Obligation Volksfinance International N.V. 4.875% ( XS0168882495 ) en EUR

Société émettrice Volksfinance International N.V.
Prix sur le marché 100 %  ▼ 
Pays  Allemagne
Code ISIN  XS0168882495 ( en EUR )
Coupon 4.875% par an ( paiement annuel )
Echéance 21/05/2013 - Obligation échue



Prospectus brochure de l'obligation Volkswagen International Finance N.V XS0168882495 en EUR 4.875%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Volkswagen International Finance N.V. est une société financière basée aux Pays-Bas, filiale du groupe Volkswagen, gérant les activités de financement et de leasing pour le constructeur automobile à l'échelle internationale.

L'obligation Volkswagen International Finance N.V. (XS0168882495), émise en Allemagne en EUR, avec un taux d'intérêt de 4,875%, échéance au 21/05/2013 et fréquence de paiement annuel, a atteint sa maturité et a été intégralement remboursée à 100%.







Volkswagen Aktiengesellschaft
Wolfsburg, Federal Republic of Germany
as Issuer and as Guarantor for Notes issued by
Volkswagen International Finance N.V.
Amsterdam, The Netherlands
Coordination Center Volkswagen N.V./S.A.
Brussels, Belgium
Volkswagen Investments Limited
Dublin, Ireland
(incorporated in: George Town, Cayman Islands)
Euro 10,000,000,000
Debt Issuance Programme
Application has been made to list Notes to be issued under the Programme on the Luxembourg Stock Exchange.
Notes issued under the Programme may also be listed on an alternative stock exchange or may not be listed at all.
Arranger
Deutsche Bank
Dealers
Barclays Capital
BNP PARIBAS
Commerzbank Securities
Deutsche Bank
Dresdner Kleinwort Wasserstein
HSBC
JPMorgan
Morgan Stanley
Fiscal Agent
Citibank, N.A.
Information Memorandum dated 13 December 2002
This Information Memorandum replaces the Information Memorandum dated 14 December 2001
and is valid for one year from the date hereof.


Each of Volkswagen Aktiengesellschaft ("VW AG", "Volkswagen AG" or the "Guarantor"), Volkswagen
International Finance N.V. ("VIF"), Coordination Center Volkswagen N.V./S.A. ("CCB"), Volkswagen
Investments Limited ("VIL") (herein each also called an "Issuer" and together the "Issuers") accepts
responsibility for the information contained in this Information Memorandum. To the best of the
knowledge and belief of each of the Issuers (which has taken all reasonable care to ensure that such
is the case), the information contained in this Information Memorandum is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The Information Memorandum should be read and construed with any amendment or supplement
thereto and with any other documents incorporated by reference and, in relation to any Series (as
defined herein) of Notes, should be read and construed together with the relevant Pricing Supple-
ment(s) (as defined herein).
Each of the Issuers has confirmed to the dealers as set forth on the cover page (the "Dealers") that the
Information Memorandum is true and accurate in all material respects and is not misleading; that any
opinions and intentions expressed by it therein are honestly held and based on reasonable assumptions;
that there are no other facts with respect to such Issuer, the omission of which would make the Informa-
tion Memorandum as a whole or any statement therein or opinions or intentions expressed therein mis-
leading in any material respect; and that all reasonable enquiries have been made to verify the foregoing.
No person has been authorized by any of the Issuers to give any information or to make any represen-
tation not contained in or not consistent with the Information Memorandum or any other document
entered into in relation to the Programme or any information supplied by any of the Issuers or such
other information as in the public domain and, if given or made, such information or representation
should not be relied upon as having been authorized by any of the Issuers, the Dealers or any of them.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and neither the Dealers nor any of their respective affiliates make any representation or warranty or
accept any responsibility, as to the accuracy or completeness of the information contained in the
Information Memorandum.
