Obligation European Stability Instrument 1.125% ( EU000A1U9969 ) en EUR

European Stability Instrument

100 % ⇌

Luxembourg

EU000A1U9969 ( en EUR )

1.125% par an ( paiement annuel )

03/05/2032 - Obligation échue

Prospectus brochure de l'obligation European Stability Mechanism EU000A1U9969 en EUR 1.125%, échue

1 EUR

4 000 000 000 EUR

L'European Stability Mechanism (ESM) est un fonds permanent de sauvetage financier pour les pays de la zone euro en difficulté, créé en 2012 pour garantir la stabilité financière de la zone euro.

L'instrument financier de type obligation, identifié par le code ISIN EU000A1U9969, a été émis par le European Stability Mechanism (ESM), une organisation intergouvernementale basée au Luxembourg. L'ESM est une institution financière internationale créée par les États membres de la zone euro pour fournir une assistance financière aux pays de la zone euro en difficulté, contribuant ainsi à la stabilité financière de la région; agissant comme un mécanisme permanent de résolution de crises, l'ESM émet régulièrement des obligations sur les marchés financiers pour financer ses opérations de soutien. Cette émission spécifique, libellée en euros (EUR) et dont la taille totale s'élevait à 4 milliards, portait un taux d'intérêt annuel fixe de 1.125% et avait une fréquence de paiement annuelle unique; son pays d'émission enregistré était le Luxembourg et la taille minimale à l'achat était fixée à 1 unité. Initialement prévue pour une maturité au 3 mai 2032, cette obligation est désormais arrivée à son terme et l'émetteur a procédé au remboursement complet du principal à 100% de sa valeur nominale, clôturant ainsi cette ligne d'emprunt pour les investisseurs.

INFORMATION MEMORANDUM dated 4 March 2016

The European Stability Mechanism

Debt Issuance Programme
This document (the "Information Memorandum") describes the debt issuance programme established on 3
December 2012 (the "Programme") by the European Stability Mechanism, an international financial institution
established by the Treaty Establishing the European Stability Mechanism between the Kingdom of Belgium, the
Federal Republic of Germany, the Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain,
the French Republic, the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of
Lithuania, the Grand Duchy of Luxembourg, Malta, the Kingdom of the Netherlands, the Republic of Austria,
the Portuguese Republic, the Republic of Slovenia, the Slovak Republic and the Republic of Finland signed in
Brussels on 2 February 2012, as amended (the "Treaty"), whose seat and principal office is at 6a Circuit de la
Foire Internationale, L-1347 Luxembourg (the "Issuer"). Under the Programme, the Issuer may from time to
time issue notes (the "Notes") on the terms and conditions set out in this Information Memorandum as modified
or supplemented by the final terms (the "Final Terms") published at the time of issue.
Application may be made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the regulated market of the
Luxembourg Stock Exchange. The Programme also permits Notes to be issued on an unlisted basis or to be
admitted to listing, trading and/or quotation by such other further listing authorities, stock exchanges, regulated
markets and/or trading facilities or quotation systems as may be agreed between the Issuer and the relevant
Dealers, in each case as specified in the relevant Final Terms. Notes will be issued in bearer form or registered
form, or, to the extent possible, in dematerialised form, as indicated in the Final Terms.

TABLE OF CONTENTS

Page
SUMMARY ........................................................................................................................................................... 2
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 5
FORM OF FINAL TERMS .................................................................................................................................. 24
FORMS OF THE NOTES .................................................................................................................................... 35
SUBSCRIPTION AND SALE ............................................................................................................................. 41
AUCTION PROCESS .......................................................................................................................................... 44
TRANSFER RESTRICTIONS ............................................................................................................................. 45
USE OF PROCEEDS ........................................................................................................................................... 49
GENERAL INFORMATION ............................................................................................................................... 49

This Information Memorandum is dated as of 4 March 2016.

