Obbligazione HeinekenN 2.125% ( XS0811554962 ) in EUR

Emittente HeinekenN
Prezzo di mercato 100 EUR  ▼ 
Paese  Paesi Bassi
Codice isin  XS0811554962 ( in EUR )
Tasso d'interesse 2.125% per anno ( pagato 1 volta l'anno)
Scadenza 04/08/2020 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Heineken XS0811554962 in EUR 2.125%, scaduta


Importo minimo 100 000 EUR
Importo totale 1 000 000 000 EUR
Descrizione dettagliata Heineken è un'azienda multinazionale olandese produttrice di birra, nota a livello globale per il suo marchio eponymous.

The Obbligazione issued by HeinekenN ( Netherlands ) , in EUR, with the ISIN code XS0811554962, pays a coupon of 2.125% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 04/08/2020







BASE PROSPECTUS
(incorporated with limited liability in the Netherlands)
10,000,000,000
Euro Medium Term Note Programme
Under this 10,000,000,000 Euro Medium Term Note Programme (the "Programme"), Heineken N.V. (the "Issuer" or "Heineken")
may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant
Dealer(s) (as defined below). As at the date hereof, all Notes will be issued as unsubordinated obligations of the Issuer, as
described in "Terms and Conditions of the Notes ­ Condition 2". However, the Issuer may subsequently decide to issue Notes on a
subordinated basis in which case the provisions relating to such Notes will be set out in a supplement to this Base Prospectus as
completed by the relevant Final Terms (as defined herein).
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") as a
base prospectus issued in compliance with Directive 2003/71/EC as amended (the "Prospectus Directive") (which includes the
amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area) and relevant implementing measures in Luxembourg for the
purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months from the date
hereof. The CSSF is the Luxembourg competent authority for the purposes of the Prospectus Directive and relevant implementing
measures in Luxembourg. The CSSF assumes no responsibility for the economic and financial soundness of the transactions
contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act
2005.
Applications have been made for such Notes to be admitted during the period of twelve months from the date hereof to listing on the
Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in
Financial Instruments Directive").
The Programme also permits Notes to be issued that will not be admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or that may 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 between the Issuer and the relevant
Dealer(s).
The Notes have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes will be issued in
bearer form and are subject to U.S. tax law requirements. The Notes may not be offered, sold or delivered within the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability
of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" on pages 11 to 21 below.
The rating of certain Series of Notes to be issued under the Programme will 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
Final Terms.
Arranger
Credit Suisse
Dealers
ABN AMRO
Barclays Capital
BNP PARIBAS
Citigroup
Credit Suisse
HSBC
ING Commercial Banking
J.P. Morgan
7 March 2012


CONTENTS
Clause
PAGE
Important Notices...................................................................................................................................... 3
Summary.................................................................................................................................................. 6
Risk Factors ........................................................................................................................................... 11
Information Incorporated by Reference ................................................................................................... 22
General Description of the Programme ................................................................................................... 23
Forms of the Notes ................................................................................................................................. 24
Terms and Conditions of the Notes ......................................................................................................... 27
Use of Proceeds ..................................................................................................................................... 58
Forms of Final Terms.............................................................................................................................. 59
Heineken N.V. ........................................................................................................................................ 91
Selected Financial Information .............................................................................................................. 113
Taxation ............................................................................................................................................... 114
Subscription and Sale........................................................................................................................... 127
General Information .............................................................................................................................. 131
Glossary ............................................................................................................................................... 133
Financial Statements ............................................................................................................................ 135
2


IMPORTANT NOTICES
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive.
The Issuer accepts responsibility for the information contained in this Base Prospectus and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Base
Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to
affect the import of such information. This paragraph should be read in conjunction with the third paragraph
on page 4 of this Base Prospectus.
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and
Conditions of the Notes" (the "Conditions") as completed by a document specific to such Tranche called
final terms (the "Final Terms"). This Base Prospectus must be read and construed together with any
supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche
of Notes, must be read and construed together with the relevant Final Terms.
No person 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 document entered into in relation to the Programme or any
information supplied by the Issuer in connection with the Programme or any Notes and, if given or made,
such information or representation should not be relied upon as having been authorised by the Issuer, the
Trustee or any Dealer.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the
accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this
Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Base Prospectus is true
subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or, if
later, the date upon which this Base Prospectus has been most recently supplemented or that any other
information supplied in connection with the Programme is correct 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 Base Prospectus and any Final Terms and the offering, sale and delivery of the Notes
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any
Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe
any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on
the distribution of this Base Prospectus or any Final Terms and other offering material relating to any Notes,
see "Subscription and Sale". In particular, the Notes have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States.
The Notes will be issued in bearer form and are subject to U.S. tax law requirements. The Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S and by the U.S. Internal Revenue Code of 1986, as amended (the "Code") and by
U.S. Treasury regulations thereunder) except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and should not be considered as a recommendation by the Issuer, the Trustee, the
Dealers or any of them that any recipient of this Base Prospectus or any Final Terms should subscribe for or
purchase any Notes. Each recipient of this Base Prospectus or any Final Terms shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
3


