Obligation Heineken Holding 5% ( XS0179266753 ) en EUR

Heineken Holding

100 % ▼

Pays-bas

XS0179266753 ( en EUR )

5% par an ( paiement annuel )

03/11/2013 - Obligation échue

Prospectus brochure de l'obligation Heineken NV XS0179266753 en EUR 5%, échue

Heineken NV est une société brassicole multinationale néerlandaise, l'une des plus grandes au monde, connue pour sa bière Heineken et un large portefeuille de marques internationales.

L'obligation Heineken NV (XS0179266753), émise aux Pays-Bas en EUR, avec un taux d'intérêt de 5%, échéance le 03/11/2013 et fréquence de paiement annuelle, a atteint sa maturité et a été remboursée à 100% de sa valeur nominale.

Offering Circular
Heineken N.V.
(incorporated in The Netherlands with limited liability)
e500,000,000 4.375 per cent. Notes due 2010 (the ``2010 Notes'')
and
e600,000,000 5 per cent. Notes due 2013 (the ``2013 Notes'' and,
together with the 2010 Notes, ``the Notes'')
Issue Price of the 2010 Notes: 101.444 per cent.
Issue Price of the 2013 Notes: 101.259 per cent.
Each of the 2010 Notes and the 2013 Notes will bear interest from and including 4th November,
2003 payable annually in arrear as described in ``Terms and Conditions of the 2010 Notes ±
Interest'' and ``Terms and Conditions of the 2013 Notes ± Interest''. Payments on the Notes will be
made without deduction for or on account of taxes of The Netherlands to the extent described in
``Terms and Conditions of the 2010 Notes ± Taxation'' and ``Terms and Conditions of the 2013
Notes ± Taxation''.
The 2010 Notes mature on 4th February, 2010 and the 2013 Notes mature on 4th November, 2013,
in each case unless previously redeemed or purchased and cancelled. The Notes are subject to
redemption in whole, at their principal amount together with accrued interest, at the Issuer's
option in the event of certain changes affecting taxes of The Netherlands. See ``Terms and
Conditions of the 2010 Notes ± Redemption and Purchase'' and ``Terms and Conditions of the 2013
Notes ± Redemption and Purchase''.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the
``Securities Act'') and the Notes are subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S.
persons.
The 2010 Notes and the 2013 Notes will each initially be represented by a Temporary Global Note
(each a ``Temporary Global Note''), without interest coupons, which will be deposited with a
common depositary for Clearstream Banking, socieÂteÂ anonyme (``Clearstream, Luxembourg'') and
Euroclear Bank S.A./N.V., as operator of the Euroclear System (``Euroclear'') on or about
4 November, 2003 (the ``Closing Date''). Each Temporary Global Note will be exchangeable for
interests in a Permanent Global Note (each a ``Permanent Global Note''), without interest coupons,
on or after a date which is expected to be 15th December, 2003 upon certi®cation as to non-U.S.
bene®cial ownership. Each Permanent Global Note will only be exchangeable for de®nitive Notes
in bearer form in the denominations of e1,000, e10,000 and e100,000 not less than 60 days
following the request of Heineken N.V. (the ``Issuer'') or the holder in the limited circumstances
set out in it. See ``Summary of Provisions relating to the Notes while in Global Form''.
Joint Lead Managers
Barclays Capital
Citigroup
Credit Suisse First Boston
JPMorgan
Co-managers
ABN AMRO
HSBC CCF
ING
SG Corporate & Investment Banking
3rd November, 2003.

