Obbligazione Agrarrentenbank 1% ( XS0893356120 ) in GBP

Emittente Agrarrentenbank
Prezzo di mercato 100 GBP  ⇌ 
Paese  Germania
Codice isin  XS0893356120 ( in GBP )
Tasso d'interesse 1% per anno ( pagato 1 volta l'anno)
Scadenza 15/12/2017 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Landwirtschaftliche Rentenbank XS0893356120 in GBP 1%, scaduta


Importo minimo 1 000 GBP
Importo totale 825 000 000 GBP
Descrizione dettagliata La Landwirtschaftliche Rentenbank è una banca pubblica tedesca che finanzia l'agricoltura e lo sviluppo rurale.

The Obbligazione issued by Agrarrentenbank ( Germany ) , in GBP, with the ISIN code XS0893356120, pays a coupon of 1% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 15/12/2017







FINAL TERMS DATED 12 DECEMBER, 2013

LANDWIRTSCHAFTLICHE RENTENBANK
Issue of GBP 50,000,000 1.00 per cent. Notes due 15th December, 2017 (the "Notes")
(to be consolidated, form a single series and be interchangeable for trading purposes with the
GBP 200,000,000 1.00 per cent. Notes due 15th December, 2017, issued on 21st February, 2013, the
GBP 100,000,000 1.00 per cent. Notes due 15th December, 2017, issued on 7th March, 2013, the
GBP 50,000,000 1.00 per cent. Notes due 15th December, 2017, issued on 22nd March, 2013, the
GBP 100,000,000 1.00 per cent. Notes due 15th December, 2017, issued on 15th July, 2013, and the
GBP 50,000,000 1.00 per cent. Notes due 15th December, 2017, issued on 13th November, 2013)
under the EUR 60,000,000,000
Euro Medium Term Note Programme
PART A CONTRACTUAL TERMS
The Notes described herein in the Aggregate Nominal Amount of GBP 50,000,000 are to be
consolidated and form a single series and be fungible with the Notes in the Aggregate Nominal Amount of
GBP 200,000,000 issued under Series Number 1071, Tranche 1, pursuant to the Final Terms dated 19th
February, 2013, GBP 100,000,000 issued under Series Number 1071, Tranche 2, pursuant to the Final Terms
dated 5th March, 2013, GBP 50,000,000 issued under Series Number 1071, Tranche 3, pursuant to the Final
Terms dated 20th March, 2013, GBP 100,000,000 issued under Series Number 1071, Tranche 4, pursuant to the
Final Terms dated 11th July, 2013, and the GBP 50,000,000 issued under Series Number 1071, Tranche 5,
pursuant to the Final Terms dated 11th November, 2013, each subject to Terms and Conditions set forth in the
Base Prospectus dated 16th May, 2012 as supplemented by the Base Prospectus Supplement dated 29th August,
2012 (the "Original Terms and Conditions"). This document constitutes the Final Terms of the Notes described
herein for purposes of Article 5.4 of the Prospectus Directive and Section 6 of the German Securities Prospectus
Act (Wertpapierprospektgesetz) (the "Securities Prospectus Act"), and must be read in conjunction with the
Base Prospectus dated 23rd May, 2013, the Base Prospectus Supplement dated 7th August, 2013 and Terms and
Conditions identical to the Original Terms and Conditions attached hereto. Full information on the Issuer and
the offer of the Notes is only available on the basis of the combination of these Final Terms, the Terms and
Conditions attached hereto, the Base Prospectus dated 23rd May, 2013 and the Base Prospectus Supplement
dated 7th August, 2013. However, a summary of the issue of the Notes (which comprises the summary in the
Base Prospectus as supplemented and as completed to reflect the provisions of these Final Terms) is annexed to
these Final Terms. The Final Terms, the Base Prospectus dated 23rd May, 2013, the Base Prospectus
Supplement dated 7th August, 2013 and the documents incorporated therein by reference are available for
viewing at and copies may be obtained from the offices of the principal paying agent, Deutsche Bank AG,
London Branch, at Winchester House, 1 Great Winchester Street, London EC2N 2DB, England, or in an
electronic form on the Issuer's website at www.rentenbank.de.
1. (i) Series
Number:

