Obligation ING Groep N.V. 0.264% ( JP552818AJQ8 ) en JPY

ING Groep N.V.

100 % ⇌

Pays-bas

JP552818AJQ8 ( en JPY )

0.264% par an ( paiement semestriel )

12/12/2021 - Obligation échue

Prospectus brochure de l'obligation ING Bank N.V JP552818AJQ8 en JPY 0.264%, échue

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'Obligation émise par ING Groep N.V. ( Pays-bas ) , en JPY, avec le code ISIN JP552818AJQ8, paye un coupon de 0.264% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/12/2021

ING Bank N.V.
Japanese Yen TOKYO PRO-BOND Market Listed Bonds Fifth Series (2018)

CONDITIONS OF BONDS
The below Conditions of Bonds shall apply to the issue of ING Bank N.V. Japanese Yen TOKYO PRO-BOND
Market Listed Bonds Fifth Series (2018) (the "Bonds") pursuant to lawful authorisation by ING Bank N.V. (the
"Issuer").
1
Aggregate Principal Amount, Date of Issuance, Denominations and Form
(1)
The aggregate principal amount of the Bonds is ¥8,700,000,000.
(2)
The issue date of the Bonds is 13 December 2018 (the "Issue Date").
(3)
The Bonds are issued in the denomination of ¥100,000,000 each.
(4)
The Law Concerning Book-Entry Transfer of Corporate Bonds, Stocks, Etc. of Japan (Law No. 75, 2001, as
amended) (the "Book-Entry Transfer Law") shall apply to the Bonds and the transfer of and other matters
relating to the Bonds shall be dealt with in accordance with the Book-Entry Transfer Law and the business
regulations and other rules relating to book-entry transfer of corporate bonds, etc. (collectively, the
"Business Regulations") from time to time adopted by JASDEC (as defined in Condition 6).
(5)
The certificates for the Bonds (the "Bond Certificates") shall not be issued except in such exceptional cases
as set forth in the Book-Entry Transfer Law where the holders of the Bonds (the "Bondholders") may make
a request for the issue of Bond Certificates. In the event that the Bond Certificates are issued, all expenses
incurred in connection with the issue of the Bond Certificates shall be borne by the Issuer, the Bond
Certificates to be issued shall be only in bearer form with unmatured interest coupons and the Bondholders
may not request that the Bond Certificates be exchanged for Bond Certificates in registered form or divided
or consolidated.
If the Bond Certificates are issued, the manner of the calculation and payment of principal of and interest on
the Bonds, the exercise of the rights under the Bonds by the Bondholders and the transfer of the Bonds, and
all other matters in respect of the Bonds shall be subject to the then applicable Japanese laws and regulations
and the then prevailing market practice in Japan. In the event of any inconsistency between the provisions
of these Conditions of Bonds and the then applicable Japanese laws and regulations and the then prevailing
market practice in Japan, such Japanese laws and regulations and market practice shall prevail.
2
Restriction of Transferability of Bonds
(1)
Subject to amendment and modification in accordance with Condition 17, the Bonds shall not be sold,
transferred or otherwise disposed to any person other than Professional Investors, Etc. (Tokutei Toushika
tou), as defined in Article 2, paragraph 3, Item 2 (b) (2) of the Financial Instruments and Exchange Act of
Japan (Law No. 25 of 1948, as amended, the "FIEA"), except for the transfer of the Bonds to the following:
(a)
the Issuer or the Officer (meaning directors, company auditors, executive officers or persons
equivalent thereto) thereof who holds shares or equity pertaining to voting rights exceeding
50% of all the voting rights in the Issuer which is calculated by excluding treasury shares or
any non-voting rights shares (the "Voting Rights Held by All the Shareholders, Etc." (Sou
Kabunushi Tou no Giketsuken)) (as prescribed in Article 29-4, Paragraph 2 of the FIEA) of the
Issuer under his/her own name or another person's name (the "Specified Officer" (Tokutei
Yakuin)), or a juridical person (excluding the Issuer) whose shares or equity pertaining to voting
rights exceeding 50% of the Voting Rights Held by All the Shareholders, Etc., are held by the
Specified Officer (the "Controlled Juridical Person, Etc." (Hi-Shihai Houjin Tou)) including
1