Neither the delivery of the Information Memorandum nor any Pricing Supplement nor the offering,
sale or delivery of any Note shall, in any circumstances, create any implication that the information
contained in the Information Memorandum is true subsequent to the date upon which the Informa-
tion Memorandum has been most recently amended or supplemented or that there has been no
adverse change in the financial situation of the Issuer since the date thereof or, as the case may be,
the date upon which the Information Memorandum has been most recently amended or supplement-
ed or the balance sheet date of the most recent financial statements which are deemed to be incorpo-
rated into the Information Memorandum by reference or that any other information supplied in con-
nection with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
This document and any invitation or inducement to engage in investment activity (within the mean-
ing of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) may only be commu-
nicated or caused to be communicated in connection with the issue or sale of any Notes in circum-
stances in which section 21 (1) of the FSMA does not apply to any of the Issuers or the Guarantor.
None of the Issuers has authorized any offer to the public in the United Kingdom within the meaning
of the Public Offers of Securities Regulations 1995, as amended, (the "Regulations") of Notes having
a maturity of one year or more. Such Notes may not lawfully be offered or sold to persons in the
United Kingdom except in circumstances which do not result in an offer to the public in the United
Kingdom within the meaning of the Regulations or otherwise in compliance with all applicable provi-
sions of the Regulations.
The distribution of this document in the Republic of Ireland, the Kingdom of Belgium and The Nether-
lands is restricted as set out in "Selling Restrictions".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, and will include Notes in bearer form that are subject to U.S. tax law requirements. Subject
2


to certain exceptions, Notes may not be offered, sold or delivered within the United States or to
U.S. persons, see "Selling Restrictions".
The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale
and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose pos-
session the Information Memorandum or any Pricing Supplement comes are required by the Issuers
and the Dealers to inform themselves about and to observe any such restriction. For a description of
certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Information
Memorandum or any Pricing Supplement and other offering material relating to the Notes, see "Sell-
ing Restrictions".
Neither the Information Memorandum nor any Pricing Supplement may be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not author-
ized or to any person to whom it is unlawful to make such an offer or solicitation.
Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invita-
tion to subscribe for or purchase any Notes and should not be considered as a recommendation by
the Issuers, the Dealers or any of them that any recipient of the Information Memorandum or any
Pricing Supplement should subscribe for or purchase any Notes. Each recipient of the Information
Memorandum or any Pricing Supplement shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
In connection with the issue and distribution of any Notes under the Programme, the Dealer (if any) who
is specified in the relevant Pricing Supplement as the stabilizing institution or any person acting for him
may over-allot or effect transactions with a view to supporting the market price of the Notes of the
Series of which such Tranche forms part and any associated securities at a level higher than that which
might otherwise prevail. However, there may be no obligation on the stabilising institution to do this.
Such stabilizing, if commenced, may be discontinued at any time and must be brought to an end after a
limited period. Such stabilizing shall be in compliance with all applicable laws, regulations and rules.
In this Information Memorandum, all references to "5" or "euro" are to the single currency which was
introduced on January 1, 1999 with the start of the third stage of European Economic and Monetary
Union by which date the euro became the legal currency in eleven member states of the European
Union. As of 1 January 2002, the euro is no longer subdivided into the national currency units of the
member states of the European Union participating in the European Economic and Monetary Union.
Where references are made to such national currency units these references shall be read as refer-
ences to the euro unit according to the respective conversion rates irrevocably fixed in accordance
with Article 109l (4) sentence 1 of the EU Treaty.
Table of Contents
Page
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
General Description of the Programme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Clearing Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Listing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Documents Incorporated by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Material Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Summary of the Terms and Conditions of the Programme and the Notes . . . . . . . . . . . . . . . . .
12
Terms and Conditions of the Notes (German Language Version) . . . . . . . . . . . . . . . . . . . . . . . .
21
Terms and Conditions of the Notes (English Language Version) . . . . . . . . . . . . . . . . . . . . . . . . .