1071
(ii) Tranche Number:
6
(iii) Date on which the Notes become
The Notes shall be consolidated, form a single series and be
fungible
interchangeable for trading purposes on the Issue Date with the
GBP 200,000,000 1.00 per cent. Notes due 15th December,
2017, issued on 21st February, 2013, the GBP 100,000,000
1.00 per cent. Notes due 15th December, 2017, issued on 7th
March, 2013, the GBP 50,000,000 1.00 per cent. Notes due
15th December, 2017, issued on 22nd March, 2013, the GBP
100,000,000 1.00 per cent. Notes due 15th December, 2017,
issued on 15th July, 2013, and the GBP 50,000,000 1.00 per
cent. Notes due 15th December, 2017, issued on 13 November,
2013.
2. Specified Currency or Currencies:
Pound Sterling ("GBP")
3. Aggregate Nominal Amount:

(i)
Series:
GBP 550,000,000
(ii) Tranche:
GBP 50,000,000
4. Issue Price:
98.291 per cent. of the Aggregate Nominal Amount plus


accrued interest from and including 15th December, 2013 up to
but excluding 16th December, 2013 (1 days' accrued interest)
5. (i)
Specified Denominations:
GBP 1,000
(ii) Calculation Amount:
GBP 1,000
6. (i)
Issue Date:
16th December, 2013
(ii) Interest Commencement Date:
15th December, 2013
7. Maturity Date:
15th December, 2017
8. Interest Basis:
1.00 per cent. Fixed Rate
(further particulars specified in paragraph 13 below)
9. Redemption/Payment Basis:
Redemption at par
10. Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
11. Put/Call Options:
Not Applicable
12. Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
1.00 per cent. per annum payable annually in arrear
(ii) Interest Payment Date(s):
15th December in each year up to and including Maturity Date,
commencing on 15th December, 2014
(iii) Fixed Coupon Amount:
GBP 10.00 per Calculation Amount
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Business Day Convention:
Following Unadjusted
(vii) Business Centre(s):
Not Applicable
(viii) Determination Date(s):
15th December in each year
14. Floating Rate Note Provisions
Not Applicable
15. Zero Coupon Note Provisions
Not Applicable
16. Alternative Settlement Note Provisions
Not Applicable
17. Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Call Option:
Not Applicable
19. Put Option:
Not Applicable
20. Final Redemption Amount of each Note:
GBP 1,000 per Calculation Amount
21. Early Redemption Amount

Early Redemption Amount(s) per Calculation Condition 7(e) applies
Amount payable on redemption for taxation
reasons or on event of default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes:
Bearer Notes
Permanent Bearer Global Note which is exchangeable for
2



Definitive Bearer Notes only upon an Exchange Event.
23. New Global Note:
No
24. Financial Centre(s):
London and TARGET
25. Talons for future Coupons to be
No
attached to Definitive Notes (and
dates on which such Talons mature):
26. Details relating to Partly Paid Notes: amount
Not Applicable
of each payment comprising the Issue Price
and date on which each payment is to be
made:
27. Details relating to Instalment Notes:

(i)
Instalment Amount(s):
Not Applicable
(ii) Instalment Date(s):
Not Applicable
28. Redenomination applicable:
Not Applicable
29. Consolidation provisions:
Condition 16 applies

PART B OTHER INFORMATION
1. LISTING AND ADMISSION TO
Application has been made by the Issuer (or on its behalf) for the
TRADING:
Notes to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange (Bourse de Luxembourg) with effect
from the Issue Date.
The Notes previously issued under Series 1071 (Tranches 1, 2, 3, 4
and 5) are already admitted to listing and trading on the Regulated
Market of the Luxembourg Stock Exchange.
2. RATINGS:
The Notes have been assigned the following ratings:
Moody's: Aaa
S & P: AAA
Fitch: AAA
According to Moody's Investors Services, a long-term issue rated
"Aaa" is judged to be of the highest quality, with minimal credit risk.
According to Standard & Poor's, a long-term obligation rated
"AAA" has the highest rating assigned by Standard & Poor's, and the
obligor's capacity to meet its financial commitment on the obligation
is extremely strong.
According to Fitch Ratings, "AAA" ratings denote the lowest
expectation of default risk. They are assigned only in cases of
exceptionally strong capacity for payment of financial commitments.
This capacity is highly unlikely to be adversely affected by
foreseeable events.
The credit ratings included herein will be treated for the purposes of
Regulation (EC) No 1060/2009 on credit rating agencies, as
amended by Regulation (EU) No 513/2011 (the "CRA Regulation")
as having been issued by Standard & Poor's Credit Market Services
Europe Limited ("S&P"), Moody's Deutschland GmbH ("Moody's")
and Fitch Ratings Limited ("Fitch"), upon registration pursuant to
the CRA Regulation. Each of S&P, Moody's and Fitch is
established in the European Union and is registered under the CRA
Regulation. Reference is made to the list of credit rating agencies
registered in accordance with the CRA Regulation published by the
European Securities and Markets Authority on its website
3



