Obligation ING Groep 0% ( XS0611575498 ) en USD

Société émettrice ING Groep
Prix sur le marché 100 %  ⇌ 
Pays  Pays-Bas
Code ISIN  XS0611575498 ( en USD )
Coupon 0%
Echéance 20/12/2017 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS0611575498 en USD 0%, échue


Montant Minimal 100 000 USD
Montant de l'émission 70 000 000 USD
Description détaillée ING est une banque internationale offrant une large gamme de services financiers, notamment des services de banque de détail, de banque privée et de gestion d'actifs, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par ING Groep ( Pays-Bas ) , en USD, avec le code ISIN XS0611575498, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/12/2017








CHAPTER
12
CHAPTER 12: PARTICIPATION NOTES ISSUED BY ING BANK N.V.
PART 1: TERMS AND CONDITIONS OF PARTICIPATION NOTES
The terms and conditions applicable to participation Notes issued by the Global Issuer shall comprise
the Terms and Conditions of the Medium Term Notes issued by the Global Issuer set out in Chapter 2, Part 1
(the "General Conditions") and the additional Terms and Conditions set out below (the "Participation
Conditions"), in each case subject to completion and/or amendment in the applicable Final Terms. In the
event of any inconsistency between the General Conditions and the Participation Conditions, the Participation
Conditions set out below shall prevail. In the event of any inconsistency between (i) the General Conditions
and/or the Participation Conditions and (ii) the Final Terms, the Final Terms shall prevail.
1
Final Redemption
Subject to any applicable automatic redemption and/or early redemption and/or exercise of put options
and/or exercise of call options set forth in the Final Terms not having occurred prior to any applicable date
specified therein, on the Maturity Date (subject to the provisions of Conditions 6(n) and 6(o) of the General
Conditions) the Issuer shall (i) pay the Final Redemption Amount or (if "Reference Unit Delivery" is
specified as being applicable in the Final Terms, then in the circumstances described in the Final Terms) (ii)
deliver the Reference Unit Amount(s) (subject to and in accordance with Condition 6(p) of the General
Conditions), all as further specified in the Final Terms.
2
Distribution Payment Amount
(a)
Distribution Payment Amount
The Issuer shall pay to each Noteholder in respect of each Note an amount, rounded down to the
smallest sub-unit of the Specified Currency, equal to the dividend or cash distribution received by the Issuer
(or which would be so received if it held the relevant Reference Units) in respect of the Number of Reference
Units per Note, and in each case minus any applicable taxes (including Contingent Taxes), levies, charges,
imposts, duties, assessments or fees of any nature thereon, whether imposed or levied by or on behalf of a
Reference Jurisdiction, the Issuer's jurisdiction of incorporation, or any taxing authority in any other
jurisdiction, converted into the Specified Currency at the Relevant Exchange Rate prevailing on the date of
receipt (the "Distribution Payment Amount").
(b)
Distribution Payment Date
The Issuer shall pay the Distribution Payment Amount in accordance with Condition 5 of the General
Conditions as if such amount were an amount of interest on the third Business Day following receipt by the
Issuer of the relevant dividend or cash distribution (or which would be so received if it held the relevant
Reference Units) from the Reference Issuer (the "Distribution Payment Date").
3
Distribution Event
(a)
Distribution Event
Following the occurrence of a Distribution Event, the Issuer shall deliver an additional Number of
Distributed Notes (as defined below) to the holder of each Note in respect of such Distribution Event in
accordance with this Condition, provided that the holder of each Note shall have the right (the "Distribution