The Issuer accepts responsibility for the information contained in this Offering Circular. To the
best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure
that such is the case), the information contained in this Offering Circular is in accordance
with the facts and does not omit anything likely to affect the import of such information.
Nothing contained in this Offering Circular is or should be relied upon as a promise or
representation as to future results or events. Neither the Issuer nor the Managers (as de®ned
in ``Subscription and Sale'') has authorised the making or provision of any representation or
information regarding the Issuer, the Issuer and its subsidiaries taken as a whole (the
``Group'') or the Notes other than as contained in this Offering Circular. Any such
representation or information should not be relied upon as having been authorised by the
Issuer or the Managers. The delivery of this Offering Circular at any time does not imply that
the information contained in it is correct as at any time subsequent to the date of this
Offering Circular. Unless otherwise indicated, all information in this Offering Circular is given
as at the date of this Offering Circular.
In making an investment decision, subscribers and purchasers must rely on their own
examination of the Issuer, the Group and the terms of the offering of the Notes including
the merits and risks involved. The offering of the Notes is being made on the basis of this
Offering Circular. Any decision to subscribe for any Notes must be based on the information
contained herein.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Managers to subscribe or purchase, any of the Notes. The distribution of this
Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Offering Circular comes are required by the Issuer and
the Managers to inform themselves about and to observe any such restrictions. For a
description of certain further restrictions on offers and sales of Notes and distribution of this
Offering Circular, see ``Subscription and Sale'' below.
Some numerical ®gures included in this Offering Circular have been subject to rounding
adjustments. Accordingly, numerical ®gures shown as totals in certain tables and text may not
be an exact arithmetic aggregation of the ®gures that precede them.
In this document, all references to ``euro'', ``EUR'' and ``e'' are to the single currency
introduced in January 1999 pursuant to the Treaty establishing the European Community, as
amended.
In connection with the issue of the 2010 Notes and the issue of the 2013 Notes, J.P. Morgan
Securities Ltd. or any person acting for it may over-allot or effect transactions with a view
to supporting the market price of the 2010 Notes or the 2013 Notes, as the case may be, at
levels higher than that which might otherwise prevail for a limited period. However, there
may be no obligation on J.P. Morgan Securities Ltd. or any of its agents to do this. Such
stabilising, if commenced, may be discontinued at any time, and must be brought to an end
after a limited period.
2

Table of Contents
Page
Forward-Looking Statements............................................................................................
4
Terms and Conditions of the 2010 Notes ........................................................................
5
Terms and Conditions of the 2013 Notes ........................................................................
16
Summary of Provisions relating to the Notes while in Global Form .............................
27
Use of Proceeds .................................................................................................................
29
Heineken N.V.....................................................................................................................
30
Capitalisation and Indebtedness of Heineken N.V..........................................................
43
Netherlands Taxation ........................................................................................................
44
Subscription and Sale........................................................................................................
47
General Information..........................................................................................................
49
Index To Financial Statements..........................................................................................
50
3

Forward-Looking Statements
This Offering Circular includes statements of future expectations and other forward-looking
statements that are subject to risks and uncertainties. These statements are based on
management's current views and assumptions and involve known and unknown risks and
uncertainties. The statements are based on the Issuer's current business and disregard the
potential effects of acquisitions and divestments, or signi®cant changes in exchange and
interest rates. Such statements include, in particular, statements about the Issuer's plans,
strategies and prospects under the heading ``Heineken N.V.''. When used in this Offering
Circular, the words ``may'', ``will'', ``estimate'', ``project'', ``intend'', ``anticipate'', ``expect'',
``should'' and similar expressions are intended to identify such forward-looking statements.
Prospective investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date thereof. Important factors that could cause
actual results to differ materially from the forward-looking statements made in this Offering
Circular include, among other things (i) general economic conditions, in particular economic
conditions in the Issuer's core markets, (ii) general market conditions, including weather
conditions, in particular in the Issuer's core product markets, (iii) performance of ®nancial
markets, (iv) interest rates, (v) currency exchange rates, (vi) changes in laws and regulations
and (vii) changes in the policies of governments and/or regulatory authorities. Save as
required by the rules or regulations of any stock exchange on which the Notes are listed, the
Issuer does not undertake any obligation to publicly release any revisions of these forward-
looking statements to re¯ect events or circumstances after the date of this Offering Circular
or to re¯ect the occurrence of unanticipated events.
4