(www.esma.europa.eu), which is updated within five working days
following the adoption of a decision under Articles 16, 17 or 20 of
the CRA Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER:
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the
Notes has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES:
(i)
Reasons for the offer:
The net proceeds from the issue of Notes will be applied by the
Issuer for its general corporate purposes.
(ii) Estimated net proceeds:
GBP 49,146,869.86 (including GBP 1,369.86 in accrued interest)
(iii) Estimated total expenses:
Not Applicable
5. YIELD:
Indication of yield:
1.443 per cent. per annum
Calculated at the Issue Date in accordance with the ICMA method,
which determines the effective interest rate of the Notes taking into
account accrued interest on a daily basis.
As set out above, the yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.
6. HISTORICAL INTEREST RATES:
Not Applicable
7. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT:
Not Applicable
8. OPERATIONAL INFORMATION:
ISIN Code:
XS0893356120
Common Code:
089335612
WKN:
A1MAQ1
Any clearing system(s) other than
Not Applicable
Euroclear and Clearstream,
Luxembourg and the relevant
identification number(s):
Delivery:
Delivery against payment
Name and address of additional Paying
Not Applicable
and Transfer Agent(s) (if any):
Intended to be held in a manner which
No
would allow Eurosystem eligibility:

9. DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii) If
syndicated:

(A) Name and addresses
Not Applicable
of Managers and

underwriting
commitments:
(B) Date
of
Syndication
Not Applicable
Agreement:
4





ANNEX I

ORIGINAL TERMS AND CONDITIONS




TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Conditions") of Notes to be issued by the Issuer which
will be incorporated by reference into each Global Note and which will be incorporated into (or, if permitted by
the relevant stock exchange or other relevant authority and agreed between the Issuer and the relevant Dealer,
incorporated by reference into) each Definitive Note. The following Terms and Conditions will be applicable to
the Uncertificated Notes. Uncertificated Notes will not be evidenced by any physical note or document of title
other than statements of account made by VP or VPS, as the case may be. Ownership of Uncertificated Notes
will be recorded and transfer effected through the book entry system and register maintained by VP or VPS, as
the case may be. Part A of the applicable Final Terms in relation to any Tranche of Notes (including
Uncertificated Notes) may specify other terms and conditions which shall, to the extent so specified or to the
extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and
Conditions for the purpose of such Notes. The applicable Final Terms will be incorporated into, or attached to,
each Global Note and Definitive Note. Reference should be made to "Forms of Final Terms" for the form of
the Final Terms which specifies which of certain capitalised terms as defined in the following Terms and
Conditions are to apply in relation to the relevant Notes.
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms
and Conditions of the Notes herein, in which case a supplementary base prospectus, if appropriate, will be made
available which will describe the effect of such agreement reached in relation to such Notes.
This Note is one of a series of Notes issued by the Issuer (which expression shall include any
Substituted Debtor pursuant to Condition 17) pursuant to the Agency Agreement (as defined below).
References herein to the "Notes" shall be references to the Notes of this Series (as defined below) and shall
mean:
(i)
in relation to any Notes represented by a global Note (a "Global Note"), units of the lowest
denomination specified in the relevant Final Terms ("Specified Denomination") in the currency
specified in the relevant Final Terms ("Specified Currency");
(ii)
Definitive Notes issued in exchange (or part exchange) for a Global Note;
(iii) any Global Note;
(iv) Uncertificated Notes registered with and cleared through VP Securities A/S ("VP Notes" and
"VP", respectively) in accordance with applicable Danish laws and regulations and the
procedures applicable to and/or issued by VP from time to time; and
(v)
Uncertificated Notes registered with and cleared through the Norwegian Central Securities
Depository (Verdipapirsentralen ASA) ("VPS Notes" and "VPS", respectively) in accordance
with applicable Norwegian laws and regulations and the procedures applicable to and/or issued
by VPS from time to time.
The Notes, the Receipts (as defined below) and the Coupons (as defined below) also have the benefit
of an amended and restated agency agreement dated 16th May, 2012 (such amended and restated agency
agreement as from time to time modified, supplemented and/or restated, the "Agency Agreement") and
made among the Issuer, Deutsche Bank AG, London Branch as issuing and principal paying agent, paying
and transfer agent and exchange agent (in each such capacity, the "Principal Paying Agent" and "Exchange
Agent", each of which expressions shall include any successor principal paying agent or exchange agent
specified in the applicable Final Terms, respectively), Deutsche Bank Trust Company Americas (the
"Registrar", which expression shall include any successor registrar specified in the applicable Final Terms),
Danske Bank A/S (the "VP Agent", which expression shall include any successor VP Agent specified in the
applicable Final Terms), Nordea Bank Norge ASA (the "VPS Agent", which expression shall include any
successor VPS Agent specified in the applicable Final Terms) and the other paying and transfer agents
named therein (together with the Principal Paying Agent, the "Paying and Transfer Agents", which
expression shall include any additional or successor paying and transfer agents). Determinations with regard
to Notes (including, without limitation, Index Linked Notes and Dual Currency Notes) shall be made by
the Calculation Agent specified in the applicable Final Terms in the manner specified in the applicable Final
Terms.
Each Tranche of VP Notes will be created and held in uncertificated and dematerialised book entry
form in accounts with VP. The VP Agent will act as agent of the Issuer in respect of all dealings with VP in
35