IMPORTANT NOTICES
This Information Memorandum, together with any Final Terms, contains all the information that the Issuer has
authorised to be published concerning the Programme. This Information Memorandum was last revised on the
date appearing on the cover and speaks as of that date only. Any information concerning the Programme not
contained herein must not be relied upon as having been authorised by the Issuer.
Neither this Information Memorandum nor any Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer that any recipient of this
Information Memorandum or any Final Terms should subscribe for or purchase any Notes.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States, and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) and
Notes that are in bearer form for U.S. federal income tax purposes are not being offered to U.S. Holders. The
Notes may be offered and sold (i) within the United States to qualified institutional buyers, as defined in Rule
144A under the Securities Act ("Rule 144A"), that are also qualified purchasers, as defined in Section 2(a)(51)
of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") in reliance on the
exemption from registration provided by Rule 144A and (ii) to non-U.S. persons in offshore transactions in
reliance on Regulation S. The Issuer has not been and will not be registered under the Investment Company Act.
Prospective purchasers are hereby notified that sellers of the Rule 144A 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, see "Subscription and Sale" and "Transfer Restrictions".
Neither the Programme nor the Notes have been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor has
any of the foregoing authorities passed upon or endorsed the merits of any offering of notes or the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offence in the United States.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager(s)
(or persons acting on behalf of the Stabilising Manager(s)) in accordance with all applicable laws and rules.
Notice to New Hampshire Residents
Neither the fact that a registration statement nor an application for a licence has been
filed under chapter 421-b of the New Hampshire revised statutes annotated, 1955
("RSA 421-b") with the state of New Hampshire or the fact that a security is effectively
registered or a person is licensed in the state of New Hampshire constitutes a finding by
the secretary of state of the state of New Hampshire that any document filed under RSA
421-b is true, complete and not misleading. Neither any such fact nor the fact that an
exemption or exception is available for a security or a transaction means that the
secretary of state has passed in any way upon the merits or qualifications of, or
recommended or given approval to, any person, security or transaction. It is unlawful to
make, or cause to be made, to any prospective purchaser, customer or client any
representation inconsistent with the provisions of this paragraph.
In this Information Memorandum, unless otherwise specified, references to an "ESM Member" are references
to a contracting party to the Treaty, references to "EUR" or "euro" are to the currency introduced at the start of
the third stage of European economic and monetary union, and as defined in Article 3 of the Treaty on European
Union, and references to "USD", "U.S. dollars" are to United States dollars.

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SUMMARY
This summary must be read as an introduction to this Information Memorandum and is qualified in
its entirety by the remainder of this Information Memorandum.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in
this Information Memorandum have the same meanings in this summary.
Issuer:
European Stability Mechanism
Issuing and Paying Agent:
In relation to any Series of Notes, Deutsche Bundesbank or any
other issuing and paying agent as indicated in the relevant Final
Terms.
Registrar
and
Transfer Citibank, N.A., or in respect of a particular Series, the registrar and
Agent:
transfer agent as indicated in the relevant Final Terms.
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A., or in respect of a particular
Series, the Luxembourg listing agent as indicated in the relevant
Final Terms.
Calculation Agent
In respect of a particular Series, the calculation agent as indicated
in the relevant Final Terms.
Method of Distribution:
Notes may be sold (i) by means of auction, (ii) to or through one or
more Dealers, including by syndicated issuance or (iii) by private
placement.
Final Terms:
Notes issued under the Programme will be issued pursuant to this
Information Memorandum and associated Final Terms. The terms
and conditions applicable to any particular Tranche of Notes will
be the Terms and Conditions of the Notes as supplemented,
amended and/or replaced to the extent described in the relevant
Final Terms.
Listing and Trading:
Applications have been made for Notes issued under the
Programme to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Regulated
Market of the Luxembourg Stock Exchange. The Programme also
permits Notes to be issued on the basis that they will not be
admitted to listing, trading and/or quotation by any competent
authority, stock exchange and/or quotation system or to be
admitted to listing, trading and/or quotation by such other or
further competent authorities, stock exchanges and/or trading
facility or quotation systems as may be agreed with the Issuer and
the relevant Dealers, as specified in the relevant Final Terms.
Clearing Systems:
In relation to any Series of Notes, Euroclear Bank S.A./N.V.,
Brussels ("Euroclear"), Clearstream Banking, société anonyme,
Luxembourg
("Clearstream,
Luxembourg"),
Clearstream
Banking AG Frankfurt ("Clearstream, Frankfurt"), The
Depository Trust Company ("DTC") and/or any other clearing
system as may be specified in the relevant Final Terms (each, a
"Clearing System"). As at the date of this Information
Memorandum, arrangements are only in place for Notes to be
deposited with Clearstream, Frankfurt. It is expected that
arrangements will be put in place subsequently for certain Series of
Notes to be deposited with Clearstream, Luxembourg, Euroclear
and/or DTC. This Information Memorandum will be updated
accordingly at such time.

