Obbligazione Nederlandse Gemeentebank 0% ( XS0848823992 ) in USD

Nederlandse Gemeentebank

100 USD ⇌

Paesi Bassi

XS0848823992 ( in USD )

26/10/2042

Prospetto opuscolo dell'obbligazione Bank Nederlandse Gemeenten XS0848823992 en USD 0%, scadenza 26/10/2042

1 000 000 USD

60 000 000 USD

Bank Nederlandse Gemeenten è una banca olandese che fornisce servizi finanziari a comuni e province olandesi, nonché ad altri enti pubblici e istituzioni internazionali.

Le Bank Nederlandse Gemeenten ha emesso un'obbligazione (ISIN: XS0848823992) in USD, a tasso zero, con scadenza il 26/10/2042, per un ammontare totale di 60.000.000 USD, con taglio minimo di 1.000.000 USD e pagamenti di cedola semestrali, attualmente negoziata al 100%.

BASE PROSPECTUS

BNG Bank N.V.
(Incorporated in the Netherlands with limited liability and having its statutory domicile in The Hague)
Euro 100,000,000,000
Debt Issuance Programme

BNG Bank N.V. (the "Issuer" or "BNG Bank") may from time to time offer debt instruments (the "Notes")
pursuant to a programme of issuance established on 7 December 1993 (as amended) (the "Programme").
The sum of the aggregate principal amount of Notes outstanding at any time under the Programme will not
exceed Euro 100,000,000,000 (or its equivalent in other currencies). The Programme amount may be
increased from time to time subject to the preparation of a supplemental prospectus which shall be subject
to the prior approval of the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële
Markten) (the "AFM").
The Notes will be issued on a continuing basis to one or more of the Dealers specified below and any
additional Dealer appointed for the duration of the Programme or, with regard to an issue of a particular
Tranche of Notes, for the purposes of that tranche (each a "Dealer" and together the "Dealers"). The Dealer
or Dealers with whom the Issuer agrees or proposes to agree on the issue of any Notes is or are referred to
as the "relevant Dealer" in respect of those Notes. The Notes will be issued in series (each a "Series") each
of which will comprise one or more tranches (each a "Tranche").
This document constitutes a base prospectus dated 23 May 2023 (the "Base Prospectus") within the
meaning of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). The Base Prospectus
is issued in replacement of a prospectus dated 23 May 2022, which does not affect any notes issued prior
to the date of this Base Prospectus.
The Programme has been rated AAA by S&P Global Ratings Europe Limited ("Standard & Poor's"),
AAA by Fitch Ratings Ireland Limited ("Fitch") and Aaa by Moody's France SAS ("Moody's"). Tranches
(as defined herein) of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will
not necessarily be the same as the ratings assigned to the Programme or the Issuer. A security rating is not
a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency. The rating of a certain Series or Tranche of Notes may be
specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant
Series or Tranche of Notes will be issued by a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 of 16 September 2009 on credit rating agencies, as
amended (the "EU CRA Regulation") or the UK CRA Regulation (as defined below) will be disclosed
clearly and prominently in the Final Terms.
Each of Standard & Poor's, Fitch and Moody's are established in the European Union and registered under
the EU CRA Regulation as of the date of this Base Prospectus. The ratings Standard & Poor's, Fitch and
Moody's has given to the Notes to be issued under the Programme are endorsed by S&P Global Ratings
UK Limited, Fitch Ratings Limited and Moody's Investors Service Limited, respectively, which are
established in the UK and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it
forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
( the "UK CRA Regulation").
This Base Prospectus has been approved by AFM, which is the Netherlands competent authority for the
purpose of the Prospectus Regulation, as a base prospectus issued in compliance with the Prospectus
Regulation in the Netherlands for the purpose of giving information with regard to the issue of Notes during
the period of twelve months after the date hereof. This Base Prospectus shall be valid for use only by the

Issuer or others who have obtained the Issuer's consent for a period of up to twelve (12) months after its
approval by the AFM and shall expire on 23 May 2024, at the latest. The obligation to supplement this Base
Prospectus, in the event of any significant new factors, material mistakes or material inaccuracies relating
to information included in this Base Prospectus which may affect the assessment of any Notes, shall cease
to apply upon the expiry of the validity period of this Base Prospectus. The AFM only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the
subject of this Base Prospectus nor as an endorsement of the quality of any Notes that are the subject of this
Base Prospectus. Investors should make their own assessment as to the suitability of investing in the
securities.
The AFM shall notify the European Securities and Markets Authority ("ESMA"), a European Supervisory
Authority, of the approval of this Base Prospectus and any supplement hereto at the same time as such
approval is notified to the Issuer. In addition, the AFM shall provide ESMA with a copy of this Base
Prospectus and any supplement hereto.
Application may be made for Notes to be admitted to trading on Euronext in Amsterdam ("Euronext
Amsterdam"), the regulated market of Euronext Amsterdam N.V., SIX Swiss Exchange Ltd and 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 listing authority, stock
exchange and/or quotation system.
The AFM has been requested by the Issuer to provide various competent authorities of the member states
of the European Economic Area with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Regulation.
Furthermore, this Base Prospectus and the certificate of approval from AFM has been filed with the SIX
Exchange Regulation Ltd in its capacity as review body ("Prüfstelle") pursuant to article 54 of the Swiss
Financial Services Act ("FINSA").
The information on the websites to which a hyperlink has been included in this Base Prospectus does not
form part of this Base Prospectus and has not been scrutinised or approved by the AFM.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any U.S. state securities laws and 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
("Regulation S") under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws, or
pursuant to an effective registration statement. The Notes may be offered and sold (a) in bearer form or
registered form outside the United States to non-U.S. persons in reliance on Regulation S and (b) in
registered form within the United States to persons who are "qualified institutional buyers" ("QIBs") in
reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective purchasers who are QIBs
are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further
restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus, see "Plan of
Distribution" and "Transfer Restrictions". The Notes in bearer form are subject to United States tax law
requirements.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS BASE PROSPECTUS.
This Base Prospectus must be read and construed together with any supplement hereto and with the
documents incorporated by reference herein (which can be found on the website of the Issuer,
https://www.bngbank.com/funding/issuance-programmes) and in relation to any Tranche of Notes, this
Base Prospectus should be read and construed together with the applicable Final Terms.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR") which is provided by the European Money Markets Institute ("EMMI"), the euro short-
term rate ("STR") which is provided by the European Central Bank ("ECB"), the Secured Overnight
Financing Rate ("SOFR") which is provided by the Federal Reserve Bank of New York, or the Sterling
Overnight Index Average ("SONIA") which is provided by the Bank of England, or any other benchmark,
in each case as specified in the applicable Final Terms. As at the date of this Base Prospectus, from the list
2

of the above-named administrators, only EMMI is included in the register of administrators and benchmarks
established and maintained by ESMA (the "Benchmarks Register") pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) (the "BMR").
The applicable Final Terms may set out the name of the specific benchmark(s) and the relevant
administrator. In such a case they will further specify if the relevant administrator appears or does not
appear on the Benchmarks Register.