Terms and Conditions of the 2010 Notes
The following are the terms and conditions of the 2010 Notes substantially in the form in
which they will be endorsed on the 2010 Notes in de®nitive form (if issued):
The issue of the Notes was authorised by resolutions of the Executive Board of the Issuer,
dated 16th October, 2003 and Supervisory Board of the Issuer, dated 19th June, 2003. The
Notes are constituted by a Trust Deed (the ``Trust Deed'') dated 4th November, 2003 between
the Issuer and J.P. Morgan Corporate Trustee Services Limited (the ``Trustee'' which expression
shall include all persons for the time being the trustee or trustees under the Trust Deed) as
trustee for the holders of the Notes (the ``Noteholders''). These terms and conditions (the
``Conditions'') include summaries of, and are subject to, the detailed provisions of the Trust
Deed, which includes the form of the Notes and the coupons relating to them (the
``Coupons''). Copies of the Trust Deed, and of the Paying Agency Agreement (the ``Paying
Agency Agreement'') dated 4th November, 2003 relating to the Notes between the Issuer, the
Trustee and the initial principal paying agent and other paying agent named in it, are
available for inspection during usual business hours at the principal of®ce of the Trustee
(presently at Trinity Tower, 9 Thomas More Street, London E1W 1YT) and at the speci®ed
of®ces of the principal paying agent for the time being (the ``Principal Paying Agent'') and
the other paying agents for the time being (the ``Paying Agents'', which expression shall
include the Principal Paying Agent). The Noteholders and the holders of the Coupons
(whether or not attached to the relevant Notes) (the ``Couponholders'') are entitled to the
bene®t of, are bound by, and are deemed to have notice of, all the provisions of the Trust
Deed and are deemed to have notice of those applicable to them of the Paying Agency
Agreement.
1
Form, Denomination and Title
(a) Form and denomination
The Notes are serially numbered and in bearer form in the denominations of e1,000, e10,000
and e100,000 each with Coupons attached on issue. Notes of one denomination may not be
exchanged for Notes of any other denomination.
(b) Title
Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will
(except as otherwise required by law) be treated as its absolute owner for all purposes
(whether or not it is overdue and regardless of any notice of ownership, trust or any interest
in it, any writing on it, or its theft or loss) and no person will be liable for so treating the
holder.
2
Status
The Notes and Coupons constitute (subject to Condition 3) unsecured obligations of the Issuer
and shall at all times rank pari passu and without any preference among themselves. The
payment obligations of the Issuer under the Notes and Coupons shall, save for such
exceptions as may be provided by applicable legislation (and subject to Condition 3), at all
times rank at least equally with all its other present and future unsecured and
unsubordinated obligations.
3
Covenants
(a) Negative Pledge
So long as any Note or Coupon remains outstanding (as de®ned in the Trust Deed):
(i) the Issuer will not create or permit to subsist any Security Interest (other than a Permitted
Security Interest) upon the whole or any part of its undertaking, assets or revenues present
or future to secure any Relevant Debt (as de®ned below) or any guarantee of or indemnity
in respect of any Relevant Debt; and
(ii) the Issuer will procure that no Subsidiary of the Issuer will create or permit to subsist any
Security Interest (other than a Permitted Security Interest) upon the whole or any part of its
undertaking, assets or revenues present or future to secure any Relevant Debt or any
guarantee of or indemnity in respect of any Relevant Debt
5

