Obligation NatWest Holdings 5.5% ( XS0205935470 ) en EUR

Société émettrice NatWest Holdings
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS0205935470 ( en EUR )
Coupon 5.5% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation NatWest Group XS0205935470 en EUR 5.5%, échéance Perpétuelle


Montant Minimal /
Montant de l'émission /
Prochain Coupon 31/12/2025 ( Dans 178 jours )
Description détaillée NatWest Group est une banque britannique offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions, incluant des services de banque de détail, de gestion de patrimoine, de marchés de capitaux et de banque d'investissement.

L'Obligation émise par NatWest Holdings ( Royaume-uni ) , en EUR, avec le code ISIN XS0205935470, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







OFFERING CIRCULAR
The Royal Bank of Scotland Group plc
(a public limited company incorporated under the laws of Scotland with registered number 45551)
1,250,000 Non-cumulative Euro Preferred Securities of 50.01 each,
Series 1
Issue price: 51,000 per Series 1 Euro Preferred Security
The Royal Bank of Scotland Group plc (the ``Company'') is issuing 1,250,000 Non-cumulative Euro
Preferred Securities, Series 1 (``Series 1 Euro Preferred Securities'').
Dividends on the Series 1 Euro Preferred Securities will accrue from the date of issue. The Company will
(subject as provided herein) pay dividends out of its distributable profits in Euro annually in arrear on
31 December in each year beginning on 31 December 2005 at an annual rate of 5.50 per cent. of the liquidation
preference of 41,000 per Series 1 Euro Preferred Security. Provided that the United Kingdom (``UK'') Financial
Services Authority does not object, the Company may redeem the Series 1 Euro Preferred Securities in whole on
31 March, 30 June, 30 September or 31 December in each year commencing on or after 31 December 2009 at
41,000 per Series 1 Euro Preferred Security plus accrued dividends for the then current dividend period.
If the Company is liquidated, each holder of Series 1 Euro Preferred Securities will be entitled to receive a
liquidation preference of 41,000 per Series 1 Euro Preferred Security plus accrued dividends for the then current
dividend period, but only after the Company has paid all of its debts and other liabilities to its creditors and to
holders of other securities that expressly are senior to the Series 1 Euro Preferred Securities.
Application has been made for all the Series 1 Euro Preferred Securities to be admitted to the Official
Segment of the Stock Market of Euronext Amsterdam N.V. (``Euronext, Amsterdam''). This Offering Circular
constitutes a prospectus for the purposes of the application for listing on Euronext, Amsterdam.
Investing in the Series 1 Euro Preferred Securities involves certain risks. See ``Investment
Considerations'' beginning on page 13. Investors should note, without limitation, that the Series 1
Euro Preferred Securities have no fixed date for repayment, being perpetual in nature.
The Series 1 Euro Preferred Securities will be issued in bearer form and will be represented by a single
global certificate. It is expected that the Series 1 Euro Preferred Securities will be delivered against payment
through the facilities of Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear'') and
Clearstream Banking, soci´et´e anonyme (``Clearstream, Luxembourg'', together with Euroclear, the ``Clearing
Systems'') on or about 29 November 2004 (the ``Closing Date'').
ABN AMRO
BNP PARIBAS
The Royal Bank of Scotland
UBS Investment Bank
22 November 2004