Arranger
RBC Capital Markets
Principal Dealers
ABN AMRO
Barclays
BofA Securities
BMO Capital Markets
BNG Bank
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
DZ BANK AG
Goldman Sachs Bank Europe SE
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho
Morgan Stanley
Natixis
NatWest Markets
Nomura
NORD/LB
Rabobank
RBC Capital Markets
Santander Corporate & Investment Banking
Scotiabank
Société Générale Corporate & Investment Banking TD Securities
UniCredit

The date of this Base Prospectus is 23 May 2023 and it replaces the Base Prospectus dated 23 May 2022.
3

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ....................................................................................................... 5
RISK FACTORS ........................................................................................................................................ 15
IMPORTANT NOTICES ........................................................................................................................... 44
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC
AREA ......................................................................................................................................................... 49
ENFORCEMENT OF FOREIGN JUDGMENTS ...................................................................................... 55
FORWARD LOOKING STATEMENTS .................................................................................................. 56
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 57
FORMS OF NOTES .................................................................................................................................. 59
USE OF PROCEEDS ................................................................................................................................. 66
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 70
FORM OF FINAL TERMS ...................................................................................................................... 119
BNG BANK N.V. .................................................................................................................................... 149
CAPITALISATION ................................................................................................................................. 171
SELECTED FINANCIAL DATA 2022-2018 ......................................................................................... 172
OPERATING AND FINANCIAL REVIEW ........................................................................................... 174
TAXATION ............................................................................................................................................. 211
ERISA AND RETIREMENT PLAN CONSIDERATIONS .................................................................... 223
PLAN OF DISTRIBUTION ..................................................................................................................... 225
TRANSFER RESTRICTIONS ................................................................................................................ 233
GENERAL INFORMATION .................................................................................................................. 239

4

OVERVIEW OF THE PROGRAMME
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980, and must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a consideration of this Base Prospectus
as a whole, including any amendment and/or supplement hereto and the documents incorporated by
reference herein. The following overview does not purport to be complete and is taken from, and is qualified
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. Words and expressions defined in the Terms and Conditions
of the Notes or elsewhere in this Base Prospectus have the same meanings in this section, unless otherwise
stated. Prospective investors should consider, among other things, the following.

Description
Debt Issuance Programme
Issuer
BNG Bank N.V. ("BNG Bank" or the "Issuer")
Issuer Legal Entity Identifier (LEI)
529900GGYMNGRQTDOO93
Programme
The Issuer may, subject to compliance with all
relevant laws, regulations and directives, from time to
time issue Notes denominated in any currency as may
be agreed between the Issuer and the relevant Dealer.
The aggregate nominal amount, any interest rate or
interest calculation, the issue price and any other
terms and conditions contained herein with respect to
each Series of Notes will be determined at the time of
issuance and set forth in the applicable final terms
(the "Final Terms")
Size
Up to 100,000,000,000 aggregate principal amount
of Notes (or its equivalent in any other currency
calculated as described herein) outstanding at any
time. The Issuer may increase the amount of the
Programme in accordance with the terms of the dealer
agreement
dated
23
May
2023
(as further amended and/or supplemented and/or
restated from time to time, the "Dealer Agreement")
Arranger
RBC Europe Limited
Dealers
ABN AMRO Bank N.V.
Banco Santander, S.A.
Bank of Montreal, Europe plc
Barclays Bank Ireland PLC
BNG Bank N.V.
BNP Paribas
BNP Paribas (Suisse) SA
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Coöperatieve Rabobank U.A
Crédit Agricole Corporate and Investment Bank
Credit Suisse AG
Daiwa Capital Markets Europe Limited
Deutsche Bank Aktiengesellschaft
Deutsche Bank Aktiengesellschaft, Frankfurt am
Main, Zurich Branch
DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main
Goldman Sachs Bank Europe SE
HSBC Continental Europe
5

ING Bank N.V.
J.P. Morgan SE
Landesbank Baden-Württemberg
Mizuho Securities Europe GmbH
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Norddeutsche Landesbank Girozentrale -
RBC Capital Markets (Europe) GmbH
RBC Capital Markets, LLC
RBC Europe Limited
Scotiabank (Ireland) Designated Activity Company
Société Générale
TD Global Finance unlimited company
UniCredit Bank AG

and any other Dealers appointed in accordance with
the Dealer Agreement

Paying Agents
Deutsche Bank AG, London Branch

Deutsche Bank Trust Company Americas

Non-U.S. Paying Agent
ABN AMRO Bank N.V. and Deutsche Bank
Luxembourg S.A., only with respect to Tranches (as
defined on the cover page) of Notes which are solely
offered and sold by the Issuer and/or the Dealers in
bearer form outside the United States of America
("U.S.") to non-U.S. persons in reliance on
Regulation S and only if so specified in the applicable
Final Terms
Distribution
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis
Currencies
Subject to any applicable legal or regulatory
restrictions, such currencies as may be agreed
between the Issuer and the relevant Dealer, including,
without limitation, the Australian dollar, the Euro, the
Japanese yen, the New Zealand dollar, the British
pound, the Swiss franc and the United States dollar
Redenomination
The applicable Final Terms may provide that the
Notes may be redenominated in Euro. The relevant
provisions applicable to such redenomination are
contained in Condition 10 of the Terms and
Conditions of the Notes
Alternative Currency
If so specified in the applicable Final Terms,
whenever the Issuer is due to make any payment in a

currency in respect of any Notes and such currency
(the "Original Currency") is not available on the
foreign exchange markets due to the imposition of
exchange controls or due to the Original Currency's
replacement or disuse or other circumstances beyond
the Issuer's control, the Issuer will be entitled to
satisfy its obligation in respect of that payment by
making that payment in another currency (the
"Alternative Currency"). The amount of the
payment in the Alternative Currency and the
applicable exchange rate will be determined by the
6

Calculation Agent in its sole and absolute discretion,
acting in good faith and in a commercially reasonable
manner. Any payment made by the Issuer under such
circumstances in the Alternative Currency shall
constitute valid payment and shall not constitute an
Event of Default (as defined in Condition 7 of the
Terms and Conditions of the Notes)
Maturities
Any maturity, subject to applicable laws, regulations
and restrictions and subject to a minimum maturity of
one month
Issue Price
Notes may be issued on a fully-paid or a partly-paid
basis and at an issue price which is at par or at a
discount to, or premium over, par. The Issue Price
will be disclosed in the Final Terms
Issuance in Series
The Notes will be issued in Series, each of which will
comprise one or more Tranches. The Notes of each
Series will all be subject to identical terms, except that
the issue date, issue price and the date 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
Form of Notes
The Notes will be issued in bearer form ("Bearer
Notes") or registered form ("Registered Notes") as
set out in the applicable Final Terms. Registered
Notes will not be exchangeable for Bearer Notes and
vice versa. No single Tranche may comprise both
Bearer Notes and Registered Notes

