
the interests of particular Holders agree to any modification of, or to the waiver or authorisation of any
breach or proposed breach of, any of the Conditions or any of the provisions of the Trust Deed which, in
the opinion of the Trustee, is not materially prejudicial to the interests of the Holders. In addition, the
Trustee may, without the consent of the Holders, agree with the Issuer and the Guarantor to the
substitution in place of the Issuer as the principal debtor under the Capital Securities or in place of the
Guarantor of certain entities described in Condition 16, subject to, inter alia, the Trustee being satisfied
that the interests of the Holders will not be materially prejudiced by the substitution and certain other
conditions set out in the Trust Deed being complied with, all as more fully described in Condition 16 and
the Trust Deed.
Withholding under the EU Directive on the Taxation of Savings Income
Under EC Council Directive 2003/48/EC (the "Taxation of Savings Income Directive") on the taxation
of savings income, Member States are required to provide to the tax authorities of another Member State
details of payments of interest (or similar income) paid or secured by a person within its jurisdiction to an
individual resident in that other Member State or to certain limited types of entities established in that
other Member State. However, for a transitional period, Luxembourg and Austria are instead required
(unless during that period they elect otherwise) to operate a withholding system in relation to such
payments (the ending of such transitional period being dependent upon the conclusion of certain other
agreements relating to information exchange with certain other countries). A number of non-EU countries
and territories including Switzerland have adopted similar measures (a withholding system in the case of
Switzerland).
In April 2013, the Luxembourg Government announced its intention to abolish the withholding system
with effect from 1 January 2015, in favour of automatic information exchange under the Taxation of
Savings Income Directive. On 18 March 2014, the Luxembourg Government submitted to the
Luxembourg Parliament Draft Bill N° 6668 on taxation of savings income. This Draft Bill is in line with
the announcement of the Luxembourg Government dated 10 April 2013.
The European Council formally adopted a Council Directive amending the Taxation of Savings Income
Directive on 24 March 2014 (the "Amending Directive"). The Amending Directive broadens the scope
of the requirements described above. Member States have until 1 January 2016 to adopt the national
legislation necessary to comply with the Amending Directive and are required to apply the new
requirements from 1 January 2017. The changes made under the Amending Directive include extending
the scope of the Taxation of Savings Income Directive to payments made to, or collected for, certain other
entities and legal arrangements. They also broaden the definition of "interest payment" to cover income
that is equivalent to interest.

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