respect of the VP Notes. Each Tranche of VPS Notes will be created and held in uncertificated and
dematerialised book entry form in accounts with VPS. The VPS Agent will act as agent of the Issuer in
respect of all dealings with VPS in respect of the VPS Notes.
Interest-bearing Definitive Notes (unless otherwise indicated in the applicable Final Terms) have
interest coupons ("Coupons") and, if indicated in the applicable Final Terms, talons for further coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context
otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in
instalments have receipts ("Receipts") for the payment of the instalments of principal (other than the final
instalment) attached on issue. Any reference herein to "Noteholders" shall mean the holders of the Notes,
and shall, in relation to any Notes represented by a Global Note or in relation to Uncertificated Notes, be
construed as provided below. Any reference herein to "Receiptholders" shall mean the holders of the
Receipts and any reference herein to "Couponholders" shall mean the holders of the Coupons, and shall,
unless the context otherwise requires, include the holders of the Talons. Registered Notes and Global Notes
do not have Receipts, Coupons or Talons attached on issue. Uncertificated Notes are in uncertificated and
dematerialised form: any reference in these Terms and Conditions to Receipts, Coupons and Talons shall
not apply to Uncertificated Notes and no Global or Definitive Notes will be issued in respect thereof. These
Terms and Conditions shall be construed accordingly.
The Final Terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final
Terms which are (except in the case of Uncertificated Notes) attached to or endorsed on this Note. Part A
of the Final Terms (or such relevant provisions thereof) must be read in conjunction with these Terms and
Conditions and may specify other terms and conditions which shall, to the extent so specified or to the
extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the
purposes of this Note. References to the "applicable Final Terms" are to Part A of the Final Terms (or the
relevant provisions thereof) which are (except in the case of Uncertificated Notes) attached to or endorsed
on this Note.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and
admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches
of Notes which are (i) expressed to be consolidated and form a single series and (ii) are identical in all
respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest
Commencement Dates and/or Issue Prices.
The Noteholders, the Receiptholders and the Couponholders (other than holders of Uncertificated
Notes) are entitled to the benefit of the Deed of Covenant made by the Issuer. The original of the Deed of
Covenant is held by a common depositary on behalf of Euroclear and Clearstream, Luxembourg (each as
defined below).
Copies of the Agency Agreement and the Deed of Covenant are available for inspection during
normal business hours at the specified offices of each of the Principal Paying Agent, the Registrar, the VP
Agent, VPS Agent and the other Paying and Transfer Agents (such agents, together with the Exchange
Agent, the "Agents"). Copies of the applicable Final Terms are available for inspection at and copies may
be obtained from the specified offices of the Principal Paying Agent, the Registrar and the other Paying and
Transfer Agents save that, if this Note is neither admitted to trading on a regulated market in the European
Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required
to be published under the Prospectus Directive, the applicable Final Terms will only be obtainable by a
Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory to the
Principal Paying Agent, Registrar and/or the Paying and Transfer Agent as to its holding of such Notes and
identity. If this Note is admitted to trading on the Luxembourg Stock Exchange's regulated market, the
applicable Final Terms will also be available for viewing on the website of the Luxembourg Stock Exchange
at www.bourse.lu. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice
of, and are entitled to the benefit of, all the provisions of the Deed of Covenant, the Agency Agreement and
the applicable Final Terms which are binding on them.
The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
36