Bearer Notes
Each Tranche of Bearer Notes will be sold outside the
United States in 'offshore transactions' within the
meaning of Regulation S. Bearer Notes are subject to
U.S. tax law requirements. Subject to certain
exceptions, Bearer Notes may not be offered, sold or
delivered within the United States or to U.S. persons,
as defined under the Code and the U.S. Treasury
regulations promulgated thereunder. For a description
of these and certain further restrictions on offers, sales
and transfers of Notes and distribution of this Base
Prospectus, see "Plan of Distribution" and "Transfer
Restrictions". Bearer Notes will (unless otherwise
specified in the applicable Final Terms) initially be
represented by a temporary bearer global Note (a
"Temporary Bearer Global Note") which will be
deposited on the relevant issue date either (i) if the
Bearer Notes are intended to be issued in new global
note ("NGN") form, with a common safekeeper for
Euroclear
Bank
SA/NV
("Euroclear")
and
Clearstream
Banking,
S.A.
("Clearstream,
Luxembourg") or (ii) if the Bearer Notes are not
intended to be issued in NGN form, with a common
depositary
for
Euroclear
and
Clearstream,
Luxembourg and/or any other agreed clearing system
7

Interests in the Temporary Bearer Global Note will be
exchangeable as described therein for either interests
in a permanent bearer global Note (a "Permanent
Bearer Global Note" and together with the
Temporary Bearer Global Notes, the "Bearer Global
Notes") or Bearer Notes in definitive form
("Definitive Bearer Notes") from the 40th day after
the date on which the Temporary Bearer Global Note
is issued upon certain conditions including, in the
case of a Temporary Bearer Global Note where the
issue is subject to the TEFRA D Rules, upon
certification of non-U.S. beneficial ownership as
required by U.S. Treasury regulations. The applicable
Final Terms will specify that a Permanent Bearer
Global Note is exchangeable for Definitive Bearer
Notes either (i) upon not less than 30 days' notice or
(ii) upon the occurrence of certain Exchange Events,
as described in 'Form of the Notes' herein. Any
interest in a Bearer Global Note will be transferable
only in accordance with the rules and procedures for
the time being of either Euroclear and/or Clearstream,
Luxembourg as appropriate

Registered Notes
The Registered Notes of each Tranche offered and
sold in 'offshore transactions' within the meaning of
Regulation S will be sold to non-U.S. persons outside
the United States and will initially be represented by
a global note in registered form (a "Regulation S
Global Note"). The Registered Notes of each
Tranche offered and sold in the United States or to
U.S. persons may only be offered and sold in private
transactions to QIBs and will initially be represented
by a global note in registered form (a "Rule 144A
Global Note" and, together with a Regulation S
Global Note, the "Registered Global Notes" and
together with Bearer Global Notes, "Global Notes")

Registered Global Notes will (i) be deposited with a
custodian for, and registered in the name of a nominee
of, The Depository Trust Company ("DTC") and/or
(ii) be deposited with a common depositary or
common safekeeper, as the case may be for Euroclear
and/or Clearstream, Luxembourg, and registered in
the name of a common nominee of, Euroclear and
Clearstream, Luxembourg or in the name of a
nominee of the common safekeeper as specified in the
applicable Final Terms

The Registered Global Notes will be subject to certain
restrictions on transfer set forth therein and will bear
a legend regarding such restrictions (see "Plan of
Distribution" and "Transfer Restrictions"). In
addition, no beneficial owner of an interest in a
Registered Global Note will be able to transfer such
interest, except in accordance with the applicable
procedures of DTC, Euroclear and Clearstream,
Luxembourg, in each case to the extent applicable
8

Fixed Rate Notes
Interest on Fixed Rate Notes will be payable on the
date or dates specified in the applicable Final Terms
and on redemption and will be calculated on the basis
of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer (as
specified in the applicable Final Terms)
Floating Rate Notes
Floating Rate Notes will bear interest either at a rate
determined on the same basis as the floating rate
under a notional interest-rate swap transaction in the
relevant Specified Currency or on the basis of a
reference rate appearing on the agreed screen page of
a commercial quotation as specified in the applicable
Final Terms. The Margin, if any, will be specified in
the applicable Final Terms
Zero Coupon Notes
Zero Coupon Notes will be offered and sold at a
discount to their principal amount or at par and will
not bear any interest
Dual Currency Interest Notes
Payments by the Issuer of interest will be made in
such currencies, and based on such rates of exchange,
as may be specified in the applicable Final Terms.
The Final Terms shall, in the instances where the
minimum denomination of the Notes to be issued is
less than EUR 100,000, include details of where past
and future performance and volatility of the relevant
rates can be obtained and a clear and comprehensive
explanation of how the value of the investment is
affected by the such relevant rates and the
circumstances when the risks are most evident
Dual Currency Redemption Notes
Payments by the Issuer of principal will be made in
such currency or currencies and based on such rates
of exchange, as may be specified in the applicable
Final Terms. The Final Terms shall, in the instances
where the minimum denomination of the Notes to be
issued is less than EUR 100,000, include details of
where past and future performance and volatility of
the relevant rates can be obtained and a clear and
comprehensive explanation of how the value of the
investment is affected by the such relevant rates and
the circumstances when the risks are most evident
9

Reverse Floater Interest Notes
The Issuer may issue Reverse Floater Interest Notes.
If "Fixed Rate Period" is specified to apply in the
applicable Final Terms, such Notes will bear interest
at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t)
falling within the Fixed Rate Interest Period
The Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period,
equal to the Fix(t), as specified in the applicable Final
Terms, minus the Underlying Rate(t) (multiplied by a
Multiplier(t) specified in the applicable Final Terms),
which will be subject to market fluctuations
The Rate of Interest in respect of any Variable Rate
Interest Period will be capped at the Cap(t), which is
specified in the applicable Final Terms
Step-Up Interest Notes and Step-Down
The Issuer may issue Step-Up Interest Notes and/or
Interest Notes
Step-Down Interest Notes

If "Fixed Rate Period" is specified to apply in the
applicable Final Terms, such Notes will bear interest
at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t)
falling within the Fixed Rate Interest Period

The Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period,
which in the case of Step-Up Interest Notes increases
periodically during the life of the Notes by the Step-
Up(t) and which in the case of Step-Down Interest
Notes decreases periodically during the life of the
Notes by Step-Down(t), in each case as specified in
the applicable Final Terms (other than if such
Variable Rate Interest Period is the first Interest
Period, for which the Notes will bear interest at a
fixed Rate of Interest)
CMS Linked Notes
Payments in respect of interest on CMS Brussels
Linked Notes (as the case may be) will be calculated
by reference to the difference between two separate
notional constant maturity swaps, which are weighted
in accordance with Multipliers as specified in the
applicable Final Terms in relation to which a further
Margin (if any) will be specified in the applicable
Final Terms
Other provisions in relation to interest-
Notes may have a maximum interest rate, a minimum
bearing Notes
interest rate or both. Interest on Notes in respect of
each Interest Period, as determined prior to issue by
the relevant Issuer and the relevant Dealer (if any),
will be payable on such Interest Payment Dates, and
will be calculated on the basis of such Day Count
Fraction, as may be determined by the relevant Issuer
and the relevant Dealer (if any)
Benchmark discontinuation
On the occurrence of a Benchmark Event or
Benchmark Transition Event (as the case may be) the
10