49
Form of Pricing Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Guarantee/Garantie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
Volkswagen Aktiengesellschaft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
Volkswagen International Finance N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
Coordination Center Volkswagen N.V./S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Volkswagen Investments Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
3


General Information
General Description of the Programme
Under the Programme each Issuer may from time to time issue Notes denominated in any currency
(including any sub-unit) and having a minimum maturity of one month and a maximum maturity of
30 years. A summary of the terms and conditions of the Programme and the Notes appears on
pages 12 to 17. The applicable terms of any Notes will be agreed between the relevant Issuer and the
relevant Purchaser(s) prior to the issue of the Notes and will be set out in the Terms and Conditions
endorsed on or physically attached to the Notes, as modified and supplemented by any pricing sup-
plement endorsed on, or attached to, such Notes the form whereof appears on pages 74 to 87 (the
"Pricing Supplement").
Clearing Systems
The relevant Pricing Supplement will specify which clearing system or systems (including Clear-
stream Banking AG, Frankfurt am Main, and/or Clearstream Banking sociØtØ anonyme, Luxembourg,
and/or Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear")) has/have accepted
the relevant Notes for clearance and provide any further appropriate information.
Use of Proceeds
The net proceeds from each issue of Notes will be used for financing purposes of the Volkswagen
Group.
Listing Information
General
Application has been made to list Notes issued under the Programme on the Luxembourg Stock
Exchange. Prior to the listing of the first series of Notes issued under the Programme a legal notice
relating to the Programme, the Certificate of Legislation and the Statutes of VWAG, the Certificate
of Registration and the Articles of Association of VIF, the Certificate of Registration and the Statutes
of CCB, as well as the Certificate of Incorporation and the Memorandum of Association of VIL
will be registered with the Registrar of the District Court in Luxembourg (Greffe du Tribunal
d'Arrondissement de et à Luxembourg), where copies thereof may be obtained upon request.
However, Notes may be issued pursuant to the Programme which will not be listed on the Luxem-
bourg Stock Exchange or any other stock exchange or which will be listed on such stock exchange as
the relevant Issuer and the relevant Dealer(s) may agree.
The documents mentioned in this Information Memorandum are available for inspection at the head
office of the listing and paying agent in Luxembourg, Banque GØnØrale du Luxembourg S.A., at 50,
Avenue J. F. Kennedy, L-2951 Luxembourg and at Deutsche Bank Aktiengesellschaft, Grosse Gallus-
strasse 10 ­14, D-60272 Frankfurt am Main.
Each Paying Agent shall have available at its specified office a copy of the Amended and Restated
Dealer Agreement of 15 December 2000 as supplemented by a First Supplemental Dealer Agreement
dated 14 December 2001 and a Second Supplemental Dealer Agreement dated 13 December 2002
(the "Dealer Agreement"), the Amended and Restated Agency Agreement of 15 December 2000 as
supplemented by a First Supplemental Agency Agreement dated 14 December 2001 and a Second
Supplemental Agency Agreement dated 13 December 2002 (the "Agency Agreement") and the
Amended and Restated Trust Agreement of 15 December 2000 as supplemented by a First Supple-
mental Trust Agreement dated 14 December 2001 and a Second Supplemental Trust Agreement
dated 13 December 2002 (the "Trust Agreement"), and shall make available the inspection of these
documents free of charge during normal business hours. Each Pricing Supplement relating to the
4


Notes which shall be quoted on the Luxembourg Stock Exchange may be obtained from the paying
agent in Luxembourg.
The Luxembourg Stock Exchange has allocated to the Programme the No. 9340 for listing purposes.
Undertaking
Each of the Issuers has undertaken, in connection with the listing of the Notes, that if, while Notes are
outstanding and listed on the Luxembourg Stock Exchange, there shall occur any adverse change in
the business, financial position or otherwise of the Issuer that is material in the context of issuance
under the Programme which is not reflected in the Information Memorandum (or any of the docu-
ments incorporated by reference in the Information Memorandum) it will prepare or produce the pre-
paration of an amendment or supplement to the Information Memorandum or, as the case may be,
publish a new Information Memorandum for use in connection with any subsequent offering of
Notes to be listed on the Luxembourg Stock Exchange.
