Obligation NIBC Banque 7.5% ( XS0215294512 ) en USD

NIBC Banque

88 % ⇌

Pays-bas

XS0215294512 ( en USD )

7.5% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation NIBC Bank XS0215294512 en USD 7.5%, échéance Perpétuelle

1 000 USD

100 000 000 USD

24/03/2026 ( Dans 187 jours )

NIBC Bank est une banque d'investissement européenne spécialisée dans les services bancaires de financement et de conseil aux entreprises, aux institutions et aux investisseurs institutionnels, opérant principalement aux Pays-Bas et en Europe occidentale.

L'Obligation émise par NIBC Banque ( Pays-bas ) , en USD, avec le code ISIN XS0215294512, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR
NIB Capital Bank N.V.
(incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)
U.S.$100,000,000 CMS Linked Perpetual Debt Securities
Issue price: 100 per cent.
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to
them in the Terms and Conditions.
The U.S.$100,000,000 CMS Linked Perpetual Debt Securities (the Securities) of NIB Capital Bank N.V. (the Bank
or the Issuer) are perpetual securities and have no fixed redemption date. However, the Securities may be
redeemed in whole but not in part at the option of the Issuer at their principal amount together with all Deferred
Coupons, if any, and accrued interest on the Interest Payment Date falling on 24th March, 2015 or any Interest
Payment Date thereafter. Prior redemption in case of tax or regulatory events may apply, subject to Condition 8.
The Securities will bear a fixed rate of interest on their outstanding principal amount from (and including) the Issue
Date at a rate of 7.50 per cent. per annum until 24th March, 2007 and thereafter at a variable rate of interest
per annum which is the lesser of (i) the aggregate of 0.1 per cent. annual and the annual spot 10 year USD fixed
versus 6 month USD LIBOR swap rate and (ii) 8.25 per cent. per annum as more fully described in Condition 3.3.
Payments of interest may be deferred, as more fully described in Condition 4, but any Deferred Coupons will
immediately become due if the Issuer (i) makes payments on its Junior Securities, Parity Securities, Junior Guarantees
or Parity Guarantees; or (ii) purchases or redeems its Junior Securities, Parity Securities or any security benefiting from
a Junior Guarantee or Parity Guarantee. Investors will receive cash only but the moneys to satisfy such Deferred
Coupons may only be raised by the issue of the Bank's Payment Preference Shares, which, when sold, will provide
cash applied for the amount due in respect of Deferred Coupons. Upon the occurrence of a Supervisory Event, the
Issuer will arrange for each Security to be substituted for a Substituted Preference Share of the Bank, as described in
Condition 6.
The Securities constitute direct, unsecured and subordinated obligations of the Issuer as described in Condition 2.
This Offering Circular constitutes a prospectus for the purpose of the listing and issuing rules of Euronext Amsterdam
N.V. Application has been made for the listing of the Securities on the Official Segment of the stock market of
Euronext Amsterdam N.V. It is anticipated that the Securities will be quoted as a percentage of their principal
amount of U.S.$1,000.
The Securities shall have a denomination of U.S.$1,000 each. The Securities will initially be represented by a
temporary global Security (the Temporary Global Security), without interest coupons (Coupons), to be
deposited with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear),
and Clearstream Banking, socie´te´ anonyme (Clearstream, Luxembourg) on or about 24th March, 2005 (the
Closing Date). The Temporary Global Security will be exchangeable for interests in a permanent global Security
(the Permanent Global Security), without Coupons, on and after 3rd May, 2005 upon certification of non-U.S.
beneficial ownership. The Permanent Global Security will be exchangeable for definitive Securities in bearer form, with
Coupons attached, only in certain limited circumstances as described in `Summary of Provisions Relating to the
Securities While Represented by the Global Securities'.
HSBC
The date of this Offering Circular is 21st March, 2005