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Issuance in Series:
Notes will be issued in Series. Each Series may comprise one or
more Tranches issued on different issue dates. The Notes of each
Series will all be subject to identical terms, except that the issue
price, the issue date and the amount of the first payment of interest
may be different in respect of different Tranches. The Notes of
each Tranche will all be subject to identical terms in all respects
save that a Tranche may comprise Notes of different
denominations.
Forms of Notes:
Notes will be issued in bearer form or in registered form or, to the
extent possible, in dematerialised form.
Currencies:
Notes may be denominated in euro or in any other currency or
currencies, provided that, for any Series of Notes which is
denominated in a currency other than euro, such issuance is
approved by the board of directors of the Issuer (the "Board of
Directors").
Status of the Notes:
Notes will be issued on an unsecured, unsubordinated basis and
will constitute direct and unconditional obligations of the Issuer
and will at all times rank pari passu among themselves.
Issue Price:
Notes may be issued at any price and either on a fully or partly
paid basis, as specified in the relevant Final Terms.
Maturities:
The maximum authorised maturity for Notes will be set at the
lowest of (i) forty-five years and (ii) the maximum maturity of any
financial assistance by the Issuer, from the date of issue of the
relevant Notes.
Redemption:
Notes may be redeemable in a single payment at maturity or by
instalments, in each case, at par or at such other amount (detailed
in a formula, index or otherwise) as may be specified in the
relevant Final Terms.
Optional Redemption:
Notes may be redeemed by the Issuer before their stated maturity
to the extent (if at all) specified in the relevant Final Terms.
Tax Redemption:
Not applicable.
Interest:
Notes may be interest-bearing or non-interest bearing. Interest (if
any) may accrue at a fixed rate or a floating rate or other variable
rate or be index-linked.
Denominations:
Notes will be issued in denominations of one euro cent (0.01) or
such denominations as may be specified in the relevant Final
Terms.
Negative Pledge:
None.
Events of Default:
None.
Taxation:
All payments in respect of Notes will be made free and clear of
withholding taxes, unless the withholding is required by any
applicable law, in which case the Issuer will be under no obligation
to gross-up any payment under the Notes.
Governing Law:
The Notes and all non-contractual obligations arising out of or in
connection with the Notes shall, as specified in the relevant Final
Terms, be governed by Luxembourg law, English law or such
other law designated in the relevant Final Terms.

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Selling Restrictions:
Restrictions may apply to the offer, sale or delivery of Notes and
on the distribution of offering material in various jurisdictions.
See "Subscription and Sale" below.

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TERMS AND CONDITIONS OF THE NOTES
The following is the text of the terms and conditions which, as supplemented, amended and/or replaced by
the relevant Final Terms, will be endorsed on each Note in definitive or individual certificate form issued
under the Programme. The terms and conditions applicable to any Note in global form will differ from
those terms and conditions which would apply to the Note were it in definitive or individual certificate
form to the extent described under "Form of Notes" below.
1.
Introduction
(a)
Programme: The European Stability Mechanism, an international financial institution
established by the Treaty and with its seat and principal office in Luxembourg (the "Issuer"),
has established a Debt Issuance Programme (the "Programme") for the issuance of notes (the
"Notes"). Notes issued under the Programme are obligations of the Issuer only and not of any
Member State.
(b)
Final Terms: Notes issued under the Programme are issued in Series, each of which may
comprise one or more Tranches. Each Tranche is the subject of Final Terms which supplement
these Conditions. The terms and conditions applicable to any particular Tranche of Notes are
these Conditions as modified or supplemented by the relevant Final Terms. In the event of any
inconsistency between these Conditions and the relevant Final Terms, the relevant Final Terms
shall prevail for the purpose of the relevant Tranche.
(c)
Deed of Covenant: Bearer Notes in global form which are governed by English law have the
benefit of a deed of covenant dated on or about 30 November 2012 (the "Deed of Covenant")
entered into by the Issuer. Registered Notes which are governed by English law are constituted
by the Deed of Covenant.
2.
Interpretation
(a)
Definitions: In these Conditions the following expressions have the following meanings:
"Accrual Yield" has the meaning given in the relevant Final Terms;
"Agents" means the Issuing and Paying Agent, the Registrar and the Transfer Agent;
"Bearer Notes" means Notes in bearer form;
"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are
open for business in Luxembourg; provided that such day shall also be, in relation to a transfer
of
(a)
cash denominated in euro, a day on which TARGET2 is open for the settlement of
payments in euro;
(b)
cash denominated in another currency, a day on which commercial banks are open for
business in the principal financial centre, if any, of the currency of such payment;
(c)
securities, a day on which the relevant Clearing System is open for the acceptance and
execution of settlement instructions; and
(d)
Note Certificates, a day on which commercial banks are open for business in the city in
which the Registrar or (as the case may be) the relevant Transfer Agent has its
Specified Office;
"Business Day Convention" has the meaning given in the relevant Final Terms;
"Calculation Agent" means such Person specified in the relevant Final Terms as being
responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other
amount(s) as may be specified in the relevant Final Terms;