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CHAPTER
12
Event Cash Option") to require the Issuer to instead pay the Distribution Event Cash Amount (as defined
below) to the holder in respect of such Note.
For the avoidance of doubt, calculations, payment of cash and delivery of additional Notes in respect
of this Condition 3 of the Participation Conditions shall be made with respect to each Note and shall not be
made with respect to the aggregate holding of Notes of each Noteholder.
(b)
Distribution Event Notice
If any Distribution Event occurs (the date of such occurrence being the "Distribution Event
Occurrence Date")) while there are any Notes outstanding, the Issuer shall (subject to compliance with all
applicable laws and regulations), within 10 Business Days from the Distribution Event Occurrence Date, send
a notice (such notice being a "Distribution Event Notice") to the Noteholders in accordance with Condition
13 of the General Conditions giving the details of the (i) Distribution Event Occurrence Date and the nature of
the Distribution Event, (ii) entitlement of the holder of each Note to an additional Number of Distributed
Notes, (iii) cut-off time and date (the specified time on the specified date being the "Distribution Event Cut-
off Time") by which the holder of each Note may exercise the Distribution Event Cash Option in respect of
such Note.
(c)
Settlement by issue of additional Notes
Except where the holder of a Note has validly exercised the Distribution Event Cash Option in respect
of such Note on or prior to the Distribution Event Cut-off Time, on the Distribution Issue Date, the Issuer
shall issue to the holder of each Note such additional number of Notes (the "Number of Distributed Notes")
equal to: (a) the Number of Distributed Shares; divided by (b) the Number of Reference Units in respect of
such Note. If, with respect to a Distribution Issue Date, the Number of Distributed Notes is not an integral
number, then the Number of Distributed Notes shall, in the sole and absolute discretion of the Calculation
Agent, be rounded down to the nearest integral number or, if none, zero (the number by which the Number of
Distributed Notes is so rounded down being the "Reduced Number of Distributed Notes"). In such
circumstances, in lieu of issuing such Reduced Number of Distributed Notes, the Issuer shall pay to each
Noteholder (with respect to each Note then held by such Noteholder) an amount, rounded down to the
smallest sub-unit of the Specified Currency, (the "Adjustment Rounding Amount") equal to the fair market
value (determined by the Calculation Agent in its sole and absolute discretion by reference to the Distribution
Event Issuer Execution Price) of such Reduced Number of Distributed Notes.
Each such issue of Notes (and, if applicable, payment of an Adjustment Rounding Amount) on a
Distribution Issue Date shall be effected so as to ensure that the Number of Reference Units per Note remains
unchanged as a result of the occurrence of the relevant Distribution Event and therefore no Noteholder shall
have to pay any subscription proceeds in connection with any such issue of Notes in accordance with this
Condition 3. The Issuer shall notify the Noteholders of the occurrence of Distribution Issue Date in
accordance with Condition 13 of the General Conditions.
(d)
Distribution Event Cash Option
To exercise the Distribution Event Cash Option validly in respect of a Note, the holder of such Note
must:
(i) if such Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg or, if
applicable, Euroclear Netherlands, deliver at the specified office of any Paying Agent, any Transfer Agent or,
as the case may be, the Registrar at any time during normal business hours of such Paying Agent, Transfer
Agent or Registrar falling within the Distribution Event Cut-off Time, a duly signed and completed notice of
exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent, any
Transfer Agent or the Registrar (a "Distribution Event Cash Option Exercise Notice") and in which the