Document Outline

#71">1. FORM AND DENOMINATION
- #71">(a) The Notes may be issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). Bearer Notes will not be exchangeable for Registered Notes and Registered Notes will not be exchangeable for Bearer Notes. No single series or Tran...
- #71">(b) Notes may be denominated in any currency (including, without limitation, the Australian dollar, the Euro, the Japanese yen, the New Zealand dollar, the British pound, the Swiss franc and the United States dollar) subject to compliance with all app...
- #71">(c) Bearer Notes will be issued in accordance with the provisions of United States Treasury Regulation § 1.163-5(c)(2)(i)(D) or any successor rules in substantially the same form for purposes of Section 4701 of the Code (the "D Rules"), unless the app...
  - #71">(i) interests in a permanent global note (a "Permanent Global Note") representing the Notes in that Series of Bearer Notes and in substantially the relevant form (subject to amendment and completion) scheduled to the Issuing and Paying Agency Agreemen...
  - #71">(ii) if so specified in the applicable Final Terms, definitive Bearer Notes ("Definitive Notes") in substantially the form (subject to amendment and completion) scheduled to the Issuing and Paying Agency Agreement.
- #71">(d) If any date on which a payment is due on the Bearer Notes of a Series occurs whilst any of the Notes of that Series are represented by the Temporary Global Note, the related payment will, in the case of Notes issued in accordance with the D Rules,...
- #72">(e) The Permanent Global Notes will be exchangeable in whole but not in part for Definitive Notes if (i) Euroclear and/or Clearstream, Luxembourg or any other agreed clearing system, as applicable, has informed the Issuer that it has or they have, as ...
- #72">(f) If so specified in the Final Terms, the Bearer Notes may be represented upon issue by one or more Permanent Global Notes, subject to the provisions of Condition 1(e).
- #72">(g) Swiss Franc Notes will be issued in bearer form only and will be represented exclusively by a Permanent Global Note, issued in compliance with the D Rules in accordance with the usual Swiss practice which shall be deposited with SIS or such other ...
- #72">(h) Interest-bearing Definitive Notes will, if so specified in the applicable Final Terms, have attached thereto at the time of their initial delivery coupons ("Coupons"), presentation of which will be a prerequisite to the payment of interest in cert...
- #72">(i) Bearer Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by each smaller denomination) specified in the applicable Final Terms ("Specified Denomination"). Bearer Notes will be issued in su...
- #73">(j) For the purposes of these Terms and Conditions, references to Notes shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes, interests in Temporary Global Notes, interests in Permanent Global Notes or, ...
- #73">(k) Each Tranche of Registered Notes will be represented by either:
  - #73">(i) individual Note Certificates in registered form ("Individual Note Certificates"); or
  - #73">(ii) one or more global note certificates (each a "Global Note Certificate"),
- #73">(l) If the applicable Final Terms specifies the form of Notes as being "Global Note Certificate exchangeable for Individual Note Certificates", then the Notes will initially be represented by one or more Global Note Certificates each of which will be ...
  - #73">(i) in the case of any Global Note Certificate held by or on behalf of The Depositary Trust Company ("DTC"), if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the G...
  - #73">(ii) in the case of any Global Note Certificate held by or on behalf of Euroclear, Clearstream, Luxembourg or any other relevant clearing system, if Euroclear, Clearstream, Luxembourg or any other relevant clearing system is closed for business for a ...
  - #73">(iii) in any case, if any of the circumstances described in Condition 7 occurs.
- #73">(m) Registered Notes will be in such Specified Denomination(s), specified in the applicable Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements, and which may include a minimum denomination s...
#73">2. TITLE AND TRANSFER
- #73">(a) The Holder (as defined below) of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest ...
- #74">(b) Subject as set out below, title to Bearer Notes and Coupons passes inter alia by delivery. In the case of Bearer Notes, references herein to the "Holders" of Notes or of Coupons or "Noteholders" or "Couponholders" signify the bearers of such Notes...
- #74">(c) A Registrar will maintain a register (the "Register") in respect of each Series of Registered Notes in accordance with the provisions of the Issuing and Paying Agency Agreement. A certificate (each, a "Note Certificate") will be issued to each Hol...
- #74">(d) Transfers of beneficial interests in Global Note Certificates will be effected by Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, and in turn, by other participants and, if appropriate, indirect participants in such clearing sys...
- #74">(e) Subject to paragraphs (h) and (i) of this Condition 2, Registered Notes represented by an Individual Note Certificate may be transferred upon surrender of the relevant Individual Note Certificate, with the endorsed form of transfer duly completed,...
- #74">(f) Within five business days of the surrender of a Note Certificate in accordance with paragraph (e) of this Condition 2, the relevant Registrar will register the transfer in question and deliver a new Note Certificate of a like principal amount to t...
- #74">(g) The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or either Registrar or any Transfer Agent but against such indemnity as the relevant Registrar or (as the case may be) such Transfer Agent may require ...
- #74">(h) Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
- #75">(i) All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Issuing and Paying Agency Agreement. The regulations may be changed by the Issuer wi...
#75">3. STATUS
#75">4. NEGATIVE PLEDGE
#75">5. INTEREST
- #75">5A. Interest on Fixed Rate Notes
  - #75">5A.(1) Fixed Rate Notes shall bear interest from their Issue Date (as specified in the applicable Final Terms) at the rate or rates per annum specified in the applicable Final Terms. Such interest will be payable in arrear on each Interest Payment Dat...
  - #75">5A.(2) This Condition 5A.(2) shall apply to Renminbi Notes which are Fixed Rate Notes only where the Final Terms for such Notes specify that the Interest Payment Dates are subject to adjustment. The relevant Fixed Coupon Amount for such Notes shall be...
- #76">5B. Interest on Floating Rate Notes
  - #76">5B.(1) Floating Rate Notes shall bear interest at the rates per annum determined in accordance with this Condition 5B.
  - #76">5B.(2) Such Notes shall bear interest from their Issue Date (as specified in the applicable Final Terms). Such interest will be payable on each Interest Payment Date. Each Note will cease to bear interest from the due date for final redemption unless,...
  - #76">5B.(3) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined (the "Rate of Interest") and the Reference Rate is specified in the applicable Final Terms as being a R...
    - #77">(i) if the Reference Rate is EURIBOR, be the rate per annum which the Calculation Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (an...
    - #77">(ii) if the Reference Rate is CMS Brussels, a rate determined on the basis of the mid-market annual swap rate as selected by the Calculation Agent in its sole discretion on the Interest Determination Date at approximately the Specified Time. The mid-m...
  - #77">5B.(4) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the applicable Final Terms as being Compounded Daily SONIA, the ...
    - #78">(i) where "Lag" is specified in the Observation Method in the relevant Final Terms, the relevant Interest Period; or
    - #78">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;
  - #79">If, in respect of any London Banking Day in the relevant Interest Period or Observation Period (as applicable), the Calculation Agent determines that the SONIA Reference Rate is not available on the Relevant Screen Page and has not otherwise been publ...
  - #79">(a) the sum of (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; and (ii) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previous five London Bankin...
  - #79">(b) if the Bank Rate is not published by the Bank of England at close of business on the relevant London Banking Day, (i) the SONIA Reference Rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) f...
  - #79">5B.(5) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the applicable Final Terms as being SONIA Compounded Index, the ...