The Company accepts responsibility for the information contained in this Offering Circular. To the best of
the knowledge and belief of the Company (which has 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.
No person has been authorised to give any information or to make any representation other than as contained
in this Offering Circular and, if given or made, such information or representation must not be relied upon as
having been authorised by the Company or the Managers (as defined under ``Subscription and Sale'' below).
Neither the delivery of this Offering Circular nor any subscription, sale or purchase made in connection herewith
shall, in any circumstances, create any implication that there has been no change in the affairs of the Company
since the date hereof. This Offering Circular is to be read in conjunction with all documents which are deemed to
be incorporated herein by reference (see ``Documents Incorporated by Reference'' below). This Offering Circular
shall be read and construed on the basis that such documents are incorporated and form part of this Offering
Circular.
Prospective investors should inform themselves as to the legal requirements and tax consequences within the
countries of their residence and domicile for the acquisition, holding or disposal of Series 1 Euro Preferred
Securities and any foreign exchange restrictions that might be relevant to them. This Offering Circular does not
constitute an offer of, or an invitation by or on behalf of, the Company or the Managers to subscribe for or
purchase any of the Series 1 Euro Preferred Securities.
Investors should satisfy themselves that they understand all the risks associated with making investments in
the Series 1 Euro Preferred Securities. If a prospective investor is in any doubt whatsoever as to the risks involved
in investing in the Series 1 Euro Preferred Securities, he or she should consult his or her professional advisers.
See ``Investment Considerations'' for further details of such risks. The Managers have not separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by the Managers or any of them as to the accuracy or
completeness of the information contained in this Offering Circular or any other information provided by the
Company in connection with the Series 1 Euro Preferred Securities or their distribution.
The distribution of this Offering Circular and the offering of the Series 1 Euro Preferred Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required
by the Company and the Managers to inform themselves of, and to observe, any such restrictions.
No action has been taken in any jurisdiction (other than The Netherlands) to permit a public offering of the
Series 1 Euro Preferred Securities. Accordingly, the Series 1 Euro Preferred Securities may not be offered or
sold, directly or indirectly and this Offering Circular may not be distributed in any jurisdiction, except in
accordance with the legal requirements applicable in that jurisdiction. In particular, the Series 1 Euro Preferred
Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the ``Securities Act'') and may not be offered or sold within the United States or to, or for the account or benefit
of, US persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities Act. A further description of certain
restrictions on the offering and sale of the Series 1 Euro Preferred Securities and on the distribution of this
Offering Circular is given under ``Subscription and Sale'' below.
In connection with the issue of the Series 1 Euro Preferred Securities, UBS Limited (the ``Stabilising
Manager'') (or any person acting for the Stabilising Manager) may over-allot or effect transactions with a view
to supporting the market price of the Series 1 Euro Preferred Securities at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Manager (or any
agent of the Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and
must be brought to an end after a limited period. Such stabilising shall be in compliance with all applicable laws,
regulations and rules. When conducted by Dutch persons or entities anywhere in the world or by non-Dutch
persons or entities in The Netherlands, such stabilising will be conducted in accordance with the rules of the
Further Conduct of Business Regulation to the Dutch Securities Market Supervision Act (Nadere Regeling
gedragstoezicht effectenverkeer 2002) and will in any event be discontinued within 30 days after the Closing
Date. Stabilisation transactions conducted on the stock market of Euronext, Amsterdam must be conducted by a
member of Euronext, Amsterdam.
i


TABLE OF CONTENTS
Documents Incorporated by Reference ***************************************************
1
Summary ***************************************************************************
2
Description of the Series 1 Euro Preferred Securities ***************************************
6
Use of Proceeds *********************************************************************
12
Investment Considerations *************************************************************
13
The RBS Group *********************************************************************
15
Capitalisation************************************************************************
19
Summary Financial Information Relating to the Group **************************************
21
Taxation ****************************************************************************
24
Subscription and Sale *****************************************************************
26
General Information ******************************************************************
28
Financial Statements ******************************************************************
F-1
The financial statements for year ended 31 December 2003 **********************************
F-2
Interim financial statements for the six months ended 30 June 2004 ***************************
F-70
ii


DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, the Offering Circular:
(1)
the published annual audited financial statements (on both a consolidated basis and a non-consolidated
basis) of the Company for the years ended 31 December 2003 and 31 December 2002;
(2)
the published semi-annual interim unaudited financial statements of the Company (on a consolidated
basis) for the six month period ended 30 June 2004; and
(3)
the articles of association of the Company.
The Company will, at the specified offices of The Bank of New York (the ``Paying and Settlement
Agent''), provide, free of charge, upon oral or written request, a copy of this Offering Circular (or any document
incorporated by reference in this Offering Circular). Written or oral requests for such documents should be
directed to the Company or The Bank of New York at their principal offices set out at the end of this Offering
Circular. In addition, such documents will be available from the offices of ABN AMRO Bank N.V., in its
capacity as paying agent (the ``Paying Agent'') (together with the Paying and Settlement Agent, the ``Paying
Agents'').
1