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12
holder must specify a bank account which will accept payment and to which the Issuer may lawfully make
payments in the Specified Currency (or, if payment is required to be made by cheque, an address) to which
payment is to be made, provided that where the Note is in definitive form and a Bearer Note, then the
Noteholder shall present such definitive Bearer Note as evidence of holding together with the delivery of the
Distribution Event Cash Option Exercise Notice; and
(ii) if such Note is represented by a global Bearer Note or is in definitive form and held through
Euroclear, Clearstream, Luxembourg or, if applicable, Euroclear Netherlands, prior to the Distribution Event
Cut-off Time, give notice of such exercise in accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg or, if applicable, Euroclear Netherlands (which may include notice being given on
his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them or, if
applicable, Euroclear Netherlands to the Agent by electronic means), in a form acceptable to Euroclear and
Clearstream, Luxembourg or, if applicable, Euroclear Netherlands from time to time.
Where the Distribution Event Cash Option has been validly exercised in respect of a Note on or prior
to the Distribution Event Cut-off Time, the Issuer shall pay to the holder of such Note an amount of cash,
rounded down to the smallest sub-unit of the Specified Currency (the "Distribution Event Cash Amount")
equal to: (a) the value (determined by the Calculation Agent in it sole and absolute discretion by reference to
the Distribution Event Issuer Execution Price) of the Number of Distributed Shares; divided by (b) the
Number of Reference Units in respect of such Note. The Issuer shall pay the Distribution Event Cash Amount
in respect of each Note in accordance with Condition 5 of the General Conditions as if such amount were an
amount of interest on the third Business Day following determination by the Calculation Agent of the
Distribution Event Issuer Execution Price. For the avoidance of doubt, if the Issuer receives any additional
Shares from the Reference Issuer, it shall not be obliged to sell or otherwise dispose of such additional Shares.
4
Mandatory Redemption Event
If a Mandatory Redemption Event occurs, the Issuer shall redeem all (but not some) of the Notes at their
Early Redemption Amount on such date as the Issuer may notify the Noteholders in accordance with
Condition 13 of the General Conditions.
5
Early Redemption Amount
If Condition 5 of the Participation Conditions is specified as applying in the applicable Final Terms:
(i)
In respect of Notes linked to either GDRs or Shares, the "Early Redemption Amount" per Note shall
be an amount in the Specified Currency as determined by the Issuer in accordance with the following
formula (subject to a minimum of zero):
of

Number

Note

per

Units

Reference

×

Price

Reference

Redemption
Early
× (1
-
)
Commission

Rate

Exchange

Relevant
in each case less the pro rata proportion of any taxes (including Contingent Taxes) or stamp duty,
levies, charges, imposts, duties, assessments or fees of any nature incurred (or which would be
incurred) on the sale or transfer of the Aggregate Number of Reference Units and/or unwinding of the
Hedging Arrangements relating thereto and rounded down to the smallest sub-unit of the Specified
Currency, subject to Conditions 8 and 9 of the Participation Conditions below, all as determined by the
Calculation Agent in its sole and absolute discretion.
(ii)
If on the Early Redemption Fixing Date the Reference Units have been converted into Combined
Reference Units, the "Early Redemption Amount" per Note shall be an amount in the Specified

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CHAPTER
12
Currency as determined by the Issuer in accordance with the following formula (subject to a minimum
of zero):
1

×
Outstandin Number

g
of

Notes



×

Shares

Redemption
Early
Reference

Redemption
(Early

×

Costs)

Conversion

-

Price
( -
1
Commission

Share

)

+



Relevant
Rate

Exchange




×

GDRs

Redemption
Early
Reference

Redemption
(Early

×

Costs)

Conversion

-

Price
( -
1
Commission

GDR

)