If the Terms and Conditions of the Notes (as set out in the Information Memorandum) are modified or
amended in a manner which would make the Information Memorandum, as amended or supple-
mented, inaccurate or misleading, a new Information Memorandum will be prepared to the extent
required by law.
Each Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or
written request therefor, a copy of the Information Memorandum (or any document incorporated by
reference in the Information Memorandum). Written or oral requests for such documents should be
directed to the specified office of any Paying Agent or the specified office of the Listing Agent in
Luxembourg.
Authorization
The establishment of the Programme in the aggregate principal amount of DM 1,500,000,000 has
been duly authorized by resolutions of (a) the Board of Management of VWAG of 10 May 1993 and
the Supervisory Board of VWAG of 2 June 1993, (b) the Management Board of VIF of 8 April 1994,
(c) the Board of Directors of CCB of 15 March 1994 and (d) the Board of Directors of VIL of 19 August
1993 and of 30 March 1994.
The increase of the maximum aggregate nominal amount of the Programme to Euro 1,500,000,000
was duly authorized by resolutions of (a) the Board of Management of VWAG of 12 October 1999
and the Supervisory Board of VWAG of 26 November 1999 (b) the Management Board of VIF of
17 December 1999, (c) the Board of Directors of CCB of 10 December 1999, and (d) the Board of Direc-
tors of VIL of 20 December 1999.
The increase of the maximum aggregate nominal amount of the Programme to Euro 3,000,000,000
was duly authorized by resolutions of (a) the Board of Management of VWAG of 22 August 2000 and
the Supervisory Board of VWAG of 15 September 2000, (b) the Management Board of VIF of
20 November 2000, (c) the Board of Directors of CCB on 6 November 2000, and (d) the Board of Direc-
tors of VIL of 5 October 2000 and 15 December 2000.
The increase of the maximum aggregate nominal amount of the Programme to Euro 10,000,000,000
was duly authorized by resolutions of (a) the Board of Management of VWAG of 5 November 2001
and the Supervisory Board of VWAG of 23 November 2001, (b) the Management Board of VIF of
26 November 2001, (c) the Board of Directors of CCB on 21 November 2001, and (d) the Board of
Directors of VIL of 15 November 2001 and 14 December 2001.
Documents Incorporated by Reference
The following documents shall be deemed to be incorporated in and to form part of the Information
Memorandum:
5


(a) the most recently published annual report and balance sheet and profit and loss account of each
Issuer and the Guarantor; and
(b) quarterly reports of VWAG (VIF, CCB and VIL do not publish interim reports) and
(c) all supplements to this Information Memorandum circulated by the Issuers from time to time in
accordance with the rules of the Luxembourg Stock Exchange.
Such documents will be available free of charge at the principal office of Banque GØnØrale du Luxem-
bourg.
Save that any statement contained herein or in a document all or the relative portion of which is
incorporated by reference herein shall be deemed to be modified or superseded for the purpose of
this Information Memorandum to the extent that a statement contained in any such subsequent
document all or the relative portion of which is or is deemed to be incorporated by reference herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
Each Paying Agent shall have available at its specified office a copy of the Trust Agreement, the Guar-
antee, the Agency Agreement and each Pricing Supplement relating to Notes which shall be quoted
on the Luxembourg Stock Exchange. These documents may be obtained free of charge at the offices
of the Paying Agent in Luxembourg during normal business hours.
Litigation
Save as disclosed herein, neither the Issuers nor the Guarantor nor any consolidated subsidiary of
the Guarantor is, or has during the last two fiscal years been, engaged in any litigation or arbitration
proceedings which may have or have had during such period a significant effect on the financial posi-
tion of the Issuer or the Guarantor, nor, as far as the Issuer or the Guarantor is aware, are any such
litigation or arbitration proceedings pending or threatened.