a juridical person (excluding the Issuer) whose shares or equity pertaining to voting rights
exceeding 50% in total of the Voting Rights Held by All the Shareholders, Etc. are held by the
Specified Officer and/or the Controlled Juridical Person, Etc. under its own name or another
person's name (as prescribed in Article 11-2, Paragraph 1, Item 2 (c) of the Cabinet Office
Ordinance on Definitions under Article 2 of the Financial Instruments and Exchange Act (MOF
Ordinance No. 14 of 1993, as amended)); or
(b)
a company that holds shares or equity pertaining to voting rights exceeding 50% of the Voting
Rights Held by All the Shareholders, Etc. of the Issuer in its own name or another person's
name.
(2)
Matters Notified to the Bondholders and Other Offerees
When (i) a solicitation of an offer to acquire the Bonds or (ii) an offer to sell or a solicitation of an offer to
purchase the Bonds (collectively, "Solicitation of the Bond Trade") is made, the following matters shall
be notified from the person who makes such Solicitation of the Bond Trade to the person to whom such
Solicitation of the Bond Trade is made:
(a)
no securities registration statement (pursuant to Article 4, Paragraphs 1 through 3 of the FIEA)
has been filed with respect to the Solicitation of the Bond Trade;
(b)
the Bonds fall, or will fall, under the Securities for Professional Investors (Tokutei Toushika
Muke Yukashoken) (as defined in Article 4, Paragraph 3 of the FIEA);
(c)
any acquisition or purchase of the Bonds by such person pursuant to any Solicitation of the
Bond Trade is conditional upon such person (i) entering into an agreement providing for the
restriction on transfer of the Bonds as set forth in this Condition 2, (x) with each of the Issuer
and the person making such Solicitation of the Bond Trade (in the case of a solicitation of an
offer to acquire the Bonds to be newly issued), or (y) with the person making such Solicitation
of the Bond Trade (in the case of an offer to sell or a solicitation of an offer to purchase the
Bonds already issued), or (ii) agreeing to comply with the restriction on transfer of the Bonds
as set forth in this Condition 2 (in the case of a solicitation of an offer to acquire the Bonds to
be newly issued);
(d)
Article 4, paragraphs 3, 5 and 6 of the FIEA will be applicable to such certain solicitation, offers
and other activities with respect to the Bonds as provided in Article 4, paragraph 2 of the FIEA;
(e)
the Specified Securities Information, Etc. (Tokutei Shouken Tou Jouhou) (as defined in Article
27-33 of the FIEA) with respect to the Bonds and the Issuer Information, Etc. (Hakkosha Tou
Jouhou) (as defined in Article 27-34 of the FIEA) with respect to the Issuer have been or will
be made public by way of such information being posted on the web-site maintained by the
TOKYO PRO-BOND Market (https://www.jpx.co.jp/equities/products/tpbm/index.html or any
successor website) in accordance with Articles 210 and 217 of the Special Regulations of
Securities Listing Regulations Concerning Specified Listed Securities of the Tokyo Stock
Exchange; and
(f)
the Issuer Information, Etc. will be provided directly to the Bondholders or made public
pursuant to Article 27-32 of the FIEA.
3
Status of the Bonds
The Bonds are unsecured and unsubordinated obligations of the Issuer and rank pari passu among
themselves and equally with all other unsecured and unsubordinated obligations of the Issuer from time to
time outstanding, save as otherwise provided by law. The Bonds are not intended to be included for purposes
of minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity
instruments.
4
Recognition of Bail-in
(1)
Agreement and Acknowledgement with Respect to the Exercise of Dutch Bail-in Power
2