Rate

Exchange

Relevant





less the pro rata proportion of any taxes (including Contingent Taxes), stamp duty, levies, charges,
imposts, duties, assessments or fees of any nature or other expenses incurred (or would be incurred) on
the sale or transfer of the Early Redemption Shares and Early Redemption GDRs and/or the unwinding
of the Hedging Arrangements relating thereto and rounded down to the smallest sub-unit of the
Specified Currency, subject to Conditions 8 and 9 of the Participation Conditions below, all as
determined by the Calculation Agent in its sole and absolute discretion.
6
Additional Provisions for Other Jurisdictions
If "Additional Provisions for Other Jurisdictions" is specified as applying in the applicable Final Terms, then,
without prejudice to the generality of any applicable law, each Noteholder expressly consents to the disclosure
by the Issuer or any of its Affiliates to the relevant authorities in the jurisdiction of the Reference Units
("Relevant Jurisdiction"), information relating to the Notes, including the name of the Noteholder, in order
for the Issuer or any of its Affiliates to comply with laws and regulations of the Relevant Jurisdiction that are
applicable to the Issuer or any of its Affiliates in connection with their dealings in the Reference Units.
7
Definitions
For the purposes of the terms and conditions of the Notes, the following terms shall have the meanings
set out below:
"Additional Disruption Event" means Change in Law, Hedging Disruption, Insolvency Filing,
Jurisdictional Event, QFII Status Disruption, QFII Disruption, Regulatory Change Event and/or such other
event (if any) specified as such in the applicable Final Terms.
"Affiliates" means, in relation to any person, any entity controlled, directly or indirectly, by the
person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under
common control with the person. For this purpose, "control" of any entity or person means ownership of a
majority of the voting power of the entity or person.
"Aggregate Number of Reference Units" means the Number of Reference Units per Note multiplied
by the Outstanding Number of Notes, rounded down to the nearest integral number of Reference Units.
"Automatic Early Redemption Amount" means, if "Automatic Early Redemption" is specified as
being applicable in the Final Terms, (a) an amount specified as such in the applicable Final Terms or, if no
such amount is specified, (b) an amount per Specified Denomination (or the Calculation Amount if one is
specified to be applicable in the Final Terms) equal to the product of (i) the Specified Denomination (or the
Calculation Amount if one is specified to be applicable in the Final Terms) and (ii) the relevant Automatic
Early Redemption Rate relating to that Automatic Early Redemption Date.

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12
"Automatic Early Redemption Date(s)" means, if "Automatic Early Redemption" is specified as
being applicable in the Final Terms, each of the date(s) specified as such in the applicable Final Terms,
subject in each case to adjustment in accordance with Condition 6(n) of the General Conditions.
"Automatic Early Redemption Event" means, if "Automatic Early Redemption" is specified as
being applicable in the Final Terms, (unless otherwise specified in the applicable Final Terms) that the Price
per Reference Unit is, as specified in the applicable Final Terms, (i) "greater than", (ii) "greater than or equal
to", (iii) "less than" or (iv) "less than or equal to" the Automatic Early Redemption Price.
"Automatic Early Redemption Price" means, if "Automatic Early Redemption" is specified as being
applicable in the Final Terms, the Price per Reference Unit specified as such or otherwise determined in the
applicable Final Terms.
"Automatic Early Redemption Rate" means, in respect of any Automatic Early Redemption Date
and if "Automatic Early Redemption" is specified as being applicable in the Final Terms, the rate specified as
such in the applicable Final Terms.
"Automatic Early Redemption Valuation Date(s)" means, if "Automatic Early Redemption" is
specified as being applicable in the Final Terms, each of the date(s) specified as such in the applicable Final
Terms or, if any such Automatic Early Redemption Valuation Date is not a Scheduled Trading Day, the next
following Scheduled Trading Day, in each case subject to adjustment in accordance with Condition 6(n) of the
General Conditions.
"Averaging Dates" means each of the dates set forth in the Final Terms, if any, or if any such date is
not a Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to
Condition 6(n) of the General Conditions.
"Change in Law" means that, on or after the Issue Date (or as otherwise set forth in the Final Terms)
(A) due to the adoption of or any change in any applicable law, regulation, rule, order, ruling or procedure
(including, without limitation, any tax law and any regulation, rule, order, ruling or procedure of any
applicable regulatory authority, tax authority and/or any exchange) or (B) due to the promulgation of or any
change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction
(including, without limitation, any relevant exchange or trading facility) of any applicable law or regulation
(including any action taken by a taxing authority), the Issuer determines that:
(X) it has (or it expects that it will) become illegal for the Issuer or any of its Affiliates, to (i) hold,
acquire or dispose of the Reference Units or to enter into transactions on or relating to the Reference Units or
(ii) perform its obligations under the Notes; or
(Y) the Issuer or any of its Affiliates would (or would expect to) incur a materially increased cost in (i)
holding, acquiring or disposing of the Reference Units, (ii) maintaining, entering into or unwinding any
Hedging Arrangement, and/or (iii) performing its obligations under the Notes (including, without limitation,
due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position).
"Closing Price" means the price of one Reference Unit in the Reference Unit Currency quoted on the
Exchange at the Valuation Time on the Expiration Date (for the purposes of determining the Final Reference
Price) or at the Valuation Time on the Early Redemption Fixing Date (for the purposes of determining the
Early Redemption Reference Price) (or such other definition, if any, as may be specified in the Final Terms),
in each case as determined by the Calculation Agent in its sole and absolute discretion.
"Commission" means an amount expressed as a percentage of the Final Reference Price specified as
such in the Final Terms.