In January 1998 the EU Comission ordered Volkswagen AG to pay a fine in the amount of ECU 102
million. The EU Commission took the position that Volkswagen, Audi and their importer for Italy took
actions in connection with the re-export of vehicles from Italy which violated Article 81 of The Treaty
of Rome. Upon Volkswagen AG's appeal, the European Court of First Instance has reduced the fine to
euro 90 million. Volkswagen AG has appealed this decision of the Court of First Instance to the Euro-
pean Court of Justice. A decision is still outstanding.
In June 2001 the EU Commission ordered Volkswagen AG to pay a fine in the amount of Euro 30.96
million. The EU Commission took the position, that Volkswagen has illegally restricted the dealers'
freedom to determine prices and discounts for Passat models in Germany in late 1996/early 1997.
Volkswagen AG is of the opinion that EU law is not violated, because this is a domestic German issue
between Volkswagen AG and its German dealers, and has accordingly appealed the decision to the
Court of First Instance. A decision is still outstanding.
In November 2000, all actions (which had been initiated by individuals seeking compensation for
damages arising out of their alleged service as forced labourers during World War II for the Volkswa-
gen entity of that era) both pending and filed in the United States but not served against Volkswagen
AG as well as two of its subsidiaries were dismissed by the responsible United States District Court.
None of the cases had been certified as a class action pursuant to applicable United States law. The
dismissals of the actions filed against Volkswagen AG and the two subsidiaries were uncontested and
occurred against the background of the proposal in 1999 for the establishment of a "Foundation
Initiative of German Enterprises" to provide additional humanitarian relief to forced labourers and
other victims of the Nazi era.
Following announcement of the proposed foundation, the U. S. and German Governments, along
with the Governments of Belarus, the Czech Republic, Israel, Poland, Russia and the Ukraine, as well
as other interested parties, have negotiated to make the Foundation a reality. By an exchange of let-
ters in December 1999, Chancellor Schroeder and President Clinton announced an agreement in prin-
ciple which contemplated the funding for the foundation in the amount of approximately U.S.$ 5 bil-
lion from the German Government and German companies. The centerpiece of the Berlin Agree-
ments that were subsequently concluded in July 2000 is a binding Executive Branch agreement be-
6


tween the United States and Germany recognizing the Foundation as the exclusive forum for the
resolution of all claims that have been or may be asserted against German companies arising from
World War II and the National Socialist era. The Foundation is an instrumentality of the German Gov-
ernment. The German Government has enacted the necessary enabling legislation. One of the provi-
sions of the agreement reached between the parties concerned is the dismissal of all litigation pend-
ing against German companies, including the lawsuits filed against Volkswagen AG that were
described above.
Such "legal peace" was formally declared to be achieved by the German Bundestag on 30 May 2001
and Foundation payments have therefore been authorized and are being made.
Despite these steps, additional litigation against Volkswagen AG and other German companies has
recently been filed with respect to certain issues regarding interest and other financial conditions
affecting the Foundation.
In addition to these fundamental issues, Volkswagen AG has meritorious defenses to these claims,
and has taken and will take all available and appropriate steps to oppose to these new efforts vigor-
ously on a variety of legal and factual grounds.
Material Change
Save as disclosed herein, there has been no material adverse change in the financial position of the
Issuers or the Guarantor since the date of their respective last audited financial statements dated
31 December 2001.
Selling Restrictions
1. Federal Republic of Germany
Each Dealer has confirmed that it is aware of the fact that no selling prospectus ("Verkaufsprospekt")
has been or will be published in respect of the Programme and that it will comply with the German
Securities Prospectus Act ("Wertpapier-Verkaufsprospektgesetz") of December 13, 1990, as amended.
In addition, each Dealer has represented and agreed, and each other Purchaser will be required to
represent and agree, that it has not offered or sold and it will not offer or sell any Note issued by CCB
or VIL within Germany or to, or for the account or benefit of, any German Person. "German Person"
shall mean any citizen of the Federal Republic of Germany and any corporation or other entity
organised under the laws of the Federal Republic of Germany.