SUMMARY
The following summary should be read together with the more detailed information regarding the Company
and its subsidiaries (the ``RBS Group'' or the ``Group''), the Series 1 Euro Preferred Securities being sold in this
offering and the financial information included elsewhere in this Offering Circular.
The Group
The Royal Bank of Scotland Group plc is a public limited company incorporated on 25 March 1968 in
Scotland under the Companies Act 1985 and 1989 with registration number 45551. The Group is a diversified
financial services group engaged in a wide range of banking, financial and finance-related activities in the UK and
internationally. The Group's operations are principally centred in the UK.
The Issue
Issuer************************ The Royal Bank of Scotland Group plc.
Issue size ******************** 1,250,000 Non-cumulative Euro Preferred Securities of liquidation prefer-
ence 41,000 each.
Issue price ******************* 41,000 per Series 1 Euro Preferred Security, payable only in cash.
Use of proceeds *************** The proceeds of the offering will be used for general corporate purposes
and to strengthen the Group's regulatory capital base. See ``Use of
Proceeds''.
Dividends ******************** Non-cumulative preferential dividends will accrue on the Series 1 Euro
Preferred Securities from the date they are issued at an annual rate of
5.50 per cent. of the liquidation preference of 41,000 per Series 1 Euro
Preferred Security. Dividends will be payable (subject as provided herein)
annually in arrear on 31 December in each year to The Bank of New York
as common depositary (``Common Depositary'') for Euroclear and Clear-
stream, Luxembourg for the benefit of holders through Euroclear and
Clearstream, Luxembourg. Payments of less than 40.01 will be rounded
upwards.
The effective yield per Series 1 Euro Preferred Security is 5.50 per cent.
per annum.
The Company expects to pay the first dividend on 31 December 2005
which shall amount to 459.89 per Series 1 Euro Preferred Security in
respect of the period from (and including) the Closing Date to (but
excluding) 31 December 2005. The dividend payable on each other
scheduled dividend payment date will be 455 per Series 1 Euro Preferred
Security. The Company's obligation to pay dividends is subject to (i) the
sole and absolute discretion of the board of directors of the Company (the
``Board of Directors'') and/or (ii) the requirements of applicable law,
sufficiency of distributable profits and payment of dividends not causing a
breach of the UK Financial Services Authority's capital adequacy
provisions.
The Series 1 Euro Preferred Securities will rank junior as to dividends to
the Company's cumulative preference shares and equally as to dividends
with the Company's other non-cumulative preference shares. See
``Description of the Series 1 Euro Preferred Securities -- Dividends''.
Dividend stopper ************** If dividends are not paid on the Series 1 Euro Preferred Securities as a
consequence of the exercise by the Directors of their discretion not to pay
the relevant dividend, then the right of the holders of the Series 1 Euro
Preferred Securities to receive a dividend will be lost. In such a case the
Company shall not pay dividends or any other distributions on its ordinary
shares or on any other class of share capital or securities issued by it and
expressed to rank junior to the Series 1 Euro Preferred Securities until such
time as dividends on the Series 1 Euro Preferred Securities in respect of
2