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12
"Contingent Tax" means, with respect to a Reference Unit, a Hedging Arrangement or any financial
instruments or transactions entered into by the Issuer or any of its Affiliates in connection with the Notes (as
applicable), any tax, stamp duty, levy, charge, impost, duty, assessment or fee of any nature that the
Calculation Agent expects, acting in its sole and absolute discretion, that will be imposed or levied on the
Issuer (or its relevant Affiliate(s)) in respect of such Hedging Arrangement, financial instruments or
transactions (including the unwinding thereof) or the holding, sale or transfer of such Reference Unit.
"Conversion Costs" means (i) an amount in the currency in which the GDRs are denominated equal to
the costs per GDR incurred (or which would be incurred in such a conversion) in converting Shares into
GDRs (including any exceptional charges for such conversion) during the Conversion Period as determined
by the Calculation Agent in its sole and absolute discretion or (ii) an amount in the currency in which the
Shares are denominated equal to the costs per Share incurred (or which would be incurred in such a
conversion) in converting GDRs into Shares (including any exceptional charges for such conversion) during
the Conversion Period as determined by the Calculation Agent in its sole and absolute discretion.
"Conversion Period" means the period from and including the Strike Date to and including the
Expiration Date.
"De-listing" means that the Exchange announces that pursuant to its rules the Reference Units have
ceased (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a
Merger Event or Tender Offer) and such Reference Units are not immediately re-listed, re-traded or requoted
on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is
within the European Union, in any member state of the European Union) and such Reference Units are no
longer listed on an Exchange acceptable to the Issuer.
"Delivery Day" means, if "Reference Unit Delivery" is specified as being applicable in the Final
Terms, a day, if any, on which the Reference Units comprised in the Reference Unit Amount(s) may be
delivered to the Noteholders in a manner which the Issuer determines to be appropriate.
"Disrupted Day" means any Scheduled Trading Day on which (i) the Exchange fails to open for
trading during its regular trading session, (ii) any Related Exchange fails to open for trading during its regular
trading session or (iii) on which a Market Disruption Event has occurred.
"Disruption Cash Settlement Price" means, if "Reference Unit Delivery" is specified as being
applicable in the Final Terms, in respect of each Note, an amount in the Specified Currency equal to the fair
market value of the Reference Unit Amount less, unless specified otherwise in the Final Terms, the cost to the
Issuer of amending or liquidating any Hedging Arrangements entered into by the Issuer in connection with the
Note, together with any costs, expenses, fees or taxes (including Contingent Taxes) incurred by the Issuer in
respect of any such Hedging Arrangements, all as determined by the Calculation Agent in its sole and absolute
discretion.
"Distribution Event" means a subdivision of the Shares or a free distribution or dividend of such
Shares to existing holders by way of bonus, capitalisation or similar issue.
"Distribution Issue Date" means, upon the occurrence of a Distribution Event, the date falling 10
Business Days after the date of the Distribution Event Cut-off Time.
"Distribution Event Issuer Execution Price" means, in respect of any Distribution Event, the volume
weighted average price per Share calculated by the Calculation Agent by reference to the price at which the
sale of such number of Shares equal to the product of (i) the sum of (x) the number of Notes in respect of
which the Distribution Event Cash Option has been validly exercised in relation to such Distribution Event
and (y) the aggregate Reduced Number of Distributed Notes in relation to such Distribution Event in respect
of all Notes and (ii) the Number of Reference Units per Note, is effected by the Issuer or pursuant to any