2. The Netherlands
Each Dealer has represented and agreed that it has not and will not offer, sell or transfer any Notes
except in accordance with the applicable laws and regulations of the Netherlands, which at the date
of the Offering Circular include that:
(a) except in circumstances where one of the exceptions in Article 3 of the 1995 Act on the Supervision
of Securities Trade ("Wet toezicht effectenverkeer 1995", the "Securities Act") or one of the exemp-
tions under Article 4 of the Securities Act is applicable, in respect of all Notes issued by VIF, it has
not directly or indirectly offered, sold or transferred, and will not, directly or indirectly, offer, sell or
transfer any of such Notes (including rights representing an interest in a Global Note) as part of
their initial distribution or at any time thereafter, to any person (including legal entities) other than
(i) to persons who trade or invest in securities in the conduct of their profession or trade within the
meaning of the Securities Act and its implementing regulations (which includes banks, brokers,
dealers, insurance companies, pension funds, other institutional investors and commercial enter-
prises which regularly, as an ancillary activity, invest in securities) and (ii) with due observance of
article 2 paragraph 2 of the Exemption regulation pursuant to the 1995 Act on the Supervision of
the Securities Trade ("Vrijstellingsregeling Wet toezicht effectenverkeer 1995"); and
7


(b) it has not, directly or indirectly, offered, sold or delivered and will not, directly or indirectly, offer, sell
or deliver any Notes (including rights representing an interest in a Global Note) issued by an issuer
other than VIF in The Netherlands as part of their initial distribution or at any time thereafter except for
(i) such Notes with an individual denomination of at least 5 50,000 (in the case of Notes issued by VW
AG) or 5 500,000 (in the case of Notes issued by CCB or VIL) or the equivalent thereof in any other
currency and (ii) Notes issued by VW AG in respect whereof one of the exceptions under Article 3 of
the Securities Act or one of the exemptions under Article 4 of the Securities Act is available; and
(c) it will not transfer or accept bearer Zero Coupon Notes or other Notes that qualify as savings certi-
ficates as defined in the Savings Certificates Act ("Wet inzake spaarbewijzen") of 21 May 1985, as
amended, if such transfer or acceptance is not done through the mediation of either the Issuer or a
member of Euronext Amsterdam N.V. with due observance of the Savings Certificates Act and its
implementing regulations, provided that no such mediation is required (i) in respect of the initial
issue of such Notes to the first holders thereof, (ii) to the extent that such Notes are physically
issued outside of the Netherlands and are not immediately thereafter distributed in The Nether-
lands in the course of primary trading or immediately thereafter or (iii) in respect of any transfer
and delivery by individuals who do not act in the conduct of a profession or trade.
3. Kingdom of Belgium
Each Dealer has represented and agreed, and each Purchaser will be required to represent and agree,
that it has not taken, and will not take, any steps which would constitute or result in a public offering
or distribution of the Notes in the Kingdom of Belgium, as such terms are defined under Belgian law
and, in particular, that it has not contacted and will not contact, and has not concluded and will not
conclude any business with any person in connection with the issue of the Notes other than as per-
mitted under Article 3 (1) and (2) of the Royal Decree of 7 July 1999, on public offerings.
In addition, without limiting the generality of the foregoing, in respect of Notes issued by CCB (i) with
a tenor of more than one year, each Dealer has represented and agreed that such Notes shall not be
offered in Belgium and (ii) such Notes may not be acquired directly or indirectly by any person who is
subject to personal income tax or to the tax on non-commercial entities ("impôt des personnes
morales/rechtspersonen-belasting") in Belgium and each Dealer has represented and agreed, and
each Purchaser will be required to represent and agree, that it has not offered, and will not offer, such
Notes directly or indirectly to any person who is subject to personal income tax or to the tax on non-
commercial entities ("impôt des personnes morales/rechtspersonen-belasting") in Belgium and that
it will obtain an undertaking as set forth in this item (ii) from any intermediary to whom it offers or
sells such Notes.