  - #79">"SONIA Compounded Index" means, in respect of an Interest Period, the rate calculated by the Calculation Agent, on the relevant Interest Determination Date as follows, and the resulting percentage will be rounded, if necessary, to the fourth decimal p...
  - #79">
  - #79">where:
  - #79">"SONIA Index" means the compounded daily SONIA rate as published at 10:00 a.m. (London time) by the Bank of England (or a successor administrator of SONIA) on the Bank of England's Interactive Statistical Database, or any successor source;
  - #79">"SONIA Compounded IndexStart" means the SONIA Index value on the day which is "p" London Banking Days prior to the first date of the relevant Interest Period;
  - #79">"SONIA Compounded IndexEnd" means the SONIA Index value on the day which is "p" London Banking Days prior to the Interest Payment Date for such Interest Period, or such other date on which the relevant payment of interest falls due (but which by its d...
  - #80">"p" means the whole number specified in the applicable Final Terms, such number representing a number of London Banking Days and which shall not be specified in the applicable Final Terms as less than five without the prior written consent of the Calc...
  - #80">"d" means the number of calendar days from (and including) the day on which the relevant SONIA Compounded IndexStart is determined to (but excluding) the day on which the relevant SONIA Compounded IndexEnd is determined; and
  - #80">"London Banking Day" has the meaning ascribed to it in Condition 5B.(4) above.
  - #80">Provided that a Benchmark Event has not occurred in respect of the SONIA Compounded Index, if, with respect to any Interest Period, the relevant rate is not published either on the relevant SONIA Compounded IndexStart or SONIA Compounded IndexEnd date...
  - #80">5B.(6) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the applicable Final Terms as being Compounded Daily SOFR, the R...
  - #80">Daily SOFR rates will not be published in respect of any day that is not a U.S. Government Securities Business Day, such as a Saturday, Sunday or holiday. For this reason, in determining Compounded Daily SOFR in accordance with the specific formula an...
  - #80">If the Issuer determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of Compounded Daily SOFR (or the daily SOFR used in the calculation hereof) prior to the relevant SOFR Determination Time, t...
  - #80">"Interest Determination Date" means, in respect of any Interest Period, the date falling "p" U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" U.S. Government Securities Busin...
  - #80">"U.S. Government Securities Business Day" means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire da...
  - #80">"Observation Period" in respect of an Interest Period means the period from, and including, the date falling "p" U.S. Government Securities Business Days preceding the first day in such Interest Period (and the first Interest Period shall begin on and...
  - #81">"SOFR" with respect to any U.S. Government Securities Business Day, means:
  - #81">(i) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the SOFR Administrator's Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business...
  - #81">(ii) if the rate specified in (i) above does not so appear, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on th...
  - #81">"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate);
  - #81">"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, or any successor source;
  - #81">"Compounded Daily SOFR" with respect to any Interest Period, means the rate of return of a daily compound interest investment computed in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest...
  - #81">
  - #81">where:
    - #81">(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
    - #81">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;
    - #81">(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
    - #81">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period,
  - #82">"SOFRi" means the SOFR:
  - #82">(i) where "Lag" is specified as the Observation Method in the applicable Final Terms, the U.S. Government Securities Business Day falling "p" U.S. Government Securities Business Days prior to the relevant U.S. Government Securities Business Day "i"; or
  - #82">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant U.S. Government Securities Business Day "i";
  - #82">"ni" for any U.S. Government Securities Business Day "i" in the relevant Interest Period or Observation Period (as applicable), is the number of calendar days from, and including, such U.S. Government Securities Business Day "i" to, but excluding, the...
  - #82">"d" is the number of calendar days in:
  - #82">(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
  - #82">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period.
  - #82">5B.(7) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the applicable Final Terms as being SOFR Compounded Index, the R...
  - #82">"SOFR Compounded Index" means, in respect of an Interest Period, the rate calculated by the Calculation Agent, on the relevant Interest Determination Date as follows, and the resulting percentage will be rounded, if necessary, to the fifth decimal pla...
  - #82">
  - #83">5B.(8) Where "Screen Rate Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined and the Reference Rate is specified in the applicable Final Terms as being Compounded Daily STR, the R...
  - #83">"Compounded Daily STR" will be calculated by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the applicable Final Terms) on the Interest Determination Date, as follows, and the resul...
  - #83">
    - #83">(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
    - #83">(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;
  - #85">5B.(9) Where "ISDA Determination" is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the EURIBOR Rate (as specified in the applicable Final ...
    - #85">(i) If the above rate is no longer displayed on the relevant ICESWAP1 Page, or if not displayed by 11:00 a.m., Brussels time on the Interest Determination Date, then the EURIBOR Rate will be the rate for Euro swaps, with the same maturity as the notes...
    - #85">(ii) If the information set out under (i) is no longer displayed by 11:00 a.m. Brussels time on the Interest Determination Date, then the EURIBOR Rate will be a percentage determined on the basis of the mid-market, semi-annual swap rate quotations pro...
    - #85">(iii) If fewer than three leading swap dealers selected by the Calculation Agent are quoting as described above, the EURIBOR Rate will remain the EURIBOR Rate in effect on that Interest Determination Date or, if that Interest Determination Date is the...
  - #85">5B.(10) Benchmark Discontinuation (Rate Determination Agent)
  - #85">This Condition 5B.(10) shall apply to all Notes where Condition 5B.(10) is specified to be applicable in the applicable Final Terms.
    - #86">(i) the relevant EURIBOR Rate or Reference Rate has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered;
    - #86">(ii) it has become unlawful or otherwise prohibited (including, without limitation, for the Calculation Agent) pursuant to any law, regulation or instruction from a competent authority, to calculate any payments due to be made to any Noteholder or Cou...
    - #86">(iii) a public statement by the administrator of the relevant EURIBOR Rate or Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased pub...
    - #86">(iv) public statement by the supervisor of the administrator of the relevant EURIBOR Rate or Reference Rate that such Reference Rate has been or will, by a specified future date (the "Specified Future Date"), be permanently or indefinitely discontinue...
    - #86">(v) a public statement by the supervisor of the administrator of the relevant EURIBOR Rate or Reference Rate that means that such Reference Rate will, by a specified future date (the "Specified Future Date"), be prohibited from being used or that its...
    - #86">(vi) (only if Pre-Cessation Trigger is specified in the applicable Final Terms as applicable), a public statement by the supervisor of the administrator of the relevant EURIBOR Rate or Reference Rate (as applicable) that, in the view of such superviso...
  - #87">5B.(11) This Condition 5B.(11) shall apply to all Notes where Condition 5B.(11) is specified to be applicable in the applicable Final Terms.
    - #88">(i) will be conclusive and binding absent manifest error;
    - #88">(ii) will be made in the sole discretion of the Independent Adviser, in consultation with the Issuer, as applicable; and
    - #88">(iii) notwithstanding anything to the contrary in these Terms and Conditions, shall become effective without consent from the holders of the Notes or any other party (including the Calculation Agent and the Agents).
    - #88">(i) the sum of: (a) the alternate reference rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) and (b...