successive dividend periods together aggregating no less than 12 months
shall have been declared and paid in full.
If dividends are not paid on the Series 1 Euro Preferred Securities as a
result of insufficiency of distributable funds or restrictions imposed by
capital adequacy requirements, then the right of the holders of the Series 1
Euro Preferred Securities to receive a dividend from the Company will be
lost. In such a case the Company will not pay dividends or other
distributions on its ordinary shares or any other class of share capital or
securities issued by it and expressed to rank junior to or equal with the
Series 1 Euro Preferred Securities until such time as dividends on the
Series 1 Euro Preferred Securities in respect of successive dividend periods
together aggregating no less than 12 months shall have been declared and
paid in full.
Capital stopper **************** If dividends are not paid on the Series 1 Euro Preferred Securities as a
consequence of the exercise by the Directors of their discretion not to pay
the relevant dividend, then the Company may not redeem, purchase or
otherwise acquire for any consideration any of its shares expressed to rank
junior to the Series 1 Euro Preferred Securities, and may not set aside any
sum nor establish any sinking fund for the redemption, purchase or other
acquisition thereof, until such time as dividends on the Series 1 Euro
Preferred Securities in respect of successive dividend periods together
aggregating no less than 12 months shall have been declared and paid in
full.
If dividends are not paid on the Series 1 Euro Preferred Securities as a
result of insufficiency of distributable funds or restrictions imposed by
capital adequacy requirements, then the Company may not redeem,
purchase or otherwise acquire for any consideration any of its other shares,
and the Company may not set aside any sum or establish any sinking fund
for the redemption, purchase or other acquisition of such other shares, until
such time as dividends on the Series 1 Euro Preferred Securities in respect
of successive dividend periods together aggregating no less than 12 months
shall have been declared and paid in full.
Rights upon liquidation ********* If the Company is wound up or liquidated, holders of the Series 1 Euro
Preferred Securities will be entitled to receive 41,000 per Series 1 Euro
Preferred Security, payable by the Company out of surplus assets available
for distribution to its shareholders.
The Series 1 Euro Preferred Securities have liquidation rights which rank
junior to the Company's cumulative preference shares but equally with the
Company's other non-cumulative preference shares as to entitlement to
dividends due for payment after the date of commencement of liquidation
and any other dividend payable in respect of the period from the preceding
dividend payment date to the date of payment.
Subject to the foregoing, the Series 1 Euro Preferred Securities rank
equally with the Company's cumulative preference shares, as regards
entitlement to a sum equal to the amount paid up or credited as paid up on
the Series 1 Euro Preferred Securities. See ``Description of the Series 1
Euro Preferred Securities -- Rights Upon Liquidation''.
Optional redemption *********** Provided that the UK Financial Services Authority does not object, the
Company may redeem the Series 1 Euro Preferred Securities, at its option,
in whole on 31 March, 30 June, 30 September or 31 December in each
year commencing on or after 31 December 2009, provided in each case
that the Company gives at least 30 days' but not more than 60 days' notice.
If the Company were to exercise this option, it would redeem each Series 1
Euro Preferred Security at a redemption price of 41,000 plus the dividends
3