unless, at the same time or prior thereto, the Issuer's obligations under the Notes, the
Coupons and the Trust Deed, (aa) are secured equally and rateably therewith to the
satisfaction of the Trustee, or (bb) have the bene®t of such other security, guarantee,
indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not
materially less bene®cial to the Noteholders or as shall be approved by an Extraordinary
Resolution (as de®ned in the Trust Deed) of the Noteholders.
For the purposes of these Conditions:
``Excluded Subsidiary'' means any Subsidiary of the Issuer:
(i) which has been established solely to conduct the business of and any ancillary activities
relating to securitisation or such similar ®nancing of assets held by it; and
(ii) none of whose liabilities in respect of such ®nancing are the subject of a Security Interest
created or permitted to subsist by the Issuer or any other Subsidiary of the Issuer.
``Group'' means the Issuer and its Subsidiaries for the time being.
``Permitted Security Interest'' means:
(x) any Security Interest over or affecting the whole or part of the present or future business,
undertaking, assets or revenues (including any uncalled capital) of any entity which becomes
a Subsidiary after 4th November, 2003, where such Security Interest was created prior to the
date on which such an entity becomes a Subsidiary, but only if (A) such Security Interest was
not created in contemplation of such entity becoming a Subsidiary and (B) the amount
thereby secured has not been increased in contemplation of, or since the date of, such entity
becoming a Subsidiary;
(y) any Security Interest (the ``Replacement Security Interest'') created in whole or in part to
replace or renew or in substitution for any Security Interest created by a company referred to
in (x) of this paragraph (the ``Old Security Interest'') upon a re®nancing or similar transaction
where the Replacement Security Interest is created in respect of the same business,
undertaking, assets or revenues as the Old Security Interest and where the amount secured by
the Replacement Security Interest is equal to or less than the amount secured by the Old
Security Interest; and
(z) any Security Interest created by an Excluded Subsidiary over its assets to secure any
Relevant Debt of that Excluded Subsidiary, provided that the aggregate amount of all such
Relevant Debt so secured and outstanding from time to time does not exceed e1,000,000,000
(or its equivalent, as reasonably determined by the Trustee).
``Relevant Debt'' means any present or future indebtedness in the form of, or represented by,
bonds, notes, debentures, loan stock or other securities which are for the time being, or are
capable of being, quoted, listed or ordinarily dealt in on any stock exchange or other
securities market.
``Security Interest'' means any mortgage, charge, pledge, lien or other form of encumbrance
or security interest.
``Subsidiary'' means an entity in which a person:
(i) holds bene®cially (directly or indirectly) more than 50 per cent. of the issued share capital
(or similar rights of ownership); or
(ii) holds bene®cially (directly or indirectly) the right to control the composition of the
majority of its board of directors (or equivalent body) or controls the majority of the voting
rights, in each case, whether through the ownership of voting capital or by contract.
For the avoidance of doubt, a person will not have ``control'' as speci®ed in paragraph (ii)
above where that person has joint control.
(b) Limitation on Subsidiary Indebtedness
So long as any Note or Coupon remains outstanding, the Issuer will not permit any of its
Subsidiaries, without the prior approval of the Trustee or of an Extraordinary Resolution of
the Noteholders, to Incur any Indebtedness, unless at the time of such Incurrence the
aggregate principal amount of the Indebtedness to be Incurred together with all other
Indebtedness of the Issuer's Subsidiaries then outstanding (but disregarding for this purpose
6