Notwithstanding and to the exclusion of any other term of the Bonds or any other agreements, arrangements,
or understandings between the Issuer and any Bondholder, by its acquisition of the Bonds, each Bondholder
(which, for the purposes of this clause, includes each holder of a beneficial interest in the Bonds),
acknowledges and accepts that the Amounts Due arising under these Bonds may be subject to the exercise
of Dutch Bail-in Powers by the relevant Dutch resolution authority, and acknowledges, accepts, consents
and agrees to be bound by:
(a)
the effect of the exercise of Dutch Bail-in Power by the relevant Dutch resolution authority,
that may include and result in any of the following, or some combination thereof:
(i)
the reduction of all, or a portion, of the Amounts Due;
(ii)
the conversion of all, or a portion, of the Amounts Due on the Bonds into shares,
other securities or other obligations of the Issuer or another person (and the issue to
or conferral on the Bondholder of such shares, securities or obligations), including
by means of an amendment, modification or variation of the terms of the Bonds;
(iii)
the cancellation of the Bonds;
(iv)
the amendment or alteration of the maturity of the Bonds or amendment of the
amount of interest payable on the Bonds, or the date on which the interest becomes
payable, including by suspending payment for a temporary period;
(b)
the variation of the terms of the Bonds, if necessary, to give effect to the exercise of Dutch Bail-
in Power by the relevant Dutch resolution authority.
(2)
Definitions
(a)
For these purposes, the "Amounts Due" are the principal amount of or outstanding amount,
together with any accrued but unpaid interest, due on the Bonds. References to such amounts
will include amounts that have become due and payable, but which have not been paid, prior to
the exercise of Dutch Bail-in Power by the relevant Dutch resolution authority.
(b)
For these purposes, the "Dutch Bail-in Power" means any statutory write-down and/or
conversion power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of banks, banking group companies, credit institutions and/or
investment firms incorporated in The Netherlands in effect and applicable in The Netherlands
to the Issuer or other members of the Issuer's Group (as defined below), including but not
limited to any such laws, regulations, rules or requirements that are implemented, adopted or
enacted within the context of a European Union directive or regulation of the European
Parliament and of the Council establishing a framework for the recovery and resolution of credit
institutions and investment firms (including but not limited to Directive 2014/59/EU of the
European Parliament and of the Council (the "Bank Recovery and Resolution Directive") and
the provisions of Regulation (EU) No 806/2014 of the European Parliament and of the Council
(the "SRM Regulation")) and/or within the context of a Dutch resolution regime under the
Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and any amendments
thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit
institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted
into shares or other securities or obligations of the obligor or any other person or may be
expropriated (and a reference to the "relevant Dutch resolution authority" is to any authority
with the ability to exercise a Dutch Bail-in Power and a reference to the "the Issuer's Group"
is to ING Groep N.V. (or any successor entity) and ING Bank N.V. and their respective
consolidated subsidiaries).
(c)
A reference to a "regulated entity" is to any entity eligible for resolution under the laws of The
Netherlands.
(3)
Payment of Interest and Other Outstanding Amounts Due
3