671



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12
Hedging Arrangements, or could be effected by the Issuer or pursuant to any Hedging Arrangements on a
theoretical hedge, on a best efforts basis on or prior to the Distribution Issue Date in each case as determined
by the Calculation Agent in its sole and absolute discretion.
"Distribution Payment Amount" has the meaning set out in Condition 2 of the Participation
Conditions.
"Distribution Payment Date" has the meaning set out in Condition 2 of the Participation Conditions.
"Early Closure" means the closure on any Exchange Business Day of the Exchange or any Related
Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by the Exchange
or such Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular
trading session on the Exchange or such Related Exchange on such Exchange Business Day and (ii) the
submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at
the Valuation Time on such Exchange Business Day.
"Early Redemption Fixing Date" means, subject to Condition 8 of the Participation Conditions
below, the Early Redemption Notification Date, or the immediately following Scheduled Trading Day if the
Early Redemption Notification Date is not a Scheduled Trading Day, subject to Condition 6(n) of the General
Conditions.
"Early Redemption GDRs" means either (i) on the Early Redemption Fixing Date, the cumulative
number of GDRs obtained for the purposes of the Notes on each Scheduled Trading Day from and including
the Issue Date to and including the Early Redemption Fixing Date by converting Shares which form part of
the Reference Units for the purposes of the Notes into GDRs under the GDR programme of the Reference
Issuer less any such GDRs which have been re-converted into Shares during the Conversion Period; or (ii) the
number of GDRs remaining after converting GDRs forming part of the Reference Units for the purposes of
the Notes into Shares during the Conversion Period.
"Early Redemption Notification Date" means (a) the date on which notice of an early redemption is
delivered or deemed to be delivered by the Issuer to the Noteholders in accordance with Conditions 6(b) or
6(m) of the General Conditions or Condition 4 of the Participation Conditions or (b) the date on which notice
of an early redemption is delivered or deemed to be delivered by a Noteholder to the Issuer in accordance
with Condition 9 of the General Conditions.
"Early Redemption Shares" means either (i) on the Early Redemption Fixing Date, the cumulative
number of Shares obtained for the purposes of the Notes on each Scheduled Trading Day from and including
the Issue Date to and including the Early Redemption Fixing Date by converting GDRs which form part of
the Reference Units for the purposes of the Notes into Shares under the GDR programme of the Reference
Issuer less any such Shares which have been re-converted into GDRs during the Conversion Period; or (ii) the
number of Shares remaining after converting Shares which form part of the Reference Units for the purposes
of the Notes in part or in full, into GDRs under the GDR programme of the Reference Issuer, including any
such Shares which have been re-converted from GDRs into Shares during the Conversion Period.
"Early Redemption Reference Price" means the Closing Price or the Volume Weighted Average
Price, as specified in the Final Terms.
"Exchange" means the Exchange specified in the Final Terms or otherwise the stock exchange on
which the Reference Units are, in the determination of the Issuer, traded or quoted or any successor to such
exchange or quotation system or any substitute exchange or quotation system to which trading in the
Reference Units has temporarily been relocated (provided that the Calculation Agent, acting in its sole and
absolute discretion, has determined that there is comparable liquidity relative to such Reference Units on such
successor or substitute exchange or quotation system as on the original Exchange).