accrued and payable for the then-current dividend period. See ``Description
of the Series 1 Euro Preferred Securities -- Redemption''.
Voting rights ****************** Holders of Series 1 Euro Preferred Securities will only be entitled to vote
at general meetings of the Company's shareholders in certain limited
circumstances, including (1) where the rights of holders of the Series 1
Euro Preferred Securities may be varied or abrogated, (2) where a
resolution has been proposed for a winding-up or liquidation and (3) where
the Company has failed to pay in full the dividend on the Series 1 Euro
Preferred Securities for the most recent period. See ``Description of the
Series 1 Euro Preferred Securities -- Voting Rights''.
Form of the Series 1 Euro Pre-
ferred Securities ************* The Series 1 Euro Preferred Securities will constitute a class of preference
share capital in the Company, will be represented by a share warrant to
bearer and will be in the form of a single global certificate (the ``Global
Certificate''), which will be deposited with the Common Depositary.
Beneficial interests in the Global Certificate will be evidenced by, and
transfers thereof will be effected only through, records maintained by the
participants in Euroclear and Clearstream, Luxembourg.
If either or both of Euroclear or Clearstream, Luxembourg is closed for
business for a continuous period of 14 days (other than by reason of legal
holidays), or announces an intention permanently to cease business, each
holder of a beneficial interest in the Global Certificate shall have trans-
ferred to it a number of Series 1 Euro Preferred Securities corresponding to
its book-entry interest in the Series 1 Euro Preferred Securities represented
by the Global Certificate, in the form of share warrants to bearer within
30 days of such closure or announcement. Definitive share certificates will
not be available to holders of Series 1 Euro Preferred Securities unless
share warrants to bearer are presented to the Company's registrar at its
office in the UK for exchange -- see ``Description of the Series 1 Euro
Preferred Securities -- Form and Denomination''. Transfers, or agreements
to transfer, Series 1 Euro Preferred Securities in registered form will be
subject to UK stamp duty or stamp duty reserve tax -- see ``Taxation''.
Rating *********************** The Series 1 Euro Preferred Securities are expected, on issue, to be rated
``A1'' by Moody's Investors Service, Inc., ``A'' by Standard & Poor's
Rating Services, a division of the McGraw-Hill Companies, Inc. and
``AA­'' by Fitch Ratings Inc. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to supervision, reduction or
withdrawal at any time by the assigning rating agency.
Listing*********************** Application has been made to the Official Segment of the Stock Market of
Euronext Amsterdam N.V. for admission to listing of the Series 1 Euro
Preferred Securities. It is expected that admission to listing will become
effective and dealings are expected to commence on 29 November 2004.
Settlement ******************** The Series 1 Euro Preferred Securities will be cleared through Euroclear
and Clearstream, Luxembourg. Series 1 Euro Preferred Securities depos-
ited with the Common Depositary for Euroclear and Clearstream, Luxem-
bourg and credited to the respective securities accounts of purchasers in
Euroclear or Clearstream, Luxembourg against payment to Euroclear or
Clearstream, Luxembourg will be held in accordance with the terms and
conditions governing use of Euroclear and Clearstream, Luxembourg, the
operating procedures of the Euroclear system, as amended from time to
time, and the management regulations of Clearstream, Luxembourg and the
instructions to participants of Clearstream, Luxembourg, as amended from
time to time, as applicable.
Cash dividends received in respect of the Series 1 Euro Preferred Securities
that are deposited with the depositaries for Euroclear and Clearstream,
4


Luxembourg will be credited to the cash accounts maintained at Euroclear
and Clearstream, Luxembourg on behalf of the investors having accounts at
Euroclear and Clearstream, Luxembourg, as the case may be, after deduc-
tion for applicable withholding taxes (if any), in accordance with the
applicable regulations and procedures of Euroclear and Clearstream,
Luxembourg.
Each of Euroclear and Clearstream, Luxembourg may, at its discretion,
take such action as it shall deem appropriate in order to assist investors
having accounts at Euroclear or Clearstream, Luxembourg in the exercise
of voting rights in respect of the Series 1 Euro Preferred Securities. Such
actions may include (i) acceptance of instructions from investors having
accounts at Euroclear or Clearstream, Luxembourg to execute, or to
arrange for the execution of, proxies, powers of attorney or other similar
certificates for delivery to the Company or its agent; or (ii) voting of such
Series 1 Euro Preferred Securities by Euroclear or its nominees and
Clearstream, Luxembourg or its nominees in accordance with the instruc-
tions of investors having accounts at Euroclear or Clearstream,
Luxembourg.
Governing law **************** The creation and issuance of the Series 1 Euro Preferred Securities and the
rights attached to them will be governed by, and construed in accordance
with, the laws of Scotland.
5