No repayment or payment of Amounts Due on the Bonds, will become due and payable or be paid after the
exercise of any Dutch Bail-in Power by the relevant Dutch resolution authority if and to the extent such
amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise.
(4)
Event of Default
Neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another
security or obligation of the Issuer or another person, as a result of the exercise of the Dutch Bail-in Power
by the relevant Dutch resolution authority with respect to the Issuer, nor the exercise of the Dutch Bail-in
Power by the relevant Dutch resolution authority with respect to the Bonds will be an Event of Default.
(5)
Notice to Bondholders
The Issuer shall notify the Fiscal Agent (as defined in Condition 5) and give a public notice to the
Bondholders (including the beneficial owners) through the Fiscal Agent as soon as practicable of any
exercise of the Dutch Bail-in Power with respect to the Bonds by the relevant Dutch resolution authority.
Notwithstanding that the Issuer and/or the Fiscal Agent may be delayed in giving or fail to give any of the
notices referred to above, such delay or failure shall not affect the validity and enforceability of the Dutch
Bail-in Power.
5
Appointment of Fiscal Agent and Issuing and Paying Agent and Non-appointment of Commissioned
Companies for Bondholders
(1)
Mizuho Bank, Ltd. (the "Fiscal Agent") acts as fiscal agent and issuing and paying agent of the Issuer in
connection with the Bonds. The Fiscal Agent shall perform the duties and functions provided for in (i) these
Conditions of Bonds, (ii) the Fiscal, Issuing and Paying Agency Agreement dated 7 December 2018 by and
between the Issuer and the Fiscal Agent (the "Fiscal Agency Agreement") and (iii) the Business
Regulations. The Fiscal Agent is acting solely as agent of the Issuer and does not assume any obligation
towards or relationship of agency or trust for or with the Bondholders. A copy of the Fiscal Agency
Agreement, to which these Conditions of Bonds are attached, shall be kept at the head office of the Fiscal
Agent up to the expiry of one year after the redemption date and shall be made available for perusal or
photocopying by any Bondholder during normal business hours. All expenses incurred for such
photocopying shall be borne by the applicant therefor.
(2)
No commissioned companies for Bondholders are appointed in respect of the Bonds.
(3)
The Issuer reserves the right at any time to terminate the appointment of the Fiscal Agent and to appoint a
replacement fiscal agent by giving prior public notice thereof to the Bondholders; provided the replacement
fiscal agent shall be qualified to act as issuing agent and paying agent pursuant to the Business Regulations
and the appointment of the Fiscal Agent shall continue until the replacement fiscal agent is effectively
appointed.
(4)
The Issuer shall, without delay, appoint a replacement fiscal agent (provided that the replacement fiscal
agent shall be qualified to act as issuing agent and paying agent pursuant to the Business Regulations) and
give public notice in accordance with Condition 13 to that effect to the Bondholders if JASDEC notifies the
Issuer that the Fiscal Agent will be disqualified from a designated issuing agent or paying agent.
6
Book-Entry Transfer Institution for the Bonds
Japan Securities Depository Center, Incorporated ("JASDEC") acts as book-entry transfer institution
(furikae kikan) in respect of the Bonds under the Book-Entry Transfer Law.
In these Conditions of Bonds, all references to JASDEC shall be deemed to include any successor book-
entry transfer institution as designated by a competent minister pursuant to the Book-Entry Transfer Law.
7
Interest
The Bonds bear interest at the rate of 0.264% per annum of their principal amount for the period from, and
including, 14 December 2018 to, and including, 13 December 2021, payable in Japanese Yen semi-annually
in arrears on 13 June and 13 December of each year in respect of the half year period to and including each
4

