Obligation UBSL 6% ( XS0359388690 ) en EUR

Société émettrice UBSL
Prix sur le marché 100 %  ▼ 
Pays  Suisse
Code ISIN  XS0359388690 ( en EUR )
Coupon 6% par an ( paiement annuel )
Echéance 18/04/2018 - Obligation échue



Prospectus brochure de l'obligation UBS (London Branch) XS0359388690 en EUR 6%, échue


Montant Minimal 50 000 EUR
Montant de l'émission 1 500 000 000 EUR
Description détaillée UBS (London Branch) est une succursale de la banque suisse UBS, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions financières au Royaume-Uni et au-delà.

L'examen de l'obligation de type XS0359388690, émise par UBS (London Branch), offre un aperçu des caractéristiques et du cycle de vie d'un instrument de dette ayant atteint sa maturité et été remboursé le 18 avril 2018. L'émetteur de ce titre est UBS (London Branch), une entité clé au sein du groupe UBS Group AG, l'une des principales institutions financières mondiales, dont le siège est en Suisse. La branche londonienne de l'UBS joue un rôle stratégique majeur, agissant comme un centre névralgique pour ses opérations de banque d'investissement, de gestion de fortune et de gestion d'actifs à l'échelle européenne et mondiale. Son implication dans l'émission d'obligations démontre sa capacité à lever des capitaux significatifs sur les marchés financiers internationaux pour soutenir les activités et la liquidité du groupe. Cette obligation était libellée en Euros (EUR) et offrait un taux d'intérêt fixe de 6%, avec une fréquence de paiement annuelle (une fois par an). Le montant total de l'émission s'élevait à 1,5 milliard d'euros, ce qui en faisait une opération de financement de grande envergure, reflétant l'importance des besoins de capitaux de l'émetteur. La taille minimale d'achat, fixée à 50 000 euros, indique que ce titre était principalement destiné à des investisseurs institutionnels ou des professionnels du marché financier plutôt qu'au grand public. Bien que l'émetteur soit une branche basée à Londres, le pays d'émission était rattaché à la Suisse, soulignant l'origine de la maison mère du groupe UBS. Le 18 avril 2018, cette obligation est arrivée à échéance. Conformément aux termes de l'émission et à la pratique courante des marchés obligataires, le prix de remboursement était de 100% de sa valeur nominale, ce qui signifie que le principal a été intégralement restitué aux porteurs de l'obligation à cette date, confirmant le respect des engagements de l'émetteur.







BASE PROSPECTUS
4 July 2007
UBS AG
(incorporated with limited liability in Switzerland)
Euro Note Programme
Arranger
UBS Investment Bank