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"Exchange Business Day" means any Scheduled Trading Day on which the Exchange and each
Related Exchange are open for trading during their respective regular trading sessions, notwithstanding the
Exchange or any such Related Exchange closing prior to its Scheduled Closing Time.
"Exchange Disruption" means, in respect of the Reference Units, any event (other than an Early
Closure) that disrupts or impairs (as determined by the Calculation Agent in its sole and absolute discretion)
the ability of market participants in general (i) to effect transactions in, or obtain market values for, the
Reference Units on the Exchange or (ii) to effect transactions in, or obtain market values for, futures or
options contracts relating to the Reference Units on any Related Exchange.
"Expiration Date" means the date (if any) specified as such in the Final Terms, or if such date is not a
Scheduled Trading Day, the next following Scheduled Trading Day, in each case subject to Condition 6(n) of
the General Conditions.
"Extraordinary Dividend" means, in respect of the Reference Units, the characterisation by the
Issuer (in its sole and absolute discretion) of a dividend or portion thereof as an Extraordinary Dividend
(which, for the avoidance of doubt, shall exclude any Distribution Event and any dividend or cash distribution
giving rise to a Distribution Payment Amount).
"Final GDRs" means, either (i) on the Expiration Date, the cumulative number of GDRs obtained for
the purposes of the Notes on each Scheduled Trading Day from and including the Issue Date to and including
the Expiration Date by converting Shares which form part of the Reference Units for the purposes of the
Notes into GDRs under the GDR programme of the Reference Issuer less any such GDRs which have been
re-converted into Shares during the Conversion Period or (ii) the number of GDRs remaining after giving
effect to the conversion (if any) GDRs forming part of the Reference Units for the purposes of the Notes into
Shares during the Conversion Period.
"Final Redemption Amount" means
(i)
in respect of Notes linked to either Shares or GDRs, an amount per Note in the Specified
Currency as determined by the Calculation Agent in accordance with the following formula
(subject to a minimum of zero):
of
Number
per

Units
Reference


Note × Final Reference Price × (1 - Commission

)
Rate

Exchange
Relevant
in each case less the pro rata proportion of any taxes (including capital gain taxes and
Contingent Taxes) or stamp duty incurred (or which would be incurred) on the sale or transfer
of the Aggregate Number of Reference Units and/or unwinding of Hedging Arrangements
relating thereto and rounded down to the smallest sub-unit of the Specified Currency, subject to
Conditions 8 and 9 of the Participation Conditions below, all as determined by the Calculation
Agent in its sole and absolute discretion; or
(ii)
if the Reference Units comprise GDRs and Shares on the Expiration Date due to any conversion
of Shares into GDRs or vice versa during the period from and including the Issue Date to and
including the Expiration Date under the GDR programme of the Reference Issuer (such
Reference Units, "Combined Reference Units"), an amount (subject to a minimum of zero)
equal to:

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CHAPTER
12
1
×

g
Outstandin
of
Number Notes

×

Shares

Final
(
-

Price

Reference

Final
Costs

Conversion

)× (
Commission

Share

-

1
)

+



Rate

Exchange
Relevant




×

GDRs

Final
(
-

Price

Reference

Final
Costs

Conversion

)×( GDR

-

1
Commission

)