any Indebtedness (``Due Indebtedness'') due to be repaid on the same day as such
Indebtedness is to be Incurred provided that the Due Indebtedness is so repaid) does not
exceed 35 per cent. of Total Group Assets.
For the purposes of this Condition 3(b):
``Acquisition'' means (a) the merger or consolidation of any Person into or with any
Subsidiary of the Issuer or (b) the acquisition by the Issuer or any of its Subsidiaries of any
assets of any Person not already a Subsidiary of the Issuer or any shares of any such Person.
``Incur'' means issue, assume, incur or otherwise become liable for and references to
``Incurred'' and ``Incurrence'' shall be construed accordingly.
``Indebtedness'' means, without double counting, any indebtedness (which includes any
obligations (whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent) for or in respect of:
(a) moneys borrowed or raised;
(b) any amount raised by acceptance under any acceptance credit facility;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes,
debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract which would,
in accordance with applicable generally accepted accounting principles, be treated as a
®nance or capital lease;
(e) the amount payable for the redemption of any Redeemable Shares in the issued share
capital of any Subsidiary of the Issuer which rank ahead of the ordinary (or equivalent) share
capital of such Subsidiary and which are not directly or indirectly owned by the Issuer; and
(f) without double-counting in respect of any amount of any liability which has already been
included in any of paragraphs (a) to (e) above, the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a) to (e) above;
PROVIDED THAT Indebtedness shall not include:
(i) for the avoidance of doubt, any trade indebtedness including, without limitation, any
amounts owing in respect of the delivery of goods, royalty payments and payments under
trademark agreements for the provision of management or technical services;
(ii) for the avoidance of doubt, any guarantee to any Person by any Subsidiary of the Issuer
in the ordinary course of its trading in relation to loans made or to be made to such
Subsidiary's trade brewery customers;
(iii) for the avoidance of doubt, any guarantee provided by any Subsidiary of the Issuer to a
tax authority with jurisdiction over such Subsidiary in the ordinary course of the Subsidiary's
business in relation to excise and/or import duties payable by such Subsidiary;
(iv) Indebtedness of a Subsidiary of the Issuer owing to the Issuer or another Subsidiary;
(v) Indebtedness of a Subsidiary of the Issuer acquired as a result of an Acquisition (or
Indebtedness assumed at the time of an Acquisition of an asset securing such Indebtedness),
provided that (x) such Indebtedness was not Incurred in connection with, or in anticipation or
contemplation of, such Acquisition and (y) such Indebtedness is non-recourse to any assets of
the Issuer or any of its Subsidiaries other than the Subsidiary and assets so acquired; and
(vi) any re®nancing or similar transaction of any Indebtedness Incurred under paragraph (v) above
provided that the principal amount of such Indebtedness is not increased as a result of such
re®nancing or other transaction.
``Person'' includes any person, ®rm, company, corporation, government, state or agency of a
state or any association, trust or partnership (whether or not having separate legal
personality) or two or more of the foregoing.
``Redeemable Shares'' means shares which are redeemable provided that no shares which are
expressed to be redeemable after 4th February, 2010 shall be treated as ``Redeemable Shares''
unless, under their terms, it is possible that they might fall to be redeemed (whether on
insolvency of the issuer thereof, or at the option of the issuer or holder thereof, or
otherwise) prior to such date.
7