1.
Form, Denomination and Title
The Notes are issued in bearer form ("Bearer Notes"), registered form ("Registered Notes") or
uncertificated and dematerialised book entry form ("Uncertificated Notes"), as specified in the Final Terms
and, in the case of Definitive Notes, serially numbered, in the Specified Currency and the Specified
Denomination(s). Bearer Notes may not be exchanged for any other form of Notes and vice versa.
Registered Notes may not be exchanged for any other form of Notes and vice versa. VP Notes may not be
exchanged for any other form of Notes and vice versa. VPS Notes may not be exchanged for any other form
of Notes and vice versa.
This Note may be a Senior Note or a Subordinated Note, as indicated in the applicable Final Terms.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked
Interest Note, a Dual Currency Note or a combination of any of the foregoing, depending upon the Interest
Basis shown in the applicable Final Terms.
This Note may be an Index Linked Redemption Note, a Dual Currency Redemption Note, a Partly
Paid Note, an Instalment Note, or a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Final Terms.
Bearer Notes may be issued in CGN or NGN form. If the applicable Final Terms indicate that the
Global Note is not issued in NGN form, the nominal amount of Notes represented by the Global Note shall
be determined by means of the annotations to the Global Note. If the applicable Final Terms indicate that
the Global Note is issued in NGN form the nominal amount of Notes represented by the Global Note shall
be the aggregate amount from time to time entered in the records of Euroclear and Clearstream,
Luxembourg (together, the relevant "Clearing Systems"). The records of the relevant Clearing Systems shall
be conclusive evidence of the nominal amount of Notes represented by the Global Note and, for these
purposes, a statement issued by the relevant Clearing System stating the nominal amount of Notes
represented by the Global Note at any time shall be conclusive evidence of the records of the relevant
Clearing System at that time. Payments due in respect of Notes for the time being represented by the Global
Note shall be made to the bearer of the Global Note and each payment so made will discharge the Issuer's
obligations in respect thereof. Any failure to make the entries referred to above shall not affect such
discharge. The Global Note shall not be valid unless authenticated by the Principal Paying Agent. If the
applicable Final Terms indicate that the Global Note is intended to be held in a manner which would allow
Eurosystem eligibility, the Common Safekeeper must be one of the ICSDs.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery and
title to the Registered Notes will pass upon registration of transfers in accordance with the provisions of the
Agency Agreement. The Issuer, the Principal Paying Agent, the Registrar and any other Paying and Transfer
Agent may deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of
any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice
of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the
case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph, and
the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly.
The holder of Uncertificated Notes will be the person evidenced as such by a book entry in the records of
VP or VPS, as the case may be. Title to the VP Notes will pass by registration in the registers between the
direct or indirect accountholders at VP in accordance with applicable laws and the rules and procedures of
VP. Where a nominee is so evidenced, it shall be treated by the Issuer as the holder of the relevant VP Note.
Title to the VPS Notes will pass by registration in the registers between the direct or indirect accountholders
at VPS in accordance with applicable law and the rules and procedures of VPS. Where a nominee is so
evidenced, it shall be treated by the Issuer as the holder of the relevant VPS Note.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or
Clearstream, Luxembourg or for so long as DTC or its nominee is the registered holder of a Registered
Global Note, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being
shown in the records of Euroclear or Clearstream, Luxembourg or, as the case may be, DTC as the holder
of a particular nominal amount of such Notes (in which regard any certificate or other document issued by
such clearing system as to the nominal amount of such Notes standing to the account of any person shall,
save in the case of manifest error, be conclusive and binding for all purposes, including any form of
statement or print out of electronic records provided by the relevant clearing system in accordance with its
usual procedures and in which the holder of a particular nominal amount of such Notes is clearly identified
together with the amount of such holding) shall be treated by the Issuer, the Principal Paying Agent and the
37