Rate

Exchange
Relevant

less the pro rata proportion of any taxes (including capital gain taxes and Contingent Taxes) or stamp
duty (or which would be incurred) on the sale or transfer of the Final Shares and Final GDRs and/or the
unwinding of the Hedging Arrangements relating thereto and rounded down to the smallest sub-unit of the
Specified Currency, subject to Conditions 8 and 9 of the Participation Conditions below, all as determined by
the Calculation Agent in its sole and absolute discretion.
"Final Reference Price" means the Closing Price, the Volume Weighted Average Price or the Issuer
Execution Price, as specified in the Final Terms.
"Final Shares" means, either (i) on the Expiration Date, the cumulative number of Shares obtained for
the purposes of the Notes on each Scheduled Trading Day from and including the Issue Date to and including
the Expiration Date by converting GDRs which form part of the Reference Units for the purposes of the Notes
into Shares under the GDR programme of the Reference Issuer less any such Shares which have been re-
converted into GDRs during the Conversion Period; or (ii) the number of Shares remaining after giving effect
to the conversion (if any) of Shares which form part of the Reference Units for the purposes of the Notes in
part or in full, into GDRs under the GDR programme of the Reference Issuer, including any such Shares
which have been re-converted from GDRs into Shares during the Conversion Period.
"Fractional Amount" means, if "Reference Unit Delivery" is specified as being applicable in the
Final Terms, any fractional interest in one Reference Unit to which a Noteholder would be entitled pursuant to
Condition 6(p)(iii) of the General Conditions.
"Fractional Cash Amount" means, in respect of each Noteholder, the amount (rounded to the nearest
smallest transferable sub-unit of the Specified Currency, half such a sub-unit being rounded downwards)
calculated by the Calculation Agent in accordance with the following formula and translate into the Specified
Currency by the Calculation Agent:
Fractional Cash Amount = (Final Reference Price x Fractional Amount).
"GDR Commission" means an amount expressed as a percentage of the Final Reference Price of the
Final GDRs specified as such in the Final Terms.
"GDRs" means the global depository receipts specified in the Final Terms.
"Hedging Arrangement" means any hedging arrangements entered into by the Issuer and/or its
Affiliates at any time with respect to the Notes, including without limitation, the entry into of any
transaction(s) and/or the purchase and/or sale of the Reference Units or any other asset(s) to hedge the equity
price risk of entering into and performing the obligations of the Issuer under the Notes and any associated
foreign exchange transactions.
"Hedging Disruption" means that the Issuer and/or its Affiliates is unable, after using commercially
reasonable efforts, to (A) hold, acquire, re-establish, substitute, maintain, unwind or dispose of the Reference
Units and/or any Hedging Arrangement, or (B) realise, recover or remit the proceeds of the Reference Units
and/or any Hedging Arrangement and/or (c) any other event specified as such in the applicable Final Terms.

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CHAPTER
12
"Initial Reference Price" means the price of one Reference Unit in the Reference Unit Currency
quoted on the Exchange at the Valuation Time on the Strike Date (or such other definition, if any, as may be
specified in the Final Terms), as determined by the Calculation Agent in its sole and absolute discretion.
"Insolvency" means, in respect of the Reference Issuer, that by reason of the voluntary or involuntary
liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the
Reference Issuer, (A) all the Reference Units of the Reference Issuer are required to be transferred to a
trustee, liquidator or other similar official or (B) holders of the Reference Units of the Reference Issuer
become legally prohibited from transferring them.
"Insolvency Filing" means that the Calculation Agent determines that the Reference Issuer has
instituted or has had instituted against it by a regulator, supervisor or any similar official with primary
insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or
organisation or the jurisdiction of its head or home office, or it consents to a proceeding seeking a judgment
of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law
affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator,
supervisor or similar official or it consents to such a petition.
"Issuer Execution Price" means the volume weighted average price per Reference Unit calculated by
the Calculation Agent by reference to the price at which the sale of the Reference Units is effected by the
Issuer or pursuant to any Hedging Arrangements, or could be effected by the Issuer or pursuant to any
Hedging Arrangements on a theoretical hedge, on a best efforts basis on the Expiration Date (for the purposes
of determining the Final Reference Price) or on the Early Redemption Fixing Date (for the purposes of
determining the Early Redemption Reference Price) (or such other definition, if any, as may be specified in
the Final Terms), in each case as determined by the Calculation Agent in its sole and absolute discretion.
"Jurisdictional Event" means (i) any event which occurs, whether of general application or otherwise
and which occurs as a result of present or future risks in or connected with the Reference Jurisdiction(s)
including, but not limited to, risks associated with fraud and/or corruption, political risk, legal uncertainty,
imposition of foreign exchange controls or capital controls, changes in laws or regulations