DESCRIPTION OF THE SERIES 1 EURO PREFERRED SECURITIES
General
The Series 1 Euro Preferred Securities constitute a class of preference share capital in the Company and will
be represented by a share warrant to bearer in the form of the Global Certificate. The Global Certificate will be
deposited with the Common Depositary for Euroclear and Clearstream, Luxembourg. Beneficial interests in the
Global Certificate will be evidenced by and transfers thereof will be effected only through, records maintained by
the participants in Euroclear and Clearstream, Luxembourg. Beneficial interests in the Global Certificate will be
transferable only in accordance with the rules and procedures of Euroclear or Clearstream, Luxembourg, as the
case may be.
Pre-emptive Rights
Holders of Series 1 Euro Preferred Securities will have no pre-emptive rights.
Dividends
Non-cumulative preferential dividends on the Series 1 Euro Preferred Securities will accrue from the date
the Company issues the Series 1 Euro Preferred Securities. Subject to the limitations set forth below, the
Company will pay these dividends annually in arrear on, and to the holders of record 15 days prior to
31 December of each year (``Dividend Payment Date''), beginning on 31 December 2005. The Company will
pay dividends when, as and if declared by the Board of Directors or an authorised committee of the Board of
Directors (the ``Committee''). If any date on which dividends are payable on the Series 1 Euro Preferred
Securities is not a day on which TARGET is operating and on which banks in London are open for business, and
on which foreign exchange dealings may be conducted in Euro (a ``Euro Business Day''), then payment of the
dividend payable on such date will be made on the succeeding Euro Business Day and without any interest or
other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such
payment will be made on the preceding Euro Business Day; for these purposes ``TARGET'' means the
Trans-European Real-Time Gross Settlement Express Transfer (TARGET) system.
Declaration of Dividends
The Board of Directors or the Committee (i) may in its sole and absolute discretion resolve prior to any
Dividend Payment Date that such dividend shall not be paid or (ii) may declare and pay in full dividends on
Series 1 Euro Preferred Securities on each Dividend Payment Date if, in the opinion of the Board of Directors or
the Committee, the distributable profits of the Company are sufficient to cover the payment in full of dividends on
the Series 1 Euro Preferred Securities and also the payment in full of all other dividends stated to be payable on
such date on any other equally ranking preference shares, after payment in full, or the setting aside of a sum to
cover the payment in full, of all dividends stated to be payable on or before such date on any of the Company's
cumulative preference shares (and any arrears of dividends thereon). If, in the opinion of the Board of Directors
or the Committee, the payment of any dividend on any Series 1 Euro Preferred Securities would breach or cause a
breach of the capital adequacy requirements of the UK Financial Services Authority that apply at that time to the
Company and/or any of the Company's subsidiaries, then no dividend shall be declared or paid.
The Companies Act 1985 (the ``Act'') defines ``distributable profits'' as, in general terms, and subject to
adjustment, accumulated realised profits less accumulated realised losses.
If any dividend on the Series 1 Euro Preferred Securities is not payable for the reasons described in para
(ii) above, then the Board of Directors or the Committee may, if applicable law permits, pay a special non-
cumulative preferential dividend on the Series 1 Euro Preferred Securities at a rate not exceeding 40.01 per share.
However, under the Company's articles of association, no dividend shall be payable in contravention of the
special rights attaching to any of the Company's other shares.
Dividends on the cumulative preference shares issued by the Company, including any arrears, are payable in
priority to any dividends on the Series 1 Euro Preferred Securities, and as a result, the Company may not pay any
dividend on the Series 1 Euro Preferred Securities unless the Company has declared and paid in full dividends on
such cumulative preference shares, including any arrears.
Payment of Dividends
The Company will pay dividends on Series 1 Euro Preferred Securities out of its distributable profits in
Euros, at the rate per annum of 5.50 per cent. of the liquidation preference of 41,000 per Series 1 Euro Preferred
6