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"Calculation Amount" mean, unless otherwise specified in the relevant Final Terms, the
aggregate principal amount of Notes of a Series outstanding on any Interest Payment Date ;
"Calculation Period" means any period for which a Day Count Fraction is calculated;
"Clearing System" means Euroclear, Clearstream Luxembourg, Clearstream Frankfurt, DTC or,
in relation to any Series, any other clearing system as specified in the relevant Final Terms;
"Clearstream Frankfurt" means Clearstream Banking AG, Frankfurt;
"Clearstream Luxembourg" means Clearstream Banking, société anonyme, Luxembourg;
"Coupon Sheet" means, in respect of a Note, a coupon sheet relating to the Note;
"Cross-Series Modification" means a Modification involving (i) the Notes or any agreement
governing the issuance or administration of the Notes, and (ii) the Debt Securities of one or more
other Debt Securities Series or any agreement governing the issuance or administration of such
other Debt Securities provided that all Debt Securities Series affected by the Modification have
an original stated maturity of one year or more and references in any provisions relating to
Cross-Series Modification in these Conditions to Notes, Debt Securities, Holders, Noteholders,
Series and Debt Securities Series shall be construed on the basis of such minimum maturity;
"Day Count Fraction" means, in respect of the calculation of an amount for any Calculation
Period, such day count fraction as may be specified in these Conditions or the relevant Final
Terms and:
(a)
if "Actual/Actual (ICMA)" is so specified, means:
(i)
where the Calculation Period is equal to or shorter than the Regular Period
during which it falls, the actual number of days in the Calculation Period
divided by the product of (1) the actual number of days in such Regular Period
and (2) the number of Regular Periods in any year; and
(ii)
where the Calculation Period is longer than one Regular Period, the sum of:
(A)
the actual number of days in such Calculation Period falling in the
Regular Period in which it begins divided by the product of (1) the
actual number of days in such Regular Period and (2) the number of
Regular Periods in any year; and
(B)
the actual number of days in such Calculation Period falling in the
next Regular Period divided by the product of (a) the actual number
of days in such Regular Period and (2) the number of Regular Periods
in any year;
(b)
if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of
days in the Calculation Period divided by 365 (or, if any portion of the Calculation
Period falls in a leap year, the sum of (A) the actual number of days in that portion of
the Calculation Period falling in a leap year divided by 366 and (B) the actual number
of days in that portion of the Calculation Period falling in a non-leap year divided by
365);
(c)
if "Actual/365 (Fixed)" is so specified, means the actual number of days in the
Calculation Period divided by 365;
(d)
if "Actual/360" is so specified, means the actual number of days in the Calculation
Period divided by 360;

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(e)
if "30/360" is so specified, the number of days in the Calculation Period divided by 360,
calculated on a formula basis as follows
360
[
x(Y Y )] 30
[ x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1

360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period
falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31 and D1 is greater
than 29, in which case D2 will be 30";
(f)
if "30E/360" or "Eurobond Basis" is so specified, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
360
[
x(Y Y )] 30
[ x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1
360
where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period
falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless such number would be 31, in which case D2
will be 30; and
if "30E/360 (ISDA)" is so specified, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
360
[
x(Y Y )] 30
[ x(M M )] (D D )
Day Count Fraction =
2
1
2
1
2
1
360