such interest payment date. Whenever it is necessary to compute an amount of interest on the Bonds for a
period other than a half year, such interest shall be calculated on the basis of the actual number of calendar
days in a 365-day year.
The total amount of interest payable to each Bondholder shall be calculated in accordance with the Business
Regulations.
The Bonds shall cease to bear interest after the date on which they become due for redemption; provided,
however, that should the Issuer fail to redeem any of the Bonds when due, then the Issuer shall pay accrued
interest on the unpaid principal amount in Japanese Yen for the actual number of days in the period from,
but excluding, the due date to, and including, the date of the actual redemption of such Bond, computed by
the method and the rate set forth in the first paragraph of this Condition 7. Such period, however, shall not
exceed the date on which the Fiscal Agent (acting in its capacity of paying agent under the Business
Regulations, hereinafter the "Paying Agent") allocates the necessary funds for the full redemption of the
Bonds received by it among the relevant participants, which have opened their accounts with JASDEC to
make book-entry transfer of the Bonds (kikou kanyusha) (the "JASDEC Participants"); provided that if
such overdue allocation is not possible under the Business Regulations, such period shall not exceed 14 days
commencing on the date on which the last public notice is given by the Fiscal Agent in accordance with the
third paragraph of Condition 8 and Condition 13.
8
Payments
Payment of principal and interest of a Bond shall be made by the Paying Agent to the Bondholders, directly
when such Bondholders are the JASDEC Participants, and in other cases through the relevant account
management institution (kouza kanri kikan) (the "Account Management Institution") with which such
Bondholders have opened their accounts to have the Bonds recorded in accordance with the Book-Entry
Transfer Law and the Business Regulations. At the time when the Paying Agent allocates the necessary
funds for the payment of principal of or interest on the Bonds received by it from the Issuer among the
relevant JASDEC Participants and such amount of principal or interest is recorded under the relevant
JASDEC Participants' accounts, the Issuer shall be released from its obligation in respect of such payment
of principal of or interest on the Bonds.
If any due date for payment of principal or interest on the Bonds falls on a day which is not a day on which
banks are open for business in Japan (the "Business Day"), the Bondholders shall not be entitled to payment
of the amount due until the next following Business Day, and shall not be entitled to the payment of any
further or additional interest or other payment in respect of such delay.
If the full amount of principal of or interest on the Bonds payable on any due date is received by the Paying
Agent after such due date, the Fiscal Agent shall, in accordance with Condition 13, give public notice to the
Bondholders of receipt of such amount, payment method and actual payment date as soon as practicable but
not later than 14 days after receipt of such amount by the Paying Agent. If at the time of such receipt, either
the method or the date of such payment or both is not determinable, the Fiscal Agent shall give public notice
of such receipt and of the method and/or date of such payment to the extent the same has been determined.
The Fiscal Agent will give, at a later date, public notice to the Bondholders of the method and/or the date of
such payment, promptly upon determination thereof. All expenses incurred in connection with said public
notice shall be borne by the Issuer.
9
Redemption and Purchase
(1)
Final Redemption
Unless previously redeemed or purchased and cancelled as provided in Condition 9(2), Condition 9(3) or
Condition 9(4), each Bond will be redeemed on 13 December 2021 at 100% of its principal amount.
(2)
Redemption for Tax Reasons
If the Issuer is required to pay any Additional Amounts (as defined below) pursuant to Condition 10 on the
next payment of principal or interest in respect of the Bonds, the Issuer may, but shall not be obliged to, on
giving not less than 15 days nor more than 30 days' notice to the Bondholders, and upon expiry of such
5