Under this Euro Note Programme (the ``Programme''), UBS AG (the ``Issuer'') (acting through its London
branch (``UBS AG London Branch''), its Jersey branch (``UBS AG Jersey Branch''), its Australian branch
(``UBS AG, Australia Branch''), UBS AG, Basel and Zurich (``UBS Switzerland'') or any of its other branches
outside Switzerland as it may from time to time determine (together with UBS AG London Branch, UBS AG
Jersey Branch and UBS AG, Australia Branch, each a ``Branch'')) may from time to time issue notes (the
``Notes'') denominated in any currency agreed between the Issuer and the relevant Dealer (as de¢ned
below). The Issuer together with its subsidiaries is referred to herein as ``UBS Group''.
Application has been made to the Irish Financial Services Regulatory Authority (the ``IFSRA''), as competent
authority under the Prospectus Directive, for the Base Prospectus to be approved. Such approval relates only
to the Notes which are to be admitted to trading on the Regulated Market (as de¢ned below) or other
regulated market for the purposes of Directive 93/22/EEC or which are to be offered to the public in any
member state of the European Economic Area. There can be no assurance that any such admission to
trading will be obtained. Application has been made to the Irish Stock Exchange Limited (the ``Irish Stock
Exchange'') for Notes issued under the Programme during the 12 months from the date of the Base
Prospectus to be admitted to the Of¢cial List and to be listed on the Regulated Market of the Irish Stock
Exchange. References in the Base Prospectus to ``Irish Stock Exchange'' (and all related references) shall
mean the Regulated Market. In addition, references in the Base Prospectus to the Notes being ``listed'' (and
all related references) shall mean that such Notes have been admitted to trading on and are listed on the Irish
Stock Exchange or, as the case may be, an FIMD Regulated Market (as de¢ned below). The Regulated
Market of the Irish Stock Exchange is a regulated market for the purposes of Directive 93/22/EEC (the
``Financial Instrument Markets Directive'') and each such regulated market being an ``FIMD Regulated
Market''.
Application will be made to the Financial Services Authority (``FSA'') for the Notes to be admitted to the
of¢cial list (the ``Of¢cial List'') of the United Kingdom Listing Authority (``UKLA'') and to the London
Stock Exchange plc (the ``London Stock Exchange'') for Notes to be admitted to trading on the regulated
market of the London Stock Exchange. The IFSRA has been requested to provide the FSA (in its capacity as
the United Kingdom's competent authority for the purposes of the Prospectus Directive) with a certi¢cate of
approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
Application will be made to list the Notes issued under the Programme on the of¢cial list of the Luxembourg
Stock Exchange and for Notes to be admitted to trading on the regulated market of the Luxembourg Stock
Exchange. The IFSRA has been requested to provide the Luxembourg Commission de Surveillance du Secteur
Financier (``CSSF'') (in its capacity as Luxembourg's competent authority for the purposes of the Prospectus
Directive) with a certi¢cate of approval attesting that the Base Prospectus has been drawn up in accordance
with the Prospectus Directive. This document constitutes a base prospectus for the purposes of the Prospectus
Directive.
For each issue of Notes which is issued under the Programme, ¢nal terms will be prepared which contain the
information required to complete the base prospectus for the relevant issue (``Final Terms''). In relation to
each issue of Notes issued under the Programme, this Base Prospectus should be read in connection with the
relevant Final Terms. The relevant Final Terms in respect of the issue of any Notes will specify whether or not
such Notes will be listed .
The Issuer has con¢rmed to the dealers (the ``Dealers'') named under ``Selling Restrictions'' that (i) this Base
Prospectus is true and accurate in all material respects and not misleading; (ii) there are no other facts in
relation to the information contained or incorporated by reference in this Base Prospectus the omission of
which would, in the context of the issue of the Notes, make any statement in the Base Prospectus
misleading in any material respect ; and (iii) all reasonable enquiries have been made to verify the foregoing.
The Issuer has further con¢rmed to the Dealers that, in relation to any Notes issued under the Programme,
this Base Prospectus (together with the relevant Final Terms) contains all such information as investors and
their professional advisers would reasonably require, and reasonably expect to ¢nd, for the purpose of
making an informed assessment of the assets and liabilities, pro¢ts and losses and ¢nancial position of the
Issuer and its subsidiaries and of the rights attaching to the relevant Notes.
The Issuer accepts responsibility for the information contained in this Base Prospectus. 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 Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
2