4. Republic of Ireland
Each Dealer has represented, covenanted and agreed (and each further Dealer appointed under the
Programme will be required to further represent and agree) that:
(1) in relation to Notes issued by any Issuer:
(a) otherwise than in circumstances which do not constitute an offer to the public within the mean-
ing of the Companies Acts, 1963 to 2001, it has not offered or sold and will not offer or sell in
Ireland, by means of any document, any Notes issued by such Issuer except (i) to persons
whose ordinary business it is to buy or sell shares or debentures as principal or agent or (ii)
where the relevant offer document relating to the Notes is first published or issued in the Unit-
ed Kingdom and complies with the law for the time being in force in the United Kingdom;
(b) it will not make in Ireland an offer of Notes of such Issuer to which the European Communities
(Transferable Securities and Stock Exchange) Regulations, 1992 of Ireland would apply, except
in accordance with the provisions of those Regulations; and
(c) it has only issued or passed on, and will only issue or pass on, in Ireland, any document
received by it in connection with the issue of such Notes, to persons who are persons to
whom the documents may otherwise lawfully be issued or passed on; and
(d) in respect of such Notes issued by such Issuer having a maturity of less than one year and, in
the case of Notes issued by VWAG, VIF or CCB, where issued or offered in Ireland or held by
persons resident or located in Ireland in circumstances where such holding represents the ac-
8


ceptance by the Issuer of deposits from the public in Ireland ("Commercial Paper") offered or
sold in Ireland, that it has complied and will comply with all applicable laws, regulations,
restrictions and guidelines (as amended from time to time) of the Irish authorities and relevant
in the context of the issue of Commercial Paper, including, but not limited to, the notice of the
Central Bank of Ireland dated 12 November 2002 (as amended or replaced from time to time)
regarding the issuance of Commercial Paper;
(2) In relation to Notes issued by VIL:
(a) it will not knowingly sell or offer for sale such Notes to any person, including any body corpo-
rate, resident in Ireland or having their usual place of abode in Ireland (an "Irish Person");
(b) it will not knowingly issue or distribute, or knowingly cause to be issued or distributed, any
documentation offering for subscription or sale such Notes to any Irish Person;
(c) as far as primary sales of such Notes are concerned, its actions in any jurisdiction will comply
with the these applicable laws and regulations; and
(3) it has complied and will comply with all applicable provisions of the Investment Intermediaries
Acts, 1995 to 2000 of Ireland with respect to anything done by it in relation to the Notes if operat-
ing in or otherwise involving Ireland and, in the case of a Dealer acting under and within the terms
of an authorisation to do so for the purposes of EU Council Directive 92/22/EC of 10 May 1993 (as
amended or extended), it has complied with any codes of conduct made under section 37 of the
Investment Intermediaries Act, 1995 and, in the case of a Dealer acting within the terms of an
authorisation granted to it for the purposes of the Consolidation Directive, it has complied with
any codes of conduct or practice made under section 117 (1) of the Central Bank Act, 1989 of Ireland
(as amended).
5. Cayman Islands
The public in the Cayman Islands may not be invited to subscribe for any of the Notes.
6. United States of America
Notes issued under the Programme have not been and will not be registered under the U.S. Secu-
rities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold within the United
States of America (the "United States") except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Each Dealer has represented and
agreed that it has not offered or sold and will not offer or sell, any Notes within the United
States except in accordance with Rule 903 of Regulation S under the Securities Act. Accordingly,
each Dealer has represented and agreed that neither it, its affiliates nor any persons acting on its or
their behalf have engaged or will engage in any directed selling efforts with respect to the Notes.