notice, redeem in whole, but not part of, the Bonds at the principal amount together with interest accrued to,
and including, the date of redemption.
In the event of redemption to be made under this Condition 9(2), the Issuer shall deliver to the Fiscal Agent
a certificate signed by a duly authorised signatory of the Issuer stating (i) that the Issuer is or will be obliged
to pay such Additional Amounts pursuant to Condition 10, (ii) that it elects to redeem the Bonds pursuant to
this Condition 9(2), (iii) the date for such redemption, and (iv) that the conditions precedent to the right of
the Issuer so to redeem under this Condition 9(2) have occurred (together with details of facts relating
thereto), and a written opinion of independent legal advisers of recognised standing confirming the matters
set forth in items (i) and (iv) above.
Such certificate and opinion shall be delivered to the Fiscal Agent at least 30 days prior to the proposed
redemption date, and the Issuer shall give public notice to the Bondholders of such matters at least 14 days
prior to the proposed redemption date. Such proposed redemption date shall be a Business Day, and such
delivery to the Fiscal Agent and public notice to the Bondholders shall be irrevocable.
Such certificate and opinion delivered by the Issuer to the Fiscal Agent pursuant to this Condition 9(2) shall
be kept at the head office of the Fiscal Agent promptly after the Fiscal Agent receives them and up to the
expiry of one year after the redemption date and shall be made available for perusal or photocopying by any
Bondholder during normal business hours of the Fiscal Agent. All expenses incurred for such photocopying
shall be borne by the applicant therefor.
All expenses necessary for the procedures under this Condition 9(2) shall be borne by the Issuer.
(3)
Purchases
The Issuer, or any of its subsidiaries which falls within the category of the Controlled Juridical Person, Etc.
as defined in Condition 2 and has a purpose to resell such Bonds to the Issuer, may at any time purchase the
Bonds at any price in the open market or otherwise. Such Bonds may be held, re-issued, resold or, at the
option of the Issuer, surrendered to the Fiscal Agent for cancellation.
(4)
Cancellation
All Bonds which are redeemed will forthwith be cancelled pursuant to the Business Regulations. All Bonds
so cancelled and the Bonds purchased and cancelled pursuant to Condition 9(3) above cannot be re-issued
or resold.
(5)
Except as otherwise provided in these Conditions of Bonds, the Issuer may not redeem the principal of the
Bonds in whole or in part prior to the maturity date thereof.
10
Taxation
All payments by the Issuer of principal or interest in respect of the Bonds will be made without withholding
of or deduction for, or on any account of, any present or future taxes, duties, assessments or governmental
charges of whatsoever nature imposed or levied by or on behalf of The Netherlands or any political
subdivision thereof or by any authority therein or thereof having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental charges is required by law. In that event, the
Issuer will pay such additional amounts (the "Additional Amounts") as may be necessary in order that the
net amounts receivable by Bondholders after such withholding or deduction shall equal the respective
amounts of principal and interest which would have been received in respect of the Bonds in the absence of
such withholding or deduction, except that no Additional Amounts shall be payable in relation to any
payment with respect to any Bond:
(a)
to, or to a third party on behalf of, a Bondholder who is liable to such taxes, duties, assessments
or governmental charges in respect of such Bonds by reason of his having some connection
with The Netherlands other than the mere holding of such Bonds; or
(b)
to, or to a third party on behalf of, a Bondholder if such withholding or deduction may be
avoided by complying with any statutory requirement or by making a declaration of non-
residence or other similar claim for exemption to the relevant tax authority; or
6

(c)
to, or to a third party on behalf of, a Bondholder that is a partnership or a Bondholder that is
not the sole beneficial owner of the Bonds or which holds the Bonds in a fiduciary capacity, to
the extent that any of the members of the partnership, the beneficial owner or the settlor or
beneficiary with respect to the fiduciary would not have been entitled to the payment of
Additional Amounts had each of the members of the partnership, the beneficial owner, settlor
or beneficiary (as the case may be) received directly his beneficial or distributive share of the
payment.
References in these Conditions of Bonds to the principal of or interest on the Bonds shall be deemed to
include any Additional Amounts which may become payable pursuant to the foregoing provisions.
11
Prescription
The period of extinctive prescription shall be 10 years for the principal of the Bonds and 5 years for the
interest on the Bonds.
12
Events of Default
If any one or more of the following events (each an "Event of Default") shall have occurred and be
continuing:
(a)
default is made for more than 30 days in the payment of interest or principal in respect of the
Bonds; or
(b)
the Issuer fails to perform or observe any of its other obligations under the Bonds and such
failure has continued for the period of 60 days next following the service on the Issuer of notice
requiring the same to be remedied (such notice shall be accompanied by the certificate (the
"Certificate") of the Bondholder giving such written notice certifying the holding of the
relevant Bond and issued by JASDEC or the relevant Account Management Institution); or
(c)
the Issuer is declared bankrupt or a declaration in respect of the Issuer is made to apply the
emergency regulation (noodregeling) under Chapter 3, Section 3.5.5.1 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht); or
(d)
an order is made or an effective resolution is passed for the winding-up or liquidation of the
Issuer unless this is done in connection with a merger, consolidation or other form of
combination with another company, the terms of which merger, consolidation or combination
(A) have the effect of the emerging or such other surviving company assuming all obligations
contracted by the Issuer in connection with the Bonds or (B) have previously been approved by
an Extraordinary Resolution (as defined in Condition 14) of the Bondholders;
then any Bondholder may, by written notice addressed to the Issuer and delivered to the Fiscal Agent at its
head office (such notice shall be accompanied by the Certificate), effective upon the date of receipt thereof
by the Fiscal Agent, declare the Bond held by the holder to be forthwith due and payable whereupon the
same shall become forthwith due and payable at a price equal to 100% of the principal amount, together
with accrued interest (if any) to, and including, the date of repayment, without presentment, demand, protest
or other notice of any kind, provided that the right to declare Bonds due and payable shall terminate if the
situation giving rise to it has been cured before the relevant notice has become effective.
13
Public Notices
Notices to the Bondholders shall be valid if published in the Japanese Official Gazette (kampo), if possible,
and in a daily Japanese newspaper published in both Tokyo and Osaka reporting on general affairs (which
is expected to be the Nihon Keizai Shimbun). Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once or on different dates, on the first date on which
publication is made, as provided above.
The Issuer does not need to make direct notification to individual Bondholders. Such public notices to be
given by the Issuer shall, upon the request and at the expense of the Issuer, be given by the Fiscal Agent on
behalf of the Issuer.
7