The maximum aggregate nominal amount of Notes outstanding at any one time under the Programme will
not exceed 10,000,000,000 (and, for this purpose, any Notes denominated in another currency shall be
translated into euro at the date of the agreement to issue such Notes (calculated in accordance with the
provisions of the Dealer Agreement (as defined under "Subscription and Sale"))). The maximum aggregate
nominal amount of Notes which may be outstanding at any one time under the Programme may be
increased from time to time, subject to compliance with the relevant provisions of the Dealer Agreement.
This Base Prospectus has been prepared on the basis that, except to the extent subparagraph (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 contemplated in this Base 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 the 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 specifies that offers may be made other than pursuant to Article 3(2) of the
Prospectus Directive in that Relevant Member State, 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 and the Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent subparagraph (ii) above
may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer
of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement
a prospectus for such offer.
Any person (an "Investor") intending to acquire or acquiring any Notes from any person (an "Offeror")
should be aware that, in the context of an offer to the public as defined in the Prospectus Directive, the
Issuer may be responsible to the Investor for this Base Prospectus only if the Issuer is acting in association
with, or has authorised, that Offeror to make the offer to the Investor. Each Investor should therefore verify
with the Offeror whether or not the Offeror is acting in association with, or is authorised by, the Issuer. If the
Offeror is not acting in association with, or authorised by, the Issuer, the Investor should check with the
Offeror whether anyone is responsible for this Base Prospectus for the purposes of Article 6 of the
Prospectus Directive as implemented by the national legislation of each Member State of the European
Economic Area in the context of the offer to the public, and, if so, who that person is. If the Investor is in any
doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should
take legal advice.
Subject as provided in the relevant Final Terms, the only persons authorised to use this Base Prospectus in
connection with an offer of Notes are the persons named in the relevant Final Terms as the relevant Dealer
or the Managers and the persons named in or identifiable from the relevant Final Terms as the Financial
Intermediaries, as the case may be.
An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the
Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in
place between such Offeror and such Investor including as to price, allocations and settlement
arrangements. The Issuer will not be a party to any such arrangements with Investors (other than the
Arranger and the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base
Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at
the time of such offer for the provision of such information. The Issuer has no responsibility to an Investor in
respect of such information.
4


In this Base Prospectus, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "EUR" or "euro" are to the single 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, references to "£" and "Pounds sterling" are to the
lawful currency of the United Kingdom, references to "U.S. dollars", "U.S.$" and "USD" are to the lawful
currency of the United States of America and references to "CHF" and "Swiss Francs" are to the lawful
currency of Switzerland.
In this Base Prospectus, references to websites or uniform resource locators (URLs) are inactive textual
references and are included for information purposes only. The contents of any such website or URL shall
not form part of, or be deemed to be incorporated into, this Base Prospectus.
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
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 Stabilising Manager(s)
(or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and
rules.
5


SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Notes should be based on a consideration of this Base Prospectus as a whole, including any information
incorporated by reference. Following the implementation of the Prospectus Directive in each Member State
of the European Economic Area, no civil liability will attach to the Issuer in any such Member State solely on
the basis of this summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus, including any information incorporated by
reference. Where a claim relating to the information contained in this Base Prospectus is brought before a
court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of
the Member States, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.
Words and expressions defined in "Terms and Conditions of the Notes" below or elsewhere in this Base
Prospectus have the same meanings in this summary.
Issuer:
Heineken N.V.
Heineken is a leading international brewer, operating in more than
170 countries.
Heineken is a public company with limited liability (naamloze
vennootschap), operating under the laws of the Netherlands.
Heineken's shares are listed on NYSE Euronext in Amsterdam.
The Issuer is registered at the Chamber of Commerce of
Amsterdam, the Netherlands, under number 33011433 and its
registered office address is Tweede Weteringplantsoen 21, 1017
ZD, Amsterdam, the Netherlands. The Issuer's telephone number
is: +31 20 523 92 39. The Issuer's internet address
is: http://www.theheinekencompany.com.
With total consolidated beer volume* of 165 million hectolitres in
2011, Heineken is among the largest brewers in the world,
producing beer in more than 70 countries through its 140 breweries
and also through other brewers under licence. Heineken also has a
strong export business, which is carried out mainly from the
Netherlands, Mexico and Singapore. The production and sale of
beer represents Heineken's main source of income and cash flow.
The Issuer's principal international brand is Heineken but the
Heineken Group brews and sells more than 200 beers and ciders
including Amstel, Birra Moretti, Bulmer's, Cruzcampo, Desperados,
Dos Equis, Foster's, Newcastle Brown Ale, Ochota, Primus,
Sagres, Sol, Star, Strongbow, Tecate, Zlaty Bazant and ywiec.
Risk Factors:
Investing in Notes issued under the Programme involves certain
risks. The principal risk factors that may affect the ability of the
Issuer to fulfil its obligations under the Notes are discussed under
"Risk Factors" below and include the following: exposure to
reputation and product integrity issues, negative perception of
alcohol, decreases in beer consumption, volatility of input costs,
inherent risks in multinational operations, economic and political
instability in developing countries, changes in the economic


* Consolidated beer volume means 100 per cent. of beer volume produced and sold by fully consolidated companies excluding the beer
volume brewed and sold by joint venture companies.
6


condition and increased competition, risks relating to
reorganisations, further consolidation in the sector, acquisition and
business integration risk, discontinuity of supply, information
security, risks resulting from joint ventures and associates, natural
and other disasters, fluctuations in exchange rates, interest rate
risk, future financing requirements, pensions, changes in tax and
excise costs and increased exposure to litigation risk.
In addition, there are certain risks which are material for the
purpose of assessing the market risks associated with investing in
any Notes. These depend on the features and structure of the
relevant Series of Notes and may include illiquidity of the Notes in
the secondary market, exchange rate risk, interest rate risk and the
risk of loss of all or part of a Noteholder's investment, for example,
when the payment of principal or interest on the relevant Notes is
determined with reference to an index, formula, asset or other
variable. The market value of the Notes may be affected by the
creditworthiness of the Issuer and a number of additional factors.
Arranger:
Credit Suisse Securities (Europe) Limited.
Dealers:
ABN AMRO Bank N.V.
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Credit Suisse Securities (Europe) Limited
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities Ltd.
and any other Dealer appointed from time to time by the Issuer
either generally in respect of the Programme or in relation to a
particular Tranche of Notes.
Trustee:
BNP Paribas Trust Corporation UK Limited.
Issuing and Principal Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch.
Paying Agent:
BNP Paribas Securities Services, London Branch.
Listing and Trading:
Applications have been made for Notes to be admitted during the
period of twelve months after the date hereof to listing on the
Official List of the Luxembourg Stock Exchange and to trading on
the regulated market of the Luxembourg Stock Exchange. 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 between the Issuer and the relevant
Dealer(s).
Clearing Systems:
Euroclear and/or Clearstream, Luxembourg and/or, in relation to
any Tranche of Notes, any other clearing system as may be
specified in the relevant Final Terms.
7