    - #88">(ii) the sum of: (a) the ISDA Fallback Rate and (b) the ISDA Fallback Adjustment; or
    - #88">(iii) the sum of: (a) the alternate reference rate that has been selected by the Independent Adviser, in consultation with the Issuer, as the replacement for the then-current Benchmark (including any daily published component used in the calculation t...
    - #88">(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Bench...
    - #89">(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
    - #89">(iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Independent Adviser, in consultation with the Issuer, giving due consideration to any industry-accepted spread adjustment, or method for cal...
    - #89">(i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (...
    - #89">(ii) in the case of clause (iii) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.
    - #89">(i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or ind...
    - #89">(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdic...
    - #90">(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component) announcing that the Benchmark (or such component) is no longer representative;
  - #90">5B.(12) If the applicable Final Terms specify a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with this Condition is less than such Minimum Ra...
  - #90">5B.(13) The Calculation Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the "Interest Amount") payable in respect of the Calculation Amount in respect of ...
  - #91">5B.(14) Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight line linear interpolat...
  - #91">5B.(15) In no event shall the Minimum Rate of Interest or Interest Amount be less than zero.
  - #91">5B.(16) If the relevant Series of Notes become due and payable in accordance with Condition 7 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Final Terms, be...
  - #91">5B.(17) Notwithstanding any other provision of this Condition 5B, neither the Calculation Agent and/or Agent is obliged to concur with the Issuer or the Independent Advisor in respect of any changes or amendments as contemplated under this Condition 5...
  - #91">If in the Agent and/or Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5B, the Agent and/or Calculation Agent shall promptly notify ...
- #92">5C. Interest on Dual Currency Interest Notes
- #92">5D. Interest on Variable Interest Rate Notes
  - #93">5D.(1) Rate of Interest on Reverse Floater Interest Notes
  - #93">5D.(2) Rate of Interest on Step-Down Interest Notes
  - #93">5D.(3) Rate of Interest on Step-Up Interest Notes
- #94">5E. Interest … Supplemental Provision and Notification of Rates of Interest, Interest Amounts and Interest Payment Dates
  - #94">5E.(1) Condition 5E.(2) shall be applicable in relation to Floating Rate Notes and Condition 5E.(3) shall be applicable in relation to all interest-bearing Notes.
  - #94">5E.(2) The Calculation Agent will cause each Rate of Interest, Floating Rate, Interest Payment Date, final day of a Calculation Period, Interest Amount or Floating Amount, as the case may be, determined by it to be notified to the Paying Agents (from ...
  - #94">5E.(3) All determinations and calculations made by the Calculation Agent shall be made by it in its sole discretion and in good faith, acting reasonably and on an arms-length basis. All such determinations and calculations so made shall be final and b...
- #94">5F. Zero Coupon Notes
- #94">5G. Definitions
#101">6. REDEMPTION AND PURCHASE
- #101">(a) Redemption at Maturity
- #102">(b) Early Redemption for Taxation Reasons
- #102">(c) Optional Early Redemption (Issuer Call Option)
- #102">(d) Appropriate Notice
- #103">(e) Partial Redemption
- #103">(f) Optional Early Redemption (Investor Put Option)
- #103">(g) Early Redemption Amounts
  - #103">(i) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note) with a Final Redemption Amount which is or may be less or greater than the principal amount or which is payable in a Specified Currency other than that in which...
  - #103">(ii) in the case of a Zero Coupon Note, at an amount (the "Amortised Face Amount") calculated in accordance with the following formula:
  - #104">(iii) in any other case, at the Final Redemption Amount specified in the applicable Final Terms or if no such amount is specified in the applicable Final Terms, at its principal amount.
- #104">(h) Redemption of Dual Currency Redemption Notes
- #104">(i) Instalment Notes
- #104">(j) Purchase of Notes
- #104">(k) Cancellation of Redeemed Notes
- #104">(l) Late Payment on Zero Coupon Notes
  - #104">(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid;
  - #104">(ii) five days after the date on which the full amount of the moneys payable has been received by the Issuing and Paying Agent or the Registrar and notice to that effect has been given to the Noteholders in accordance with Condition 15.
#104">7. EVENTS OF DEFAULT
- #105">(i) if default is made in the payment of any principal or interest due on the Notes or any of them and such default continues for a period of 30 days; or
- #105">(ii) if the Issuer fails to perform or observe any of its other obligations under the Notes and (except where such failure is incapable of remedy, when no such notice will be required) such failure continues for a period of 60 days next following the ...
- #105">(iii) if any order shall be made by a competent court or other authority or resolution passed for the dissolution or winding-up of the Issuer or for the appointment of a liquidator or receiver of the Issuer or of all or substantially all of its respec...
#105">8. TAXATION
- #105">(a) All amounts payable (whether of principal, redemption amount, interest or otherwise), in respect of the Notes, will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessment...
  - #105">(i) the Holder or beneficial owner of the Note or Coupon is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of its having or having had some connection with the Netherlands other than the m...
  - #105">(ii) the Holder or beneficial owner of the Note or Coupon would otherwise not be liable or subject to such withholding or deduction by making a declaration of non-residence or other similar claim for exemption or reduction as foreseen in the laws of t...
  - #105">(iii) the Note or Coupon is presented (where presentation is required) more than 30 days after the Relevant Date, except to the extent that the relevant Holder would have been entitled to such additional amounts on presenting the same for payment on t...
  - #105">(iv) the withholding or deduction is imposed on a holder or beneficial holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon (where presentation is required) to another Paying Agent.
- #105">(b) For the avoidance of doubt, no additional amounts will be paid by BNG Bank or any Paying Agent on account of any deduction or withholding from a payment on, or in respect of, the Notes or Coupons where such deduction or withholding is imposed purs...
- #106">(c) In addition, additional amounts will not be paid with respect to any payment on or with respect to the Notes or Coupons to any Holder that is a fiduciary, a partnership, a limited liability company or any person other than the sole beneficial owne...
- #106">(d) For the purposes of these Terms and Conditions, the "Relevant Date" means the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Issuing and Paying Agent or, in respe...
- #106">(e) Any reference in these Terms and Conditions to payments in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition 8 or any undertaking given in addition thereto or in substitution the...
#106">9. PAYMENTS
- #106">(a) All payments will be subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 8, including any withholding or deduction required pursuant to an agreement described in Section...
- #106">(b) Payment of amounts (including accrued interest) due on the redemption of Bearer Notes will be made against presentation (and in the case of a Temporary Global Note, upon due certification as required therein) and, save in the case of a partial red...
- #106">(c) Payment of amounts due in respect of interest on Bearer Notes will be made:
  - #106">(i) in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside the United States and, in the case of ...
  - #106">(ii) in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside the United States; and
  - #106">(iii) in the case of Definitive Notes and delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside the United States.
  - #106">(iv) Notwithstanding paragraphs (b) and (i), (ii) and (iii) above, payments may be made at the specified office of a Paying Agent in the United States if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectat...