14
Bondholders' Meetings
(1)
The Issuer shall convene a Bondholders' meeting to consider any matters which relate to the interests of
Bondholders in the event: that Bondholders holding at least one tenth (1/10) of the aggregate principal
amount of the Bonds then outstanding, acting either jointly or individually, so request in writing to the Fiscal
Agent at its head office; provided that such Bondholders shall have presented to the Fiscal Agent the
Certificates; or that the Issuer should deem it necessary to hold a Bondholders' meeting.
A Bondholders' meeting shall be held in Tokyo, Japan.
When a Bondholders' meeting is to be convened, the Issuer shall give public notice of the convocation of
the Bondholders' meeting at least 21 days prior to the date of such meeting and give written notice to that
effect at least 35 days prior to the date of such meeting to the Fiscal Agent; and ensure that the Fiscal Agent,
on behalf of the Issuer, shall take the steps necessary for the convocation of the Bondholders' meeting and
to expedite the proceedings thereof.
(2)
The Bondholders may exercise their vote by themselves at the relevant Bondholders' meeting, by proxy, or
in writing pursuant to the rules established by the Issuer or the Fiscal Agent on behalf of the Issuer. At any
Bondholders' meeting, each Bondholder shall have voting rights in proportion to the aggregate principal
amount of the outstanding Bonds held by him; provided, however, that the Certificates shall have been
presented to the Fiscal Agent at its head office, at least 7 days prior to the date set for such meeting and to
the Issuer or the Fiscal Agent at such meeting, on the date thereof; and, provided, further, that the Bondholder
shall not make an application for book-entry transfer or an application for obliteration of the Bonds unless
he returns the Certificate so issued to JASDEC or the relevant Account Management Institution of such
Bondholder, as the case may be.
(3)
Resolutions at such Bondholders' meeting shall be passed by a majority vote of the voting rights of the
Bondholders present at such meeting; provided, however, that Extraordinary Resolution (as defined below)
is required with respect to the following items:
(a)
a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be
effected with respect to all the Bonds (other than the matters provided for in (b) below);
(b)
a procedural act to be made with respect to all the Bonds, or all acts pertaining to bankruptcy
or similar proceedings;
(c)
an appointment or removal of representative(s) of the Bondholders who will be authorised to
make a decision on matters to be resolved at a Bondholders' meeting (provided each of such
representative(s) shall hold one-thousandth (1/1000) or more of the aggregate principal amount
of the outstanding Bonds) (the "Representative(s) of Bondholders") or an executor who will
be authorised to carry out a resolution passed (the "Executor"), or an alternation to any matters
entrusted to them; and
(d)
an approval of terms of a scheme of reconstruction, merger or amalgamation as described in
Condition 12(d) or substitution of the Issuer at the Issuer's request.
"Extraordinary Resolution" means a resolution passed at a Bondholders' meeting by one-fifth (1/5) or
more of the votes representing the aggregate principal amount of the Bonds then outstanding and two-thirds
(2/3) or more of the votes of the Bondholders present at such meeting.
For the purposes of calculating the number of votes exercised at a Bondholders' meeting, the Bondholders
who have exercised their votes by proxy or in writing or (in the event the Issuer permits the exercise of the
voting rights by electronic method) by an electronic method shall be deemed to have attended and voted at
such meeting.
(4)
The resolution passed pursuant to Condition 14(3) shall be binding on all the Bondholders whether present
or not at such Bondholders' meeting to the extent permitted by the applicable Japanese law, and shall be
carried out by the Representative(s) of Bondholders or Executor appointed by the Bondholders at the