``Total Group Assets'' means the total assets of the Issuer on a consolidated basis, as shown in
its then latest audited consolidated annual ®nancial statements or (if more recently prepared
and published) its then latest unaudited consolidated semi-annual ®nancial statements.
4
Interest
The Notes bear interest from 4th November, 2003 at the rate of 4.375 per cent. per annum,
payable annually in arrear on 4th February in each year (each an ``Interest Payment Date''),
except that the ®rst payment of interest, to be made on 4th February, 2004, will be in
respect of the period from 4th November, 2003 to 4th February, 2004 and will amount to
e11.03, e110.27 and e1102.74 per Bond of e1,000, e10,000 and e100,000 respectively. Each
Note will cease to bear interest from the due date for redemption unless, upon due
presentation, payment of principal is improperly withheld or refused. In such event it shall
continue to bear interest at such rate (both before and after judgment) until whichever is the
earlier of (a) the day on which all sums due in respect of such Note up to that day are
received by or on behalf of the relevant holder, and (b) the day seven days after the Trustee
or the Principal Paying Agent has noti®ed Noteholders of receipt of all sums due in respect
of all the Notes up to that seventh day (except to the extent that there is failure in the
subsequent payment to the relevant holders under these Conditions).
Where interest is to be calculated in respect of a period which is equal to or shorter than an
Interest Period (other than in respect of the period ending on the Interest Payment Date
falling on 4th February, 2004) the day-count fraction used will be the number of days in the
relevant period, from and including the date from which interest begins to accrue to but
excluding the date on which it falls due, divided by the actual number of days in the Interest
Period in which the relevant period falls (including the ®rst day but excluding the last). The
period beginning on 4th November, 2003 and ending on the ®rst Interest Payment Date and
each successive period beginning on an Interest Payment Date and ending on the next
succeeding Interest Payment Date is called an ``Interest Period''.
5
Redemption and Purchase
(a) Final redemption
Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their
principal amount on 4th February, 2010. The Notes may not be redeemed at the option of
the Issuer other than in accordance with this Condition.
(b) Redemption for taxation reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any
time, on giving not less than 30 nor more than 60 days' notice to the Noteholders (which
notice shall be irrevocable), at their principal amount (together with interest accrued to the
date ®xed for redemption), if (i) the Issuer satis®es the Trustee immediately prior to the
giving of such notice that it has or will become obliged to pay additional amounts as
provided or referred to in Condition 7 as a result of any change in, or amendment to, the
laws or regulations of The Netherlands or any political subdivision or any authority thereof or
therein having power to tax, or any change in the application or of®cial interpretation of
such laws or regulations, which change or amendment becomes effective on or after 3rd
November, 2003, and (ii) such obligation cannot be avoided by the Issuer taking reasonable
measures available to it, provided that no such notice of redemption shall be given earlier
than 90 days prior to the earliest date on which the Issuer would be obliged to pay such
additional amounts were a payment in respect of the Notes then due. Prior to the
publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to
the Trustee a certi®cate signed by two members of the Executive Board of the Issuer stating
that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable
measures available to it and the Trustee shall be entitled to accept such certi®cate as
suf®cient evidence of the satisfaction of the condition precedent set out in (ii) above, in
which event it shall be conclusive and binding on the Noteholders and the Couponholders.
(c) Notice of redemption
All Notes in respect of which any notice of redemption is given under this Condition shall be
redeemed on the date speci®ed in such notice in accordance with this Condition.
8

(d) Purchase
The Issuer and any of its Subsidiaries may at any time purchase Notes in the open market or
otherwise at any price, which Notes may be held, resold or, at the option of the Issuer,
surrendered to any Paying Agent for cancellation (provided that, if they are to be cancelled,
they are purchased together with all unmatured Coupons relating to them). Any purchase by
tender shall be made available to all Noteholders alike. The Notes so purchased, while held
by or on behalf of the Issuer or any such Subsidiary, shall not entitle the holder to vote at
any meetings of the Noteholders and shall not be deemed to be outstanding for the
purposes of calculating quorums at meetings of the Noteholders or for the purposes of
Condition 11(a).
(e) Cancellation
All Notes so redeemed and any unmatured Coupons attached to or surrendered with them
will be cancelled. All Notes so cancelled and any Notes cancelled pursuant to Condition 5(d)
(together with all unmatured Coupons cancelled therewith) may not be re-issued or resold.
6
Payments
(a) Method of Payment
Payments of principal and interest in respect of each Note will be made against presentation
and surrender (or, in the case of a partial payment, endorsement) of the relevant Note or
Coupon (as the case may be) at the speci®ed of®ce outside the United States of any Paying
Agent by euro cheque drawn on, or by transfer to, a euro account (or any other account to
which euro may be credited or transferred) speci®ed by the payee. Payments of interest due
in respect of any Note other than on presentation and surrender of matured Coupons shall
be made only against presentation and either surrender or endorsement (as appropriate) of
the relevant Note.
(b) Payments subject to ®scal laws
All payments are subject in all cases to any applicable ®scal or other laws and regulations,
but without prejudice to the provisions of Condition 7. No commissions or expenses shall be
charged to the Noteholders or Couponholders in respect of such payments.
(c) Surrender of unmatured Coupons
Each Note should be presented for redemption together with all unmatured Coupons relating
to it, failing which the amount of any such missing unmatured Coupon (or, in the case of
payment not being made in full, that proportion of the amount of such missing unmatured
Coupon which the sum of principal so paid bears to the total principal amount due) will be
deducted from the sum due for payment. Each amount of principal so deducted will be paid
in the manner mentioned above against surrender of the relevant missing Coupon not later
than 10 years after the Relevant Date (as de®ned in Condition 7) for the relevant payment of
principal.
(d) Payments on business days
A Note or Coupon may only be presented for payment on a day which is a business day in
the place of presentation. No further interest or other payment will be made as a
consequence of the day on which the relevant Note or Coupon may be presented for
payment under this paragraph falling after the due date. In this Condition ``business day''
means (i) a day on which commercial banks and foreign exchange markets are open in the
relevant city and (ii) a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET) System is operating.
(e) Paying Agents
The initial Paying Agents and their initial speci®ed of®ces are listed below. The Issuer reserves
the right at any time with the approval of the Trustee to vary or terminate the appointment
of any Paying Agent and appoint additional or other Paying Agents, provided that it will
maintain (i) a Principal Paying Agent and (ii) Paying Agents (which may include the Principal
Paying Agent) having speci®ed of®ces in at least two major European cities approved by the
Trustee (including Luxembourg, so long as the Notes are listed on the Luxembourg Stock
Exchange and the rules of that Stock Exchange so require) and (iii) if the conclusions of the
9