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where:
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period
falls;
"Y2" is the year, expressed as a number, in which the day immediately following the
last day included in the Calculation Period falls;
"M" is the calendar month, expressed as a number, in which the first day of the
Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately
following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless
(i) that day is the last day of February or (ii) such number would be 31, in which case
D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day
included in the Calculation Period, unless (i) that day is the last day of February but not
the Maturity Date or (ii) such number would be 31, in which case D2 will be 30,
provided, however, that in each such case the number of days in the Calculation Period is
calculated from and including the first day of the Calculation Period to but excluding the last day
of the Calculation Period;
"Debt Securities" means the Notes and any other bills, bonds, debentures, notes or other debt
securities issued by the Issuer in one or more series with an original stated maturity of more than
one year, and includes any such obligation, irrespective of its original stated maturity, that
formerly constituted a component part of a Debt Security;
"Debt Securities Series" means a Series of Notes, or a tranche of Debt Securities together with
any further tranche or tranches of Debt Securities that in relation to each other and to the original
tranche of Debt Securities are (i) identical in all respects except for their date of issuance or first
payment date, and (ii) expressed to be consolidated and form a single series, and includes the
Debt Securities and any further issuances of Debt Securities;
"DTC" means The Depository Trust Company;
"Euroclear" means Euroclear Bank S.A./N.V., Brussels;
"Final Redemption Amount" means, in respect of any Note, its principal amount or such other
amount as may be specified in, or determined in accordance with, the relevant Final Terms;
"Final Terms" means the final terms applicable to any Tranche;
"First Interest Payment Date" means the date specified in the relevant Final Terms;
"Global Note" means a temporary global note or a permanent global note, as applicable;
"Holder" means, in relation to Bearer Notes, the holder of such Note and in relation to
Registered Notes, the person in whose name such Registered Note is for the time being
registered in the Register (or, in the case of a joint holding, the first named thereof);
"Interest Amount" means, in relation to the Notes of a Series and in relation to an Interest
Period, the amount of interest payable in respect of such Notes for that Interest Period;
"Interest Commencement Date" means the Issue Date of the Notes or such other date as may
be specified as the Interest Commencement Date in the relevant Final Terms;
"Interest Determination Date" has the meaning given in the relevant Final Terms;

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"Interest Payment Date" means the First Interest Payment Date and any date or dates specified
as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if a
Business Day Convention is specified in the relevant Final Terms:
(a)
as the same may be adjusted in accordance with the relevant Business Day Convention;
or
(b)
if the Business Day Convention is the FRN Convention, Floating Rate Convention or
Eurodollar Convention and an interval of a number of calendar months is specified in
the relevant Final Terms as being the Specified Period, each of such dates as may occur
in accordance with the FRN Convention, Floating Rate Convention or Eurodollar
Convention at such Specified Period of calendar months following the Interest
Commencement Date (in the case of the First Interest Payment Date) or the previous
Interest Payment Date (in any other case);
"Interest Period" means each period beginning on (and including) the Interest Commencement
Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;
"Issue Date" has the meaning given in the relevant Final Terms;
"Issuing and Paying Agency Agreement" means the issuing and paying agency agreement
applicable to a Series of Notes, as specified in the relevant Final Terms, being either:
(a)
an agency letter dated on or about 30 November 2012 between the Issuer and Deutsche
Bundesbank as issuing and paying agent, (ii) an agency letter dated on or about 30
November 2012 between the Issuer and Clearstream, Frankfurt and (iii) an agency
agreement dated on or about 30 November 2012 between the Issuer and Citibank, N.A.
as registrar and as transfer agent; or
(b)
any other issuing and paying agency agreement as specified in the relevant Final Terms.
"Issuing and Paying Agent" has the meaning given in the relevant Final Terms;
"Margin" has the meaning given in the relevant Final Terms;
"Maturity Date" has the meaning given in the relevant Final Terms;
"Meeting" means a meeting of Holders (whether originally convened or resumed following an
adjournment);
"Member State" means the Kingdom of Belgium, the Federal Republic of Germany, the
Republic of Estonia, Ireland, the Hellenic Republic, the Kingdom of Spain, the French Republic,
the Italian Republic, the Republic of Cyprus, the Republic of Latvia, the Republic of Lithuania,
the Grand Duchy of Luxembourg, Malta, the Kingdom of the Netherlands, the Republic of
Austria, the Portuguese Republic, the Republic of Slovenia, the Slovak Republic or the Republic
of Finland;
"Modification" in relation to the Notes means any modification, amendment, supplement or
waiver of the terms and conditions of the Notes or any agreement governing the issuance or
administration of the Notes, and has the same meaning in relation to the Debt Securities of any
other Debt Securities Series save that any of the foregoing references to the Notes or any
agreement governing the issuance or administration of the Notes shall be read as references to
such other Debt Securities or any agreement governing the issuance or administration of such
other Debt Securities;
"New ESM Notes" means Notes issued by the Issuer for delivery to Holders if so specified in
the relevant Final Terms in relation to a Call Option, the characteristics of such Notes and of
their delivery being described in the relevant Final Terms;

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