meeting pursuant to Condition 14(3)(c).
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(5)
For the purpose of this Condition 14, the Bonds then held by the Issuer or any of its subsidiaries shall be
disregarded and deemed not to be outstanding.
(6)
All expenses necessary for the procedures under this Condition 14 shall be borne by the Issuer.
15
Registration Book
The registration book for the Bonds shall be prepared and administered by the Fiscal Agent on behalf of the
Issuer, and kept at the head office of the Fiscal Agent.
16
Governing Law and Jurisdiction
The Bonds are governed by, and shall be construed in accordance with, the laws of Japan.
Except otherwise provided in these Conditions of Bonds, the place of performance of obligations pertaining
to the Bonds is Tokyo, Japan.
Any legal action or other court procedure against the Issuer arising from or relating to the Bonds or these
Conditions of Bonds may be instituted in the Tokyo District Court.
The Issuer hereby appoints Representative in Japan of ING Wholesale Banking Tokyo as the authorised
agent of the Issuer upon whom process and any judicial or other court documents may be served in any legal
or other court procedural action arising from or relating to the Bonds or these Conditions of Bonds that may
be instituted in Tokyo, Japan; and the Issuer hereby designates the address from time to time of ING
Wholesale Banking Tokyo, currently at Meiji Yasuda Seimei Bldg. 8F, 2-1-1, Marunouchi, Chiyoda-ku,
Tokyo 100-0005, Japan as the address for the purpose of accepting service of process and other court
documents in Japan.
The Issuer agrees to take, from time to time and so long as any of the Bonds shall remain outstanding, any
and all action (including the execution and filing of any and all documents and instruments) that may be
necessary to effect and to continue such appointment and designation in full force and effect. If at any time
such agent shall not, for any reason, serve as such authorised agent, the Issuer shall immediately appoint,
and it undertakes to take any and all action that may be necessary to effect the appointment of, a successor
authorised agent in Tokyo, Japan. The Issuer shall promptly notify the Fiscal Agent of the appointment of
such successor agent and give a public notice thereof to the Bondholders.
Nothing in this Condition 16 shall affect the right of the Bondholders to institute legal action against the
Issuer in any court of competent jurisdiction under applicable laws or to serve process in any manner
otherwise permitted by law.
17
Modifications and Amendments
To the fullest extent permitted by applicable law, certain modifications and amendments to these Conditions
of Bonds may be made without the consent of any Bondholder, only for the purpose of curing any ambiguity,
or of correcting or supplementing any defective provisions contained therein, adding covenants for the
benefit of the Bondholders, removing, or expanding the exemptions in the transfer restrictions in Condition
2, surrendering rights or powers conferred on the Issuer, effecting succession or assumption as a result of a
merger or similar transaction, or in any other manner which the Issuer may deem necessary and desirable
and which will not materially adversely affect the interest of the Bondholders or the Fiscal Agent. Any such
modifications or amendments shall be notified to the Bondholders and Fiscal Agent at the expense of the
Issuer and in accordance with Condition 13 as soon as practicable thereafter.
18
Further Issues
The Issuer shall be at liberty from time to time without the consent of the Bondholders to create and issue
further bonds (the "Further Bonds") having the same terms and conditions as the Bonds or the same in all
respects save for the amount and date of the first payment of interest thereon and so that the same shall be
consolidated and form a single series with the outstanding Bonds, subject to the Business Regulations. On
and after the date of issue of the Further Bonds, provisions of these Conditions of Bonds shall be applied to
the Further Bonds.
9