The Issuer has not authorised the making of any representation, or the provision of information, regarding
the Issuer or the Notes other than as contained in the Base Prospectus or the relevant Final Terms 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 Dealers or any of them.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer or any of the Dealers, that any recipient
of this Base Prospectus or any other information supplied in connection with the Programme or any Notes,
should subscribe for or purchase any Notes or (iii) should be considered as the provision of ``¢nancial product
advice'' for the purposes of Chapter 7 of the Corporations Act 2001 of Australia (``Corporations Act''). Each
investor contemplating purchasing any Notes should make its own independent investigation of the ¢nancial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to
purchase any Notes.
The distribution of this Base Prospectus and any Final Terms and the offer, sale and delivery of the Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base
Prospectus or any Final Terms and other offering material relating to the Notes, see ``Selling Restrictions'' and
the relevant Final Terms. Subject to certain exceptions, Notes may not be offered, sold or delivered within the
United States or to US persons. Neither this Base Prospectus nor any Final Terms may be used for the purpose
of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such an offer or solicitation.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the ``Securities Act''), and may not include Notes in bearer form that are subject to US Tax Law
requirements. Accordingly, the Notes are being offered and sold only (A) in registered form in the United
States to ``Quali¢ed Institutional Buyers'' (as de¢ned in Rule 144A under the Securities Act (``Rule 144A''))
in reliance on Rule 144A and (B) in registered or bearer form outside the United States (as such term is
de¢ned in Regulation S under the Securities Act (``Regulation S'')) to non-US persons in reliance on
Regulation S. Prospective purchasers are hereby noti¢ed that sellers of the Notes may be relying on the
exemption from the provisions of section 5 of the Securities Act provided by Rule 144A. See ``Selling
Restrictions''.
For as long as any of the Notes remain outstanding and are ``restricted securities'' within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer has agreed that it will, during any period in which it is neither
subject to the reporting requirements of Section 13 to 15(d) under the United States Securities Exchange Act
of 1934, as amended (the ``Exchange Act'') nor exempt from reporting under the Exchange Act pursuant to
Rule 12g3-2(b) thereunder, furnish, upon request, to any person in whose name such restricted securities are
registered, to any owner of a bene¢cial interest in such restricted securities, and to any prospective purchaser
of such restricted securities or bene¢cial interest therein designated by any such person or bene¢cial owner, in
connection with resale of a bene¢cial interest in such restricted securities by such person or bene¢cial owner,
as the case may be, the information speci¢ed in Rule 144A(d)(4) under the Securities Act. This covenant is
intended for the bene¢t of the holders, and prospective purchasers designated by such holders, from time to
time of bene¢cial interests in the Notes.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
3


PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
All references in this document to ``Member State'' refer to a Member State of the European Economic Area,
those to ``US dollars'', ``USD'' and ``US$'' refer to the currency of the United States of America, those to
``Japanese Yen'' and ``JPY'' refer to the currency of Japan, those to ``Pounds sterling'' and ``GBP'' refer to
the currency of the United Kingdom, those to ``Swiss francs'' and ``CHF'' refer to the currency of
Switzerland, those to ``Australian dollars'', ``AUD'' and ``A$'' refer to the currency of Australia and those to
``euro'' and ``k'' refer to the single currency introduced at the start of the third stage of European Economic
and Monetary Union pursuant to the Treaty establishing the European Community, as amended.
In connection with the issue of any Tranche of Notes , the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may
outside Australia (and on a market operated outside Australia) and in accordance with all applicable laws
over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the
date of the allotment of the relevant Tranche of Notes. Any stabilisation or over-allotment must be conducted
by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manger(s)) in
accordance with all applicable laws and rules. Any loss or pro¢t sustained as a consequence of any such
over-allotment or stabilisation shall, as against the Issuer, be for the amount of the Stabilising Manager(s).
4


Contents
Page
Page
Programme Summary. . . . . . . . . . . . . . . . . . . . . . .
6
Description of UBS AG . . . . . . . . . . . . . . . . . . . . .
38
Documents Incorporated by Reference. . . . . . . . . . .
8
Pro Forma Final Terms . . . . . . . . . . . . . . . . . . . . .
45
Key Features of the Programme . . . . . . . . . . . . . . .
9
Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Selling Restrictions . . . . . . . . . . . . . . . . . . . . . . . .
64
Terms and Conditions of the Notes. . . . . . . . . . . . .
16
Transfer Restrictions relating to US Sales. . . . . . . . .
69
General Terms and Conditions . . . . . . . . . . . . . . . .
19
General Information . . . . . . . . . . . . . . . . . . . . . . .
71
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
5