From and after the time that the relevant Issuer notifies the Dealers in writing that it is no longer able
to make the representation set forth in Article 5 (1) (o) (i) of the Dealer Agreement, each Dealer (i) has
acknowledged that the Notes have not been and will not be registered under the Securities Act and
may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act; (ii) has represented and agreed that it has
not offered and sold any Notes, and will not offer and sell any Notes, (x) as part of its distribution at
any time and (y) otherwise until 40 days after the later of the commencement of the offering and
closing date, only in accordance with Rule 903 of Regulation S under the Securities Act; and accord-
ingly, (iii) has further represented and agreed that neither it, its affiliates nor any persons acting on its
or their behalf have engaged or will engage in any directed selling efforts with respect to any Note,
and it and they have complied and will comply with the offering restrictions requirements of
Regulation S, and (iv) has also agreed that, at or prior to confirmation of any sale of Notes, it will
have sent to each distributor, dealer or person receiving a selling concession, fee or other remunera-
tion that purchases Notes from it during the distribution compliance period a confirmation or notice
to substantially the following effect:
"The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the
"Securities Act") within the United States or to, or for the account or benefit of, U.S. persons by any
person referred to in Rule 903 (b)(2)(iii) (x) as part of its distribution at any time or (y) otherwise until
9


40 days after the later of the commencement of the offering and the closing date, except in either case
in accordance with Regulation S under the Securities Act. Terms used above have the meanings
given to them by Regulation S".
In addition, with respect to Regulations of the U.S. Treasury, Notes other than Notes with an initial
maturity of one year or less will be issued in accordance with the provisions of U.S. Treas. Reg. Con-
dition 1-163-5 (c) (2) (i) (C) (the "C Rules"), unless the relevant Pricing Supplement specifies that
Notes will be issued in accordance with the provisions of U.S. Treas. Reg. Condition 1-163-5 (c) (2) (i)
(D) (the "D Rules").
(A) In respect of Notes issued in accordance with the C Rules, Notes in bearer form must be issued
and delivered outside the United States and its possessions in connection with their original issu-
ance. Each Dealer has represented and agreed that it has not offered, sold or delivered, and will
not offer, sell or deliver, directly or indirectly, Notes in bearer form within the United States or its
possessions in connection with their original issuance. Further, in connection with the original
issuance of Notes in bearer form, it has not communicated, and will not communicate, directly
or indirectly, with a prospective purchaser if either of them is within the United States or its pos-
sessions or otherwise involve its U.S. office in the offer and sale of Notes in bearer form. Terms
used in this subparagraph have the meaning given to them by the U.S. Internal Revenue Code
and regulations thereunder, including the C Rules.
(B) In respect of Notes issued in accordance with the D Rules each Dealer has represented and agreed
that:
(a) except to the extent permitted under the D Rules, (i) it has not offered or sold, and during the
restricted period will not offer or sell, Notes in bearer form to a person who is within the
United States or its possessions or to a United States person, and (ii) it has not delivered and
will not deliver within the United States or its possessions definitive Notes in bearer form that
are sold during the restricted period;
(b) it has and throughout the restricted period will have in effect procedures reasonably designed
to ensure that its employees or agents who are directly engaged in selling Notes in bearer
form are aware that such Notes may not be offered or sold during the restricted period to a
person who is within the United States or its possessions or to a United States person, except
as permitted by the D Rules;
(c) if it is a United States person, it has represented that it is acquiring the Notes in bearer form
for purposes of resale in connection with their original issuance and, if it retains Notes
in bearer form for its own account, it will only do so in accordance with the requirements of
U.S. Treas. Reg. § 1.163-5 (c) (2) (i) (D) (6); and
(d) with respect to each affiliate (if any) that acquires from such Dealer Notes in bearer form for
the purposes of offering or selling such Notes during the restricted period, such Dealer either
(i) hereby represents and agrees on behalf of such affiliate (if any) to the effect set forth in sub-
paragraphs (a), (b) and (c) of this paragraph (B) or (ii) agrees that it will obtain from such affili-
ate (if any) for the benefit of the relevant Issuer the representations and agreements contained
in subparagraphs (a), (b) and (c) of this paragraph (B).
7. United Kingdom
Each Dealer has represented and agreed that:
(a) in relation to Notes which have a maturity of one year or more, it has not offered or sold and, prior
to the expiry of the period of six months from the issue date of such Notes, will not offer or sell
any such Notes to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995;
(b) in relation to any Notes which must be redeemed before the first anniversary of the date of their
issue, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or dis-
posing of investments (as principal or agent) for the purposes of its business and (ii) it has not
10