ECOFIN Council meeting of 26-27th November, 2000 are implemented, the Issuer will ensure
that it maintains a Paying Agent with a speci®ed of®ce in a European Union member state
that will not be obliged to withhold or deduct tax pursuant to any European Union Directive
on the taxation of savings implementing such conclusions or any law implementing or
complying with, or introduced in order to conform to, such Directive.
Notice of any change in the Paying Agents or their speci®ed of®ces will promptly be given to
the Noteholders.
7
Taxation
All payments of principal and interest by or on behalf of the Issuer in respect of the Notes
and the Coupons shall be made free and clear of, and without withholding or deduction for,
any taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within The Netherlands or any authority therein or
thereof having power to tax, unless such withholding or deduction is required by law. In that
event the Issuer shall pay such additional amounts as will result in receipt by the Noteholders
and the Couponholders of such amounts as would have been received by them had no such
withholding or deduction been required, except that no such additional amounts shall be
payable in respect of any Note or Coupon:
(a) Other connection
presented for payment by or on behalf of a holder who is liable to such taxes, duties,
assessments or governmental charges in respect of such Note or Coupon by reason of his
having some connection with The Netherlands other than the mere holding of the Note or
Coupon; or
(b) Presentation more than 30 days after the Relevant Date
presented for payment more than 30 days after the Relevant Date except to the extent that
the holder of it would have been entitled to such additional amounts on presenting such
Note or Coupon for payment on the last day of such period of 30 days; or
(c) Payment to individuals
where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to any European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of 26-27th November, 2000 or
any law implementing or complying with, or introduced in order to conform to, such
Directive; or
(d) Payment by another Paying Agent
presented for payment by or on behalf of a Noteholder or a Couponholder who would have
been able to avoid such withholding or deduction by presenting the relevant Note or
Coupon to another Paying Agent in a Member State of the European Union; or
(e) Non-residence
presented for payment by or on behalf of a holder who would be able to avoid such
withholding or deduction in whole or in part by presenting a form or certi®cate and/or by
making a declaration of non-residence or other claim for exemption or reduction but fails to
do so.
``Relevant Date'' means the date on which such payment ®rst becomes due or if the full
amount payable has not been received by the Principal Paying Agent or the Trustee on or
prior to such due date, the date on which, the full amount having been so received, notice
to that effect shall have been given to the Noteholders.
Any reference in these Conditions to principal and/or interest shall be deemed to include any
additional amounts which may be payable under this Condition or any undertaking given in
addition to or substitution for it under the Trust Deed.
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