Initial Programme Amount:
Up to 10,000,000,000 (or its equivalent in other currencies)
aggregate nominal amount of Notes outstanding at any one time.
Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
date and the amount of the first payment of interest may be
different in respect of different Tranches. The Notes of each
Tranche will all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different denominations.
Forms of Notes:
Notes will be issued in bearer form.
Each Tranche of Notes will initially be in the form of either a
Temporary Global Note or a Permanent Global Note, in each case
as specified in the relevant Final Terms. Each Global Note will be
deposited on or around the relevant issue date with a depositary or
a common depositary for Euroclear and/or Clearstream,
Luxembourg and/or any other relevant clearing system. Each
Temporary Global Note will be exchangeable for, as specified in
the relevant Final Terms, either a Permanent Global Note or
Definitive Notes. If the TEFRA D Rules are specified in the relevant
Final Terms as applicable, certification as to non-U.S. beneficial
ownership will be a condition precedent to any exchange of an
interest in a Temporary Global Note or receipt of any payment of
interest in respect of a Temporary Global Note. Each Permanent
Global Note will be exchangeable for Definitive Notes in
accordance with its terms. Definitive Notes will, if interest-bearing,
have Coupons attached and, if appropriate, a Talon for further
Coupons.
Currencies:
Notes may be denominated in euro, U.S. dollars, Pounds sterling,
Swiss Francs or Japanese Yen or in any other currency or
currencies, subject to compliance with all applicable legal and/or
regulatory and/or central bank requirements. Payments in respect
of Notes may, subject to such compliance, be made in and/or
linked to, any currency or currencies other than the currency in
which such Notes are denominated.
Status of the Notes:
The Notes will constitute (subject to Condition 3) unsecured
obligations of the Issuer and shall at all times rank pari passu and
without any preference among themselves. The payment
obligations of the Issuer under the Notes shall, save for such
exceptions as may be provided by applicable legislation (and
subject to Condition 3), at all times rank at least equally with all its
other present and future unsecured and unsubordinated
obligations.
As at the date hereof, all Notes will be issued as unsubordinated
obligations of the Issuer, as described in "Terms and Conditions of
the Notes ­ Condition 2". However, the Issuer may subsequently
decide to issue Notes on a subordinated basis in which case the
provisions relating to such Notes will be set out in a supplement to
this Base Prospectus as completed by the relevant Final Terms.
8


Issue Price:
Notes may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Final Terms. The price and
nominal amount of the Notes of any Tranche will be determined by
the Issuer and the relevant Dealer(s) at the time of issue thereof in
accordance with then prevailing market conditions.
Maturities:
Any maturity as may be agreed between the Issuer and the
relevant Dealer, subject, in relation to specific currencies, to
compliance with all applicable legal and/or regulatory and/or central
bank requirements.
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 Financial Services and Markets
Act 2000 (the "FSMA") by the Issuer.
Redemption:
Notes may be redeemable at par or at such other Final
Redemption Amount (detailed in a formula, index or otherwise) as
may be specified in the relevant Final Terms. Notes may also be
redeemable in two or more instalments on such dates and in such
manner as may be specified in the relevant Final Terms.
Optional Redemption:
Notes may be redeemed before their stated maturity at the option
of (i) the Issuer (either in whole or in part) if Issuer Call is specified
as applicable in the relevant Final Terms, and/or (ii) the
Noteholders if Investor Put is specified as applicable in the relevant
Final Terms, in each case to the extent (if at all) specified in the
relevant Final Terms. Prior to any such early redemption, certain
conditions and/or circumstances, as set out in the relevant Final
Terms, may need to be satisfied.
In addition, if Change of Control Put is specified as applicable in
the relevant Final Terms, the Notes may be redeemed before their
stated maturity at the option of the Noteholders in the
circumstances described in Condition 7.4(b).
Tax Redemption:
Except as described in "Optional Redemption" above, early
redemption will only be permitted for tax reasons as described in
Condition 7.2.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or other variable
rate or be index-linked and the method of calculating interest may
vary between the issue date and the maturity date of the relevant
Series.
9


Denominations:
The Notes will be issued in such denominations as may be agreed
between the Issuer and the relevant Dealer save that the minimum
denomination of each Note will be such amount 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 and save that the minimum
denomination of each Note admitted to trading on a regulated
market within the European Economic Area or offered to the public
in a Member State of the European Economic Area in
circumstances which require the publication of a prospectus under
the Prospectus Directive will be 1,000 (or, if the Notes are
denominated in a currency other than euro, the equivalent amount
in such currency).
Covenants:
The Notes will have the benefit of a negative pledge as described
in Condition 3(a) and a covenant relating to limits on subsidiary
indebtedness as described in Condition 3(b).
Cross-Default:
The Notes will have the benefit of a cross-default as described in
Condition 10.1(c).
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes of the Netherlands unless the withholding is
required by law. In that event, the Issuer will (subject as provided in
Condition 8) pay such additional amounts as will result in the
Noteholders receiving such amounts as they would have received
in respect of such Notes had no such withholding been required.
Rating:
The rating of certain Series of Notes to be issued under the
Programme will 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) will be disclosed in the Final Terms.
Governing Law:
English law.
Selling Restrictions:
For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering material in the
United States of America, the European Economic Area, the United
Kingdom, France, the Netherlands and Japan, see "Subscription
and Sale" below.
10