The Bank accepts responsibility for the information contained in this document. To the
best of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure
that such is the case), the information contained in this document is in accordance with the
facts and does not omit anything likely to affect the import of such information.
The Issuer has confirmed to the managers (the Managers) named under ``Subscription
and Sale'' that this Offering Circular is true and accurate in all material respects and is not
misleading; that there are no other facts in relation to the information contained or
incorporated by reference herein the omission of which would, in the context of the issue of
the Securities, make any statement herein misleading in any material respect; and that all
reasonable enquiries have been made to verify the foregoing.
This document should be read and construed with any amendment or supplement
thereto and with any other documents incorporated by reference.
The Issuer has not authorised the making or provision of any representation or
information regarding the Issuer or the Securities other than as contained or incorporated by
reference in this Offering Circular or as approved for such purpose by the Issuer. Any such
representation or information should not be relied upon as having been authorised by the
Issuer, the Managers or any of them.
No representation or warranty is made or implied by the Managers or any of their
respective affiliates, and neither the Managers nor any of their respective affiliates makes any
representation or warranty or accepts any responsibility, as to the accuracy or completeness
of the information contained herein.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any
Security shall, in any circumstances, create any implication that there has been no adverse
change in the financial situation of the Issuer since the date hereof.
The distribution of this Offering Circular and the offering, sale and delivery of the
Securities 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 restrictions on offers,
sales and deliveries of Securities and on the distribution of this Offering Circular and other
offering material relating to the Securities see ``Subscription and Sale''. In particular, the
Securities have not been and will not be registered under the United States Securities Act of
1933 (as amended) and are subject to U.S. tax law requirements. Subject to certain
exceptions, Securities may not be offered, sold or delivered within the United States or to
U.S. persons.
The Issuer confirms that it will comply with Article 2.1.20 of Schedule B of the Listing
and Issuing Rules of Euronext Amsterdam N.V.
This Offering Circular does not constitute an offer or an invitation to subscribe for or
purchase any Securities and should not be considered as a recommendation by the Issuer, the
Managers or any of them that any recipient of this Offering Circular should subscribe for or
purchase any Securities. Each recipient of this Offering Circular shall be taken to have made
its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Offering Circular to EUR or euro are to the single currency
introduced at the start of the third stage of the European Economic and Monetary Union
pursuant to the treaty establishing the European Community, as amended.
2

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this document:
(1)
the annual reports (including the audited financial statements therein) of the Issuer in respect of the
financial years ended 31st December, 2002, 2003 and 2004; and
(2)
the Bank's articles of association.
The Issuer and the Paying Agents (at their specified offices) will provide, without charge, to each person
to whom a copy of this Offering Circular has been delivered, upon the request of any such person, a copy of
any or all of the documents incorporated herein by reference. Written or telephone requests for such
documents should be directed to the Issuer, the specified office of any Paying Agent or the specified office of
the Listing Agent in Amsterdam set out at the end of this Offering Circular.
IN CONNECTION WITH THE ISSUE OF SECURITIES, HSBC BANK PLC (OR ANY
AGENT OF HSBC BANK PLC) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE MAY BE NO
OBLIGATION ON HSBC BANK PLC (OR ANY AGENT OF HSBC BANK PLC) TO DO
THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD AND IN ANY EVENT
NO LATER THAN 30 DAYS AFTER THE ISSUE DATE. STABILISATION TRANSACTIONS
CONDUCTED ON EURONEXT AMSTERDAM MUST BE CONDUCTED IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND REGULATIONS OF EURONEXT AMSTERDAM AND
ARTICLE
32
(AND
ANNEX
6)
OF
THE
FURTHER
REGULATIONS
ON
MARKET
CONDUCT
SUPERVISION
OF
THE
SECURITIES
TRADE
2002
(NADERE
REGELING
GEDRAGSTOEZICHT
EFFECTENVERKEER
2002), AND WILL END 30 DAYS AFTER THE
ISSUE DATE OF THE SECURITIES. STABLISATION TRANSACTIONS CONDUCTED ON
EURONEXT AMSTERDAM MUST BE CONDUCTED BY A MEMBER OF EURONEXT
AMSTERDAM.
3

TABLE OF CONTENTS
Page
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
CONDITIONS OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE REPRESENTED BY THE
GLOBAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
NIB CAPITAL BANK N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
CAPITALISATION OF THE BANK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
CASHFLOW STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
60
AUDITOR'S REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
NETHERLANDS TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
SUBSCRIPTION AND SALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
4

INVESTMENT CONSIDERATIONS
An investment in the Securities involves certain risks. You should carefully consider the following factors in
addition to the other information included in this Offering Circular before deciding to purchase any Securities. There
may be additional risks and uncertainties that are not presently known to the Bank, or that the Bank currently does
not deem relevant. The following factors are not meant to be an exhaustive listing of all risks associated with the
purchase of the Securities.
The Bank may defer payments on the Securities for any period of time.
Unless a Mandatory Payment Event occurs, the Bank may elect to defer payments on the Securities for
any period of time, subject to the suspension of payments on the Bank's Junior Securities, Parity Securities,
Junior Guarantees or Parity Guarantees. Any such deferred payments will not accrue interest unless and until
they become due and payable under the Trust Deed and the Securities and are not paid. See ``Conditions of
the Securities Condition 4 (Optional Deferral of Interest)''.
The Securities are perpetual securities, and investors will have no right to call for their
redemption.
The Securities are perpetual securities and have no fixed maturity date or redemption date. The Bank is
under no obligation to redeem the Securities at any time and investors will have no right to call for their
redemption.
The Bank may redeem the Securities at any time if certain adverse tax or regulatory events occur.
The Bank may also redeem the Securities at its option on 24th March, 2015 or on any Interest
Payment Date thereafter.
Any redemption of the Securities will be subject to the conditions described under ``Conditions of the
Securities Condition 8 (Redemption and Purchase)''.
The Bank is not prohibited from issuing further debt, which may rank pari passu with or senior to
the Securities or further preference shares which may effectively rank pari passu with the
Securities.
Subject only to the conditions described in ``Conditions of the Securities Condition 2 (Status and
Subordination'') there is no restriction on the amount of debt that the Bank may issue, which ranks senior to
the Securities or on the amount of securities (including preference shares) that the Bank may issue, which
ranks pari passu with the Securities. The issue of any such debt or securities may reduce the amount
recoverable by investors upon the Bank's bankruptcy or may increase the likelihood of a deferral of payments
on the Securities. Any preference shares issued pursuant to the Alternative Coupon Satisfaction Mechanism
will effectively rank pari passu with the Securities.
The Bank may defer payments that it is required to make pursuant to the Alternative Coupon
Satisfaction Mechanism should the Bank fail to have a sufficient number of preference shares
available for issue.
If the Bank is to make a payment using the Alternative Coupon Satisfaction Mechanism and the Bank has
an insufficient number of preference shares available for issue, then the Bank's payment obligation will be
suspended to the extent of such insufficiency until such time as sufficient preference shares are available to
satisfy all or part of the suspended payment obligation, as more fully described under ``Conditions of the
Securities Condition 5.2 (Alternative Coupon Satisfaction Mechanism Insufficiency of Payment Preference
Shares)''.
There are limitations on the remedies available to investors and the Trustee should the Bank fail
to pay amounts due on the Securities.
If an Event of Default occurs and is continuing regarding the Securities, the Trustee may institute
bankruptcy proceedings against the Bank in The Netherlands, but not elsewhere. The Trustee may not,
however, declare the principal amount of any outstanding Security to be due and payable or pursue any other
legal remedy, including commencing a judicial proceeding for the collection of sums due and unpaid. Although
there is some doubt under Dutch law whether the Trustee would be permitted to commence a bankruptcy
proceeding in The Netherlands, if for any reason the Trustee is unwilling or unable to do so, any holder of
the Securities with a due and payable claim will be permitted to commence such proceedings in accordance
with Dutch bankruptcy law and the Trust Deed. See ``Conditions of the Securities Condition 11 (Events of
Default)''.
5

Investors will be deemed to have waived all rights of set-off.
Subject to applicable law, investors may not exercise or claim any right of set-off in respect of any
amount the Bank owes the investors arising under or in connection the Securities and investors will be
deemed to have waived all such rights of set-off. See ``Conditions of the Securities Condition 2.4 (Status and
Subordination No set off)''.
If certain supervisory events occur, the Securities will be substituted into a preference share
without the consent of holders which could have adverse consequences for holders.
Upon the occurrence of a Supervisory Event, the Issuer will arrange for each Security to be substituted
for a Substituted Preference Share of the Bank. See ``Conditions of the Securities Condition 6 (Supervisory
Event)''.
Distributions on Substituted Preference Shares are not cumulative. Investors will not be entitled
to recover missed Distributions.
Distributions on the Substituted Preference Shares are not cumulative. Distributions on the Substituted
Preference Shares are only payable with respect to any distribution period if, for the corresponding distribution
period, distributions on the Substituted Preference Shares are declared and authorised to be paid by the
general meeting of the Bank. Consequently, if, for any reason, distributions on the Substituted Preference
Shares are not declared for any distribution period, the holders of Substituted Preference Shares will not be
entitled to recover such distributions, whether or not funds are or subsequently become available, or
distributions of the Substituted Preference Shares are declared for any future distribution period. Under its
articles of association, the Issuer can only pay dividends on its ordinary shares in respect of any year if
Distributions in respect of that year have been paid in full on the Substituted Preference Shares.
The Securities and the Substituted Preference Shares, if issued, are a new issue of securities, and
there is no assurance that a trading market will exist or that it will be liquid.
The Securities and the Substituted Preference Shares, if issued, are a new issue of securities and have no
established trading market. There can be no assurance that an active trading market will develop. Even if an
active trading market does develop, no one, including the Manager, is required to maintain its liquidity. The
liquidity and the market prices for the Securities and the Substituted Preference Shares, if issued, can be
expected to vary with changes in market and economic conditions, the Bank's financial condition and prospects
and other factors that generally influence the market prices of securities.
6

CONDITIONS OF SECURITIES
Other than the paragraphs in italics, the following is the text of the Conditions of the Securities which (subject
to modification) will be endorsed on each Security in definitive form (if issued):
The U.S.$100,000,000 CMS Linked Perpetual Debt Securities (the Securities, which expression shall in
these Conditions, unless the context otherwise requires, include any further Securities issued pursuant to
Condition 17 and forming a single series with the Securities) of NIB Capital Bank N.V. (the Bank) are
constituted by a Trust Deed dated 24th March, 2005 (the Trust Deed) made between the Bank and The
Law Debenture Trust Corporation p.l.c. (the Trustee, which expression shall include its successor(s)) as
trustee for the holders of the Securities (the Securityholders) and the holders of the interest coupons
appertaining to the Securities (the Couponholders and the Coupons respectively, which expressions shall,
unless the context otherwise requires, include the talons for further interest coupons (the Talons) and the
holders of the Talons).
The statements in these Conditions include summaries of, and are subject to, the detailed provisions of
and definitions in the Trust Deed. Copies of the Trust Deed and the Agency Agreement dated 24th March,
2005 (the Agency Agreement) made between the Bank, the initial Paying Agents, the Agent Bank and the
Trustee are available for inspection during normal business hours by the Securityholders and the
Couponholders at the registered office for the time being of the Trustee, being at the date of issue of the
Securities at Fifth Floor, 100 Wood Street, London, EC2V 7EX and at the specified office of each of the
Paying Agents. The Securityholders and the Couponholders are entitled to the benefit of, are bound by, and
are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to
them.
Condition 20 sets out defined terms used in these Conditions.
1.
FORM, DENOMINATION AND TITLE
1.1
Form and Denomination
The Securities are in bearer form, serially numbered, in the denomination of U.S.$1,000 each with
Coupons and one Talon attached on issue.
1.2
Title
Title to the Securities and to the Coupons will pass by delivery.
1.3
Holder Absolute Owner
The Bank, any Paying Agent and the Trustee (to the fullest extent permitted by applicable laws) may
deem and treat the bearer of any Security or Coupon as the absolute owner for all purposes (whether or
not the Security or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the
Security or Coupon or any notice of previous loss or theft of the Security or Coupon or of any trust or
interest therein) and shall not be required to obtain any proof thereof or as to the identity of such bearer.
2.
STATUS AND SUBORDINATION
2.1
Status
Subject to applicable law, the Securities constitute direct, unsecured and subordinated obligations of the
Bank and rank pari passu without any preference among themselves.
2.2
Subordination
Upon the Bank's liquidation, moratorium of payments, bankruptcy or emergency measure (noodregeling)
being declared, the rights and claims of holders of the Securities will rank, effectively from a financial point of
view, in priority to all holders of Junior Securities and Junior Guarantees, in each case in accordance with and
by virtue of the subordination provisions thereof, and equally with the holders of the Bank's existing
preference shares and any other Parity Securities and Parity Guarantees then outstanding. Upon the Bank's
liquidation, moratorium of payments or bankruptcy or emergency measure (noodregeling) being declared the
rights and claims of the holders of the Securities are and shall be subordinated to the rights and claims of the
holders of all Senior Debt of the Bank and accordingly any payments on the Securities will be subordinate to,
and subject in right of payment to the prior payment in full of, all Senior Debt.
Unless all principal of, and any premium or interest on, Senior Debt has been paid in full, no payment
or other distribution may be made in respect of the Securities in the following circumstances:
7

(i)
in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganisation,
assignment for creditors or other similar proceedings or events involving the Bank or assets of the Bank;
or
(ii)
(a) in the event and during the continuation of any default in the payment of principal, premium or
interest on any Senior Debt beyond any applicable grace period or (b) in the event that any event of
default with respect to any Senior Debt has occurred and is continuing beyond any applicable grace
period, permitting the holders of that Senior Debt (or a trustee) to accelerate the maturity of that
Senior Debt, whether or not the maturity is in fact accelerated (unless, in the case of (a) or (b), the
payment default or event of default has been cured or waived or ceased to exist and any related
acceleration has been rescinded) or (c) in the event that any judicial proceeding is pending with respect
to a payment default or event of default described in (a) or (b).
2.3
No senior tier 1 securities
So long as any of the Securities remains outstanding, the Bank will not issue any preference shares (or
other securities or instruments which are akin to preference shares as regards distributions or on a return of
assets upon liquidation of the Bank or in respect of distribution or payment of dividends and/or any other
amounts thereunder by the Bank) or give any guarantee or contractual support arrangement in respect of any
of the Bank's preference shares or such other securities or instruments or in respect of any other Subsidiary
(as defined in the Trust Deed) if such preference shares, preferred securities, guarantees or contractual
support arrangements would rank (as regards distributions on a return of assets upon liquidation of the Bank
or in respect of distribution or payment of dividends and/or any other amounts thereunder by the Bank)
senior to the Securities, unless the Bank alters the terms of the Securities such that the Securities rank pari
passu effectively from a financial point of view with any such preference shares, such other securities or
instruments akin to preference shares or such guarantee or support undertaking.
2.4
No set off
By acceptance of the Securities, each Securityholder will be deemed to have waived any right of set-off
or counterclaim that such holders might otherwise have against the Bank whether prior to or in bankruptcy or
winding-up.
Notwithstanding the preceding sentence, if any of the rights and claims of any Securityholder are
discharged by set-off, such discharge shall be deemed null and void and such holder will immediately pay an
amount equal to the amount of such discharge to the Bank, if applicable, the liquidator or trustee or receiver
of the Bank and, until such time as payment is made, will hold a sum equal to such amount on trust for the
Bank, if applicable, the liquidator or the trustee or the receiver in the Bank's winding-up. Accordingly, such
discharge will be deemed not to have taken place.
3.
INTEREST
3.1
Interest Payment Dates
The Securities bear interest on their outstanding principal amount from and including the Interest
Commencement Date, and unless the Bank elects to defer payment under Condition 4, or, regardless of
whether or not the Bank has so elected to defer payment, upon the occurrence of a Mandatory Payment
Event, interest will be payable on 24th March in each year, (each an Interest Payment Date) commencing
on 24th March, 2006.
3.2
Interest Accrual
Each Security will cease to bear interest from and including the due date for redemption unless, upon
due presentation, payment of the principal in respect of the Security is improperly withheld or refused or
unless default is otherwise made in respect of the payment, in which event interest shall continue to accrue as
provided in the Trust Deed.
3.3
Rate of Interest
The rate of interest payable from time to time in respect of the Securities (the Rate of Interest) will
be 7.50 per cent. per annum until 24th March, 2007 and thereafter will be determined on the basis of the
following provisions:
(a)
On each Interest Determination Date, Citibank, N.A. or its duly appointed successor (in such capacity,
the Agent Bank) will determine the Screen Rate on that Interest Determination Date.
8

(b)
If the Screen Rate does not appear on Reuters Screen ISDAFIX1 on such Interest Determination Date,
the Agent Bank will determine a rate (the Fallback CMS Rate) which will be calculated on the basis
of the Mid-market annual swap rate quotations provided by the Reference Banks at approximately 11.00
a.m. (New York City time) on the Interest Determination Date.
The Agent Bank will request the principal office of each of the Reference Banks to provide a quotation
of its Mid-market annual swap rate. If at least three quotations are provided, the rate for the first day of
that Interest Period will be the arithmetic mean of the quotations, eliminating the highest quotation (or,
in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest).
(c)
The Rate of Interest for the Interest Period shall be the Screen Rate (or, if the Screen Rate is not
available, the Fallback CMS Rate) plus the Margin.
(d)
In no event shall the Rate of Interest be more than 8.25 per cent. per annum.
(e)
If the Rate of Interest cannot be determined in accordance with the above provisions, the Rate of
Interest shall be determined as at the last preceding Interest Determination Date.
3.4
Determination of Rate of Interest and Interest Amount
In respect of any Interest Period falling after 24th March, 2007 the Agent Bank shall, as soon as
practicable after each Interest Determination Date, but in no event later than the third Business Day in
London thereafter, determine the US dollar amount (the Interest Amount) payable in respect of interest
on each principal amount of Securities for the relevant Interest Period. The Interest Amount shall be
determined by applying the Rate of Interest to such principal amount, multiplying the sum by the number of
days in the period from and including the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to but excluding the relevant payment date (such number of days being calculated on
the basis of 12 30-day months) divided by 360 and rounding the resultant figure to the nearest cent, half a
cent being rounded upwards).
3.5
Publication of Rate of Interest and Interest Amount
The Agent Bank shall cause the Rate of Interest and the Interest Amount for each Interest Period falling
after 24th March, 2007 to be notified to the Bank, the Trustee and to any stock exchange or other relevant
authority on which the Securities are at the relevant time listed and to be published in accordance with
Condition 14 as soon as possible after their determination, and in no event later than the second Business
Day in London thereafter.
3.6
Determination by the Trustee
The Trustee may (but without any liability accruing to the Trustee as a result), if the Agent Bank defaults
at any time in its obligation to determine the Rate of Interest and Interest Amount in accordance with the
above provisions, determine the Rate of Interest and Interest Amount or procure the determination of the
Rate of Interest and Interest Amount, the former at such rate as, in its absolute discretion (having such regard
as it shall think fit to the procedure described above, but subject to the maximum Rate of Interest referred to
in Condition 3.3), it shall deem fair and reasonable in all the circumstances and the latter in the manner
provided in Condition 3.3 and the determinations shall be deemed to be determinations by the Agent Bank.
3.7
Notifications, etc. to be Final
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this Condition, whether by the Agent Bank
or the Trustee, will (in the absence of wilful default, bad faith or manifest error) be binding on the Bank, the
Trustee, the Agent Bank, the Paying Agents and all Securityholders and Couponholders and (in the absence of
wilful default, bad faith or manifest error) no liability to the Bank, or the Securityholders or the Couponholders
shall attach to the Agent Bank or, if applicable, the Trustee in connection with the exercise or non-exercise by
any of them of their powers, duties and discretions under this Condition.
3.8
Agent Bank
The Bank shall procure that, so long as any of the Securities remains outstanding, there is at all times an
Agent Bank for the purposes of the Securities and the Bank may, subject to the prior written approval of the
Trustee, terminate the appointment of the Agent Bank. In the event of the appointed office of any bank being
unable or unwilling to continue to act as the Agent Bank or failing duly to determine the Rate of Interest and
the Interest Amount for any Interest Period, the Bank shall, subject to the prior written approval of the
9