- #107">(d) If the due date for payment of any amount due (whether in respect of principal, interest or otherwise) in respect of any Notes is not a Payment Business Day in the place of presentation, then the Holder thereof will not be entitled to payment ther...
- #107">(e) Each Definitive Note initially delivered with Coupons attached thereto should be surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which:
  - #107">(i) unmatured Coupons will be deducted from the amount otherwise payable on such final redemption, the amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time prior to t...
  - #107">(ii) in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Definitive Notes (whether or not surrendered therewith) shall become void and no payment shall be made ...
- #107">(f) Payments of amounts due (whether in respect of principal, interest or otherwise) in respect of Notes will be made by cheque drawn on, or by transfer to, an account maintained by the payee with a bank in the Relevant Financial Centre. Payments will...
- #107">(g) On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon Sheet relating to the Definitive Notes, the Talon forming part of such Coupon Sheet may be exchanged at the specified office of the Fiscal A...
- #107">(h) Payments of principal in respect of each Registered Note (whether or not in global form) will be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note Certificate at the specifie...
- #108">(i) Payments of interest in respect of each Registered Note (whether or not in global form) will be made by a cheque in the Specified Currency drawn on a Designated Bank and mailed by uninsured mail on the business day in the city where the specified ...
- #108">(j) Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not Payment Business Day, for value the next succeeding Payment Business Day) will be initiated and, where payment is to be...
- #108">(k) If a Paying Agent makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note Certificate, t...
- #108">(l) None of the Issuer or the Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note Certificates or for maintaining, supervising or...
- #108">(m) Payments of principal and interest in respect of the Notes will be made without taking account of any future transfer restrictions and/or regardless of any bilateral or multilateral payment or clearing agreement which may be applicable at the time...
- #109">(n) This Condition 9(n) applies to Renminbi Notes only. Notwithstanding the foregoing provisions of this Condition 9:
  - #109">(i)
    - #109">(A) Payments in Renminbi will be made by credit or transfer to an account denominated in that currency and maintained by or on behalf of the payee with a bank in Hong Kong; and
    - #109">(B) Payments of the U.S. Dollar Equivalent of the relevant Renminbi amount, determined in accordance with this Condition 9(n), will be made by credit or transfer to a U.S. dollar account (or any other account to which U.S. dollar may be credited or tr...
  - #109">(ii) If the applicable Final Terms specify that this Condition 9(n)(ii) applies, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able to satisfy payments of principal or interest (in whole or in part) in respect...
- #111">(o) If so specified in the applicable Final Terms, whenever the Issuer is due to make any payment in a currency other than Euro in respect of any Notes and such currency (the "Original Currency") is not available on the foreign exchange markets due to...
- #111">(p) For the purposes of these Terms and Conditions:
  - #111">(i) "Additional Financial Centre(s)" means the city or cities specified as such in the applicable Final Terms or if so specified as such in the applicable Final Terms, T2;
  - #111">(ii) "Clearing System Business Day" means a day on which each clearing system for which the Global Note Certificate is being held is open for business;
  - #112">(iii) "Eurozone" means the region comprised of the countries whose lawful currency is the Euro;
  - #112">(iv) "Payment Business Day" means:
    - #112">(A) if the currency of payment is Euro, any day which is:
    - #112">(B) if the currency of payment is not Euro, any day which is:
  - #112">(v) "Record Date" means the 15th day (whether or not such 15th day is a business day) before the due date of the relevant payment, provided that for so long as the Notes are represented by a Global Note Certificate and such Global Note Certificate is ...
  - #112">(vi) "Relevant Financial Centre" means (unless varied or restated in the applicable Final Terms):
#113">10. REDENOMINATION
- #113">(a) Notes denominated in the currency of a member state of the European Union in relation to which "Redenomination" is specified in the applicable Final Terms as being applicable, may be redenominated into Euro in accordance with this Condition 10.
- #113">(b) Notwithstanding the provisions of Condition 14, the Issuer may, without the consent of the Holders of Notes or Coupons, on giving at least 30 days' prior notice to the Holders of Notes and Coupons in accordance with Condition 15, designate a Reden...
- #113">(c) With effect from the Redenomination Date:
  - #113">(i) each Note and, in the case of a Fixed Rate Note each amount of interest specified in the Coupons, shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated into such amount of Euro as is equivalent ...
  - #113">(ii) all payments in respect of the Notes, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in Euro, as though references in the Notes to the Specified Currency were to Euro. Such pay...
  - #113">(iii) the Issuer may elect that the Notes shall be exchangeable for Notes expressed to be denominated in Euro in accordance with such arrangements as the Issuer may decide, after consultation with the Issuing and Paying Agent, and as may be specified ...
  - #113">(iv) if the Notes are Fixed Rate Notes and interest is required to be calculated for a period of less than one year, it will, if the Issuer so decides, be calculated on the basis of the actual number of days elapsed divided by 365 (or, if any of the d...
  - #113">(v) if the Notes are Floating Rate Notes, the Issuer may adjust the reference rate of the Notes to any of EURIBOR or CMS Brussels and, if required, any or all Interest Payment Dates as it deems necessary in accordance with the then pertaining market p...
  - #113">(vi) such other changes will be made to the Terms and Conditions as the Issuer may decide, after consultation with the Issuing and Paying Agent, to conform such Notes to market conventions then applicable to instruments denominated in Euro including, ...
- #114">(d) As used in these Terms and Conditions:
  - #114">(i) in relation to interest-bearing Notes, shall be an Interest Payment Date;
  - #114">(ii) is specified by the Issuer in the notice given to the Holders pursuant to this Condition 10; and
  - #114">(iii) falls on or after the date on which the country of the relevant currency participates in the third stage of European Economic and Monetary Union; and
- #114">(e) In connection with any such redenomination contemplated by this Condition 10, and without prejudice to Condition 15, the Issuer may also from time to time, without the consent of the Holders of Notes or Coupons, consolidate the Notes with one or m...
#114">11. PRESCRIPTION
#114">12. AGENTS
- #114">(a) an Issuing and Paying Agent,
- #114">(b) a Registrar,
- #114">(c) a Paying Agent with a specified office in continental Europe,
- #114">(d) so long as any Notes are listed on the SIX Swiss Exchange, a Paying Agent with a specified office in Switzerland;
- #114">(e) so long as any Notes are listed on the Luxembourg Stock Exchange, a Paying Agent with a specified office in Luxembourg; and
- #114">(f) so long as any Notes are listed on Euronext Amsterdam, a Paying Agent with a specified office in Amsterdam.
#114">13. REPLACEMENT OF NOTES, NOTE CERTIFICATES AND COUPONS
#115">14. MEETINGS OF HOLDERS, MODIFICATION AND WRITTEN RESOLUTIONS
- #115">(a) Meetings of holders
- #115">(b) Modification
- #115">(c) Resolutions passed in writing
#115">15. NOTICES
- #116">(i) for so long as all the Notes are represented by a Permanent Global Note (or by a Permanent Global Note and/or a Temporary Global Note) or a Global Note Certificate and the Permanent Global Note is (or the Permanent Global Note and/or the Temporary...
- #116">(ii) in the case of Notes admitted to listing on the Luxembourg Stock Exchange (for as long as the rules of the Luxembourg Stock Exchange require), all notices regarding a Note listed on the Luxembourg Stock Exchange will be published in a daily newsp...
- #116">(iii) in the case of Notes admitted to Listing on the SIX Swiss Exchange, all notices to Noteholders will be deemed to have been given if published by the Principal Swiss Paying Agent at the expense of the Issuer, (i) by means of electronic publicatio...
- #116">(b) To the Issuer
#116">16. FURTHER ISSUES
#116">17. ADDITIONAL OBLIGATIONS