Programme Summary
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes
should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated
by reference. No civil liability attaches to the Issuer solely on the basis of the summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Base Prospectus. Where a claim relating to the information contained in this Base Prospectus is
brought before a court in a Member State, the plaintiff may, under the national legislation of the Member
State where the claim is brought, be required to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated. Words and expressions de¢ned in the ``General Terms and Conditions of the
Notes'' below or elsewhere in this Base Prospectus have the same meanings in this summary.
ESSENTIAL CHARACTERISTICS AND RISKS ASSOCIATED WITH THE ISSUER
The legal and commercial name of the company is UBS AG. The company was formed on 29 June 1998,
when Union Bank of Switzerland (founded 1862) and Swiss Bank Corporation (founded 1872) merged to
form UBS.
UBS is one of the world's leading ¢nancial ¢rms, serving a discerning global client base. As an organisation, it
combines ¢nancial strength with a global culture that embraces change. As an integrated ¢rm, UBS creates
added value for clients by drawing on the combined resources and expertise of all its businesses.
On 31 March, 2007, UBS employed around 80,000 people. With headquarters in Zurich and Basel,
Switzerland, UBS operates in over 50 countries and from all major international centres.
UBS is one of the best-capitalised ¢nancial institutions in the world, with a BIS Tier 1 ratio of 11.7 per cent.,
invested assets of CHF 3,112 billion, equity attributable to UBS shareholders of CHF 51,606 million and
market capitalisation of roughly CHF 149,157 million on 31 March, 2007.
ESSENTIAL CHARACTERISTICS AND RISKS ASSOCIATED WITH THE NOTES
The Issuer may, subject to compliance with all relevant laws, regulations and directives, from time to time
issue Notes denominated in any currency (including euro) agreed between the Issuer and the relevant
Dealer. The Notes may be issued in registered or bearer form, with or without interest coupons, in
denominations of not less than k1,000 (or nearly equivalent in another currency), if they are to be listed on
a regulated market or admitted to listing, trading and/or quotation in a member state of the European Union.
The aggregate principal amount, any interest rate or interest calculation, the issue price, maturity and any
other terms and conditions not contained herein with respect to each Series of Notes will be established at
the time of issuance and set forth in the applicable Final Terms.
The Notes issued under the Programme are unsecured obligations of the Issuer and rank pari passu without
any preference among themselves. The Notes may be subordinated or senior obligations of the Issuer and will
have the bene¢t of the events of default set out in the ``General Terms and Conditions of the Notes''.
The Notes may be redeemed prior to maturity at par or at such other Redemption Amount as may be
speci¢ed in the Final Terms.
The Notes may be offered for sale only (i) in the United States to quali¢ed institutional buyers (as de¢ned in
Rule 144A) pursuant to Rule 144A or (ii) outside the United States to non-U.S. persons in reliance on and in
accordance with Regulation S and in accordance with applicable laws.
Application has been made for the Notes issued under the Programme to be admitted to trading on the Irish
Stock Exchange's regulated market. However, Notes may also be issued under the Programme on an unlisted
basis or be admitted to listing, trading and/or quotation by other stock exchanges, listing authorities and/or
quotation systems, and the Final Terms applicable to a Series will specify whether or not Notes of such Series
have been admitted to trading on the Irish Stock Exchange's regulated market or admitted to listing, trading
and/or quotation by any other stock exchange, listing authority and/or quotation system.
The Notes shall be accepted for clearing through one or more clearing systems as speci¢ed in the applicable
Final Terms. These systems shall include, in the United States, the systems operated by DTC and, outside the
6


Programme Summary
United States, the systems operated by Euroclear, Clearstream, Luxembourg and Clearstream, Frankfurt.
Because the Global Notes are to be held by or on behalf of DTC, Euroclear, Clearstream, Luxembourg,
Clearstream, Frankfurt, and SIS SegalnterSettle AG investors will have to rely on their procedures for
transfer, payment and communications with the Issuer.
There is no active trading market for the Notes unless, in the case of any particular Tranche, such Tranche is
to be consolidated with and form a single series with a Tranche of Notes which is already issued.
7