Security. The dividend on each Series 1 Euro Preferred Security will therefore amount to 455 per annum, and will
amount to 459.89 per Series 1 Euro Preferred Security in respect of the period from (and including) the Closing
Date to (but excluding) the first Dividend Payment Date, being 31 December 2005. Payments of dividends with
respect to the Series 1 Euro Preferred Securities will be made to each of Euroclear and Clearstream, Luxembourg
with respect to that portion of the Global Certificate held for its account.
The holder of the Global Certificate shall be the only person entitled to receive payments of dividends in
respect of the Series 1 Euro Preferred Securities represented by that Global Certificate. The Global Certificate
will initially be held by the Common Depositary. The Company will be discharged by payment to, or to the order
of, the holder of the Global Certificate with respect to the amount so paid. Each of the persons on the records of
Euroclear or Clearstream, Luxembourg as the holder of a beneficial interest must look solely to Euroclear and/or
Clearstream, Luxembourg, as the case may be, for its share of such payment made by the Company to, or to the
order of, the holder of the Global Certificate. No person other than the holder of the Global Certificate shall have
any claim against the Company with respect to payments due on that Global Certificate.
Dividends on the Series 1 Euro Preferred Securities will be non-cumulative. If the Company's Board of
Directors or the Committee does not pay a dividend payable on a Dividend Payment Date in respect of the
Series 1 Euro Preferred Securities, then holders of Series 1 Euro Preferred Securities will have no claim in respect
of the non-payment. Except as described in this Offering Circular, the holders of the Series 1 Euro Preferred
Securities will have no right to participate in the Company's profits.
If any dividend stated to be payable on the Series 1 Euro Preferred Securities on the most recent Dividend
Payment Date has not been declared and paid in full, or if the Company has not set aside a sum to provide for
payment in full of such dividend, other than by reason of the exercise of its Directors' or the Committee's
discretion referred to in para (i) under ``Declaration of Dividends'' above, then the Company may not declare or
pay dividends upon any other shares ranking equally with or after the Series 1 Euro Preferred Securities as to
dividends and the Company may not set aside any sum for the payment of these dividends, unless, on the date of
declaration of any such dividends, the Company sets aside an amount equal to the dividend for the then-current
annual dividend period payable on the Series 1 Euro Preferred Securities to provide for the payment in full of
such dividend on the Series 1 Euro Preferred Securities on the next Dividend Payment Date.
If the Company has not declared and paid in full any annual dividend payable on the Series 1 Euro Preferred
Securities or if the Company has not set aside a sum to provide for its payment in full, other than by reason of the
exercise of its Directors' or the Committee's discretion referred to in para (i) under ``Declaration of Dividends''
above, then the Company may not redeem, purchase or otherwise acquire for any consideration any of its other
shares, and the Company may not set aside any sum or establish any sinking fund for the redemption, purchase or
other acquisition of such other shares, until such time as dividends on the Series 1 Euro Preferred Securities in
respect of successive dividend periods together aggregating no less than 12 months shall have been declared and
paid in full.
In addition, if the Company has not declared and paid in full, or if it has not set aside an amount to provide
for the payment in full of, the dividend stated to be payable on any other equally ranking non-cumulative
preference shares which are then outstanding other than by reason of the exercise by its Directors or the
Committee of a discretion analogous to the discretion referred to in para (i) under ``Declaration of Dividends''
above, then:
) the Company may not declare or pay any dividends on the Series 1 Euro Preferred Securities, and the
Company may not set aside any sum to pay such dividends, unless, on the date of declaration, the
Company sets aside an amount equal to the dividend on such other series of non-cumulative preference
shares for the then-current dividend period to provide for the payment in full of such dividend on the
next applicable Dividend Payment Date; and
) the Company may not redeem, repurchase or otherwise acquire any Series 1 Euro Preferred Securities
until such time as it has declared and paid in full dividends on such other series of non-cumulative
preference shares in respect of successive dividend periods together aggregating no less than 12 months.
To the extent that any dividend on the Series 1 Euro Preferred Securities is, on any occasion, not declared
and paid by the Company by reason of the exercise of its Directors' or the Committee's discretion referred to in
para (i) under ``Declaration of Dividends'' above, holders of the Series 1 Euro Preferred Securities shall have no
claim in respect of such non-payment. In addition, such non-payment shall not prevent or restrict (a) the
declaration and payment of dividends on any other series of non-cumulative preference shares (including, but not
limited to, any series of non-cumulative preference shares outstanding as of the date of this Offering Circular)
expressed to rank pari passu with the Series 1 Euro Preferred Securities, (b) the setting aside of sums for the
7


Document Outline