Registrar and any other Paying and Transfer Agent as the holder of such nominal amount of such Notes
for all purposes other than with respect to the payment of principal or interest on the Notes, for which
purpose, in the case of Notes represented by a Bearer Global Note, the bearer of the relevant Bearer Global
Note or, in the case of a Registered Global Note the registered holder of the relevant Registered Global
Note shall be treated by the Issuer, the Principal Paying Agent, the Registrar and any other Paying and
Transfer Agent as the holder of such Notes in accordance with and subject to the terms of the relevant
Global Note; and the expressions "Noteholder" and "holder of Notes" and related expressions shall be
construed accordingly. Notes which are represented by a Global Note will be transferable only in accordance
with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or DTC, as
the case may be.
For so long as any of the Notes are VP Notes, each person who is for the time being shown in the
book entry system and register maintained by VP as the holder of a VP Note shall be treated by the Issuer,
the VP Agent and any other Paying and Transfer Agent as the holder of such Notes for all purposes in
accordance with applicable Danish laws and regulations; and the expressions "Noteholder" and "holder of
Notes" and related expressions shall be construed accordingly. VP Notes will be transferable only in
accordance with applicable Danish laws and regulations and the procedures applicable to and/or issued by
VP from time to time. VP Notes will be issued in uncertificated and dematerialised form and no global or
definitive Notes will be issued in respect thereof and the Conditions shall be construed accordingly.
For so long as any of the Notes are VPS Notes, each person who is for the time being shown in the
records of VPS as the holder of a VPS Note shall be treated by the Issuer, the VPS Agent and any other
Paying and Transfer Agent as the holder of such Notes for all purposes in accordance with applicable
Norwegian laws and regulations; and the expressions "Noteholder" and "holder of Notes" and related
expressions shall be construed accordingly. VPS Notes will be transferable only in accordance with
applicable Norwegian laws and regulations and the procedures applicable to and/or issued by VPS from time
to time. VPS Notes will be issued in uncertificated and dematerialised form and no global or definitive Notes
will be issued in respect thereof and the Conditions shall be construed accordingly.
References to Euroclear, Clearstream, Luxembourg and/or DTC and/or VP and/or VPS shall,
whenever the context so permits, be deemed to include a reference to any additional or alternative clearing
system approved by the Issuer, the relevant Dealer and the Principal Paying Agent.
Bearer Notes, once issued in definitive form in the Specified Currency and the Specified
Denomination(s), may not be exchanged for Bearer Notes of another Specified Denomination.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in
which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.
In relation to any issue of Bearer Notes which have a minimum denomination and are tradable, so
long as the Notes are represented by a temporary Global Note or a permanent Global Note and the relevant
Clearing System(s) so permit, in denominations above such minimum denomination which are not integral
multiples of the minimum denomination, should Definitive Notes be required to be issued, a holder who
does not have an integral multiple of the minimum denomination in his account with the relevant Clearing
Systems at the relevant time, may not receive all of his entitlement in the form of Definitive Notes unless
and until such time as his holding becomes an integral multiple of the minimum denomination.
2.
Provisions Relating to Registered Notes
(a) Transfers of interest in Registered Global Notes
Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if appropriate,
indirect participants in such clearing systems acting on behalf of beneficial transferors and transferees of
such interests. A beneficial interest in a Registered Global Note will, subject to compliance with all
applicable legal and regulatory restrictions, be transferable for Notes in definitive form or for a beneficial
interest in another Registered Global Note only in the Specified Denominations and only in accordance
with the rules and operating procedures for the time being of DTC, Euroclear or Clearstream, Luxembourg,
as the case may be, and in accordance with these Terms and Conditions. Transfers of a Registered Global
Note registered in the name of a nominee for DTC shall be limited to transfers of such Registered Global
Note, in whole but not in part, to another nominee of DTC or to a successor of DTC or such successor's
nominee.
38


Document Outline