Documents Incorporated by Reference
The following documents are incorporated in and taken to form part of this Base Prospectus :
(a) the Issuer's Annual Report on Form 20-F for the years ended 31 December 2005 and 2006, which the
Issuer ¢led with the United States' Securities Exchange Commission (the ``SEC'') on 21 March 2006 and
21 March 2007 respectively ;
(b) the Issuer's submissions on Forms 6-K, which the Issuer ¢led with the SEC on 13 February 2007,
22 March 2007 and 3 May 2007;
(c) all amendments and supplements to this Base Prospectus prepared by the Issuer from time to time ; and
(d) all documents issued by the Issuer and stated to be incorporated in this Base Prospectus by reference
including, in the case of any Series of Notes, any relevant Final Terms.
These documents have been ¢led with the Irish Stock Exchange in accordance with the Prospectus Directive.
Any statement contained in this Base Prospectus or in a document incorporated or deemed incorporated by
reference into this Base Prospectus will be deemed to be modi¢ed or superseded for the purposes of this Base
Prospectus to the extent that a statement contained in any subsequent document modi¢es or supersedes that
statement. Any statement that is modi¢ed or superseded in this manner will no longer be a part of this Base
Prospectus, except as modi¢ed or superseded.
The Issuer has undertaken, in connection with the admission to trading of the Notes that if while the Notes
are outstanding and admitted to trading on the regulated market of the Luxembourg Stock Exchange and/or
to listing on the Of¢cial List of the UKLA and to trading on the regulated market of the London Stock
Exchange and/or to trading on the Irish Stock Exchange's regulated market there shall occur any signi¢cant
new factor which is not re£ected in the Base Prospectus (or any supplements thereto or any of the documents
incorporated by reference in the Base Prospectus) and/or there shall be any material mistake or inaccuracy
relating to the information included in the Base Prospectus (or any supplements thereto or any of the
documents incorporated by reference in the Base Prospectus), in each case which is capable of affecting the
assessment of the Notes, the Issuer will prepare or procure the preparation of any amendment or supplement
to this Base Prospectus or, as the case may be, publish a new Base Prospectus for use in connection with any
subsequent offering by the Issuer of Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and/or to listing on the Of¢cial List of the UKLA and to trading on the
regulated market of the London Stock Exchange and/or the Irish Stock Exchange's regulated market.
The Issuer will, at the speci¢ed of¢ces of the Paying Agent in Luxembourg, provide, free of charge, upon the
oral or written request, a copy of this Base Prospectus (or any document incorporated by reference in this
Base Prospectus). Written or oral requests for such documents should be directed to the speci¢ed of¢ce of
the Listing Agent in Luxembourg.
The reports ¢led with the SEC can be reviewed and copied at the SEC's of¢ce at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of those reports can be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Reports ¢led with the SEC can also be accessed at
http ://www.sec.gov via the internet (the information contained on this website does not form part of this Base
Prospectus).
8


Key Features of the Programme
The following information is only a summary of the key features of the Programme. To determine the terms
and conditions which apply to any issue of Notes it is necessary to read the general terms and conditions (see
``General Terms and Conditions'') and the relevant Final Terms which will contain the speci¢c terms and
conditions of the relevant issue.
Issuer
UBS AG, acting through its London Branch, its Jersey Branch, its Australian
Branch, UBS Switzerland or UBS AG, acting through such other of its
branches outside Switzerland as it shall determine from time to time.
Programme Arranger and
UBS Limited
Authorised Adviser
Dealers
UBS Limited
UBS Securities LLC
UBS AG
Other dealers may be appointed from time to time by the Issuer either
generally for the Programme or in relation to a particular Series or Tranche
of Notes.
Agent
HSBC Bank plc
Luxembourg Listing Agent
Dexia Banque Internationale a' Luxembourg S.A.
Irish Listing Agent
UBS Limited
Irish Paying Agent
HBSC Institutional Trust Services (Ireland) Limited
Registrar
U.S. Bank Trust National Association
Programme Amount
The aggregate principal amount outstanding under the Programme at any
time is unlimited.
Form of Notes
The Notes may be issued in bearer form (``Bearer Notes'') or in registered
form (``Registered Notes''). Unless otherwise speci¢ed in the relevant Final
Terms, Bearer Notes may be exchanged for Registered Notes, however,
Registered Notes may not be exchanged for Bearer Notes. Notes may be
issued in global form or de¢nitive form. The term ``Notes'' refers to Bearer
Notes and Registered Notes and to Notes in de¢nitive or global form.
Bearer Notes
Unless otherwise speci¢ed in the Final Terms, each Tranche of Bearer Notes
may initially be represented by any one or more of (i) one or more
temporary global Notes or, (ii) one or more permanent global Notes which
will be issued in new global note (``New Global Note'') form. If the Final
Terms specify that the New Global Note form is not applicable, then the
Bearer Note will be a classic global note (``Classic Global Note''). In the
case of Bearer Notes initially represented by a temporary or permanent
global Note, if the Final Terms specify that the New Global Note form is
not applicable, the global Note will be deposited with a depositary for one,
or a common depositary for more than one, clearing system, including
Euroclear Bank S.A./N.V. (``Euroclear''), Clearstream Banking, socie¤te¤
anonyme
(``Clearstream,
Luxembourg''),
Clearstream
Banking
AG
(``Clearstream, Frankfurt'') and SIS SegaInterSettle AG, Olten, Switzerland
(``SIS''). Otherwise, if the Final Terms specify that the New Global Note
form is applicable, each global Note will be deposited on or around the
relevant issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. Temporary global Notes will be exchanged for
either (i) a permanent global Note which will be held by a depositary for
9