#117">18. SUBSTITUTION OF THE ISSUER
- #117">(a) The Issuer or any previous substitute of the Issuer under this Condition may at any time be replaced and substituted by any company (incorporated in any country in the world) controlling, controlled by or under common control with the Issuer as th...
  - #117">(i) such documents shall be executed by the Substituted Debtor and (if the Substituted Debtor is not the Issuer) the Issuer or any previous substitute as aforesaid as may be necessary to give full effect to the substitution (together the "Documents") ...
  - #117">(ii) without prejudice to the generality of sub-paragraph (i) hereof, where the Substituted Debtor is incorporated or resident for taxation purposes in a territory other than the Netherlands, or is undertaking its obligations with respect to the Notes...
  - #117">(iii) the Documents shall contain a warranty and representation (a) that the Substituted Debtor and the Issuer (or any previous substitute as aforesaid) have obtained all necessary governmental and regulatory approvals and consents for such substituti...
  - #117">(iv) Condition 7 shall be deemed to be amended so that it shall also be an Event of Default under the said Condition if the Guarantee (as defined below) shall cease to be valid or binding on or enforceable against the Issuer; and upon the Documents be...
- #117">(b) In connection with any substitution effected pursuant to this Condition, neither the Issuer nor the Substituted Debtor need have any regard to the consequences of any such substitution for individual Noteholders or Couponholders resulting from the...
- #117">(c) Upon the Documents becoming valid and binding obligations of the Substituted Debtor and the Issuer (in respect of its provision of the Guarantee) (as "Guarantor") (and upon a legal opinion to that effect being issued by local counsel of recognised...
- #118">(d) The documents referred to in paragraph (a) above shall be deposited with and held by the Issuing and Paying Agent for so long as any Notes remain outstanding and for so long as any claim made against the Substituted Debtor or (if the Substituted D...
- #118">(e) Not later than 15 Business Days after the execution of the Documents, the Substituted Debtor shall give notice thereof to the Noteholders in accordance with Condition 15.
- #118">(f) For the purposes of this Condition 18, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a company, whether by contract or through the ownership, direct...
#118">19. LAW AND JURISDICTION
- #118">(a) The Notes and the Issuing and Paying Agency Agreement and any non-contractual obligations arising out of or in connection with the Notes and the Issue and Paying Agency Agreement are governed by, and shall be construed in accordance with, the laws...
- #118">(b) The Issuer irrevocably submits, for the exclusive benefit of the Holders of the Notes, to the jurisdiction of the Court (Rechtbank) and its appellate courts at The Hague, the Netherlands.
- #118">(c) The Issuer is not entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process except in respect of assets located in the Netherlands that have a public utility function (goederen bestemd voor ...
  - #212">i. holders of Notes if such holders, and in the case of individuals, his/her partner or certain of their relatives by blood or marriage in the direct line (including foster children), have a substantial interest (aanmerkelijk belang) or deemed substan...
  - #212">ii. pension funds, investment institutions (fiscale beleggingsinstellingen), exempt investment institutions (vrijgestelde beleggingsinstellingen) (as defined in the Netherlands Corporate Income Tax Act 1969; Wet op de vennootschapsbelasting 1969) and ...
- #226">(a) except to the extent permitted under the D Rules, (i) it has not offered or sold, and during the restricted period will not offer or sell, Bearer Notes to a person who is within the United States or its possessions or to a United States person, an...
- #227">(b) it has and throughout the restricted period will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Bearer Notes are aware that such Notes may not be offered or sold during the ...
- #227">(c) if such Dealer is a United States person, it represents that it is acquiring the Bearer Notes for purposes of resale in connection with their original issuance and, if such Dealer retains Bearer Notes for its own account, it will only do so in acc...
- #227">(d) with respect to each affiliate (if any) that acquires from such Dealer Bearer Notes for the purposes of offering or selling such Notes during the restricted period, such Dealer either (i) hereby represents and agrees on behalf of such affiliate (i...
- #227">(e) with respect to any person other than its affiliate with whom a Dealer enters into a written contract, as defined in U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(4) or any successor provision for purposes of Section 4701 of the Code, for the offer and s...
  - #233">(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in section 275(1A) or section 276(4)(c)(ii) of the SFA;
  - #233">(ii) where no consideration is or will be given for the transfer;
  - #233">(iii) where the transfer is by operation of law;
  - #233">(iv) as specified in section 276(7) of the SFA; or
  - #233">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
  - #233">SFA Product Classification: In connection with section 309B of the SFA and the CMP Regulations 2018, prior to making any offering of Notes, the Issuer shall make a determination in relation to each issue of Notes, and notify all relevant persons (as d...
#239">1. The establishment of the Programme was authorised by the Executive Board of the Issuer on 29 November 1993, pursuant to the authorisation of the Supervisory Board of the Issuer of 12 November 1993. Increases of the size of the Programme were, pursu...
#239">2. There are not and have not been any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months before the date of this Base Prospectus which may ...
#239">3. There has been no material adverse change in the prospects of the Issuer nor has there been any significant change in the financial performance or financial position of the Issuer or its subsidiaries, taken as a whole, which has occurred since 31 D...
#239">4. Application may be made to list Notes on the regulated market of the Luxembourg Stock Exchange. A notice relating to the issue (Notice Légale) as well as the Articles of Association (statuten) of the Issuer will be lodged with the Registre de Comme...
#239">5. Application may be made to list Notes on Euronext in Amsterdam, the regulated market of Euronext Amsterdam N.V. and on SIX Swiss Exchange Ltd.
#239">6. The financial statements of the Issuer have been audited since 2016 by PricewaterhouseCoopers Accountants N.V. ("PwC"), chartered accountants (registeraccountants), and an unqualified opinion has been reported thereon. PwC is located at Thomas R. M...
#239">7. For the life of the Base Prospectus and for so long as any Notes are outstanding, copies and, where appropriate, English translations of the following documents may be inspected to the extent available at the investor relation section of the websit...
- #239">(a) the Deed of Incorporation and the Articles of Association (statuten) of the Issuer;
- #239">(b) the Issuing and Paying Agency Agreement (as amended);
- #240">(c) the audited financial statements for the three financial years preceding the date of the Base Prospectus and the latest audited financial statements and unaudited semi-annual financial statements of the Issuer;
- #240">(d) a copy of this Base Prospectus and any further prospectus or prospectus supplement prepared by the Issuer for the purpose of updating or amending any information contained herein or therein;
- #240">(e) each Final Terms in relation to listed issues of Notes; and
- #240">(f) any press releases that are published in relation to the Issuer or to issues of Notes.
- #240">For the avoidance of doubt, unless specifically incorporated by reference into this Base Prospectus, information contained on the website does not form part of this Base Prospectus.
#240">8. The Issuer has no patents, licenses or agreements which are of significance to its business activities or its profit.
#240">9. The price and amount of Notes will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. The issue price will be disclosed in the applicable Final Terms.
#240">10. The appropriate Common Code, International Securities Identification Number (ISIN), CUSIP, Financial Short Name (FISN), Classification of Financial Instruments (CFI) code or Valor (as applicable) in relation to the Notes of each Series will be con...
#240">11. The Legal Entity Identifier (LEI) Code of the Issuer is 529900GGYMNGRQTDOO93.
#240">12. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12-month validity period.