Trustee (not to be unreasonably withheld), appoint another major bank to act in its place. The Agent Bank
may not resign its duties or be removed without a successor having been appointed.
4.
OPTIONAL DEFERRAL OF INTEREST
4.1
Deferral
If, since the last Interest Payment Date on which interest was paid (or, in the case of the first Interest
Payment Date, the Interest Commencement Date) no Mandatory Payment Event has occurred on or before
the 20th Business Day preceding the date on which any payment would, in the absence of deferral, be due
and payable (a Deferral Condition), the Bank may defer any such payment (any deferred payments are
referred to herein as Deferred Coupons) and such payment will not be due and payable and no Event of
Default will occur as a consequence of such deferral. Any Deferred Coupons will not accrue interest unless
and until they become due and payable under the Trust Deed and these Conditions and are not paid.
In order to effect such deferral, the Bank will deliver a notice to the Trustee, the Principal Paying Agent
and the holders of the Securities, not less than 16 Business Days prior to the related Interest Payment Date.
4.2
Optional settlement of Deferred Coupons
The Bank may pay any Deferred Coupons to holders of the Securities at any time, provided, however,
that upon the occurrence of a Mandatory Payment Event at any time after Coupons have been deferred, all
Deferred Coupons shall become due and payable as provided in Condition 4.3. The Bank may satisfy its
obligations to pay any Deferred Coupons only in accordance with the Alternative Coupon Satisfaction
Mechanism.
4.3
Mandatory payment of Coupons
If a Mandatory Payment Event occurs, interest on the Securities and any Deferred Coupons will be or
become mandatorily due and payable as follows:
(a)
if a Mandatory Payment Event set forth in paragraph (i) of the definition thereof occurs, then,
notwithstanding the occurrence, further occurrence or continuance of any Deferral Condition:
(i)
all Deferred Coupons will become mandatorily due and payable in full on the tenth Business Day
after the date on which (x) the general meeting of the Bank's shareholders adopted the
Shareholders Adopted Accounts if the Distributable Profits were determined on the basis of the
Shareholders Adopted Accounts, or (y) the Management Board publishes the Management Board
Published Accounts by submission to the trade register if Distributable Profits were determined on
the basis of the Management Board Published Accounts; and
(ii)
interest will be mandatorily due and payable in full on the next Interest Payment Date
(commencing with the Interest Payment Date that falls on or immediately after the date on which
(x) the general meeting of the Bank's shareholders adopted the Shareholders Adopted Accounts if
Distributable Profits were determined on the basis of the Shareholders Adopted Accounts, or (y)
the Management Board publishes the Management Board Published Accounts by submission to the
trade register if Distributable Profits were determined on the basis of the Management Board
Published Accounts);
(b)
if a Mandatory Payment Event set forth in paragraphs (ii), (iii) or (iv) of the definition thereof occurs,
then, notwithstanding the occurrence, further occurrence or continuance of any Deferral Condition:
(i)
all Deferred Coupons will become mandatorily due and payable in full on the date of such
Mandatory Payment Event;
(ii)
with respect to a Mandatory Payment Event set forth in paragraphs (ii) or (iii) of the definition
thereof, the interest payable for the next Interest Payment Date commencing with the Interest
Period with a related Interest Payment Date that falls on or immediately after the date of such
Mandatory Payment Event, will be mandatorily due and payable in full on such next Interest
Payment Date; and
(iii)
with respect to a Mandatory Payment Event set forth in paragraph (iv) of the definition thereof,
interest will be mandatorily due and payable in full on the next Interest Payment Date
commencing with the Interest Payment Date that falls on or immediately after the date on which
the Bank or any of its Undertakings redeems, purchases or otherwise acquires for any
consideration any of the Bank's Junior Securities, any Parity Securities or any securities or other
instruments issued by any of the Bank's Undertakings benefiting from a Junior Guarantee or Parity
Guarantee.
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