Key Features of the Programme
one, or a common depositary or common safekeeper for more than one,
clearing system, or (ii) de¢nitive Notes, in accordance with the provisions
set out in the relevant temporary global Note. A permanent global Note
may be exchanged for de¢nitive Notes only in accordance with the
provisions set out in the relevant permanent global Note. Bearer Notes are
subject to US tax law requirements. See ``Selling Restrictions'' below.
Notes that are initially deposited with a common depositary or a common
safekeeper may also be credited to the accounts of subscribers with (if
indicated in the relevant Final Terms) other clearing systems through direct
or indirect accounts with Euroclear, Clearstream, Luxembourg or any
accounts held with other clearing systems. Conversely, Notes that are
initially deposited with any other clearing system may similarly be credited
to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or
other clearing systems.
Since 1 January 2007 the central banking system for the euro (the
``Eurosystem'') ceased to accept bearer debt securities in Classic Global
Note form as eligible collateral for the Eurosystem's monetary policy and
intra-day credit operations by the Eurosystem. The New Global Note form
has been introduced so that Notes may continue to be issued and held in a
manner which will permit them to be recognised as eligible collateral for
monetary policy of the Eurosystem and intra-day credit operations by the
Eurosystem either upon issue or at any or all times during their life.
However in any particular case such recognition will depend upon
satisfaction of the Eurosystem eligibility criteria at the relevant time.
Notes denominated in Swiss Francs and listed on the main segment of the
SWX Swiss Exchange (``Swiss Franc Notes'') will be represented exclusively
by a permanent global Note which shall be deposited with SIS or such other
depositary as may be approved by the Admission Board of the SWX Swiss
Exchange. The permanent global Note will be exchangeable for de¢nitive
Notes only if the Principal Swiss Paying Agent should deem, after
consultation with the Issuer, the printing of de¢nitive notes to be necessary
or useful, or if applicable laws and regulations in connection with the
enforcement of the rights of noteholders, or if the Principal Swiss Paying
Agent at any time at its discretion determines to have de¢nitive Notes
issued. Holders of Swiss Franc Notes will not have the right to request
delivery of de¢nitive Notes.
Registered Notes
Registered Notes which are sold outside the United States (as such term is
de¢ned in Regulation S under the Securities Act of 1933) to non-US
persons, will initially be represented by interests in a single, permanent
global unrestricted registered Note (each an ``Unrestricted Global Note''),
without Coupons or Talons, which will be deposited with a depositary for,
and registered in the name of a nominee of, Euroclear and Clearstream,
Luxembourg. Interests in each such Unrestricted Global Note may be held
only through Euroclear or Clearstream, Luxembourg.
Registered Notes sold to quali¢ed institutional buyers in reliance upon Rule
144A will initially be represented by a single, permanent global restricted
registered Note (each, a ``Restricted Global Note'' and, together with any
Unrestricted Global Notes, the ``Global Registered Notes''), without
Coupons or Talons, which will be deposited with a custodian for, and
registered in the name of a nominee of, The Depository Trust Company
(``DTC'') or, subject to compliance with applicable legal, regulatory and
clearing system requirements, deposited with a depositary for, and
registered in the name of a nominee of Euroclear or Clearstream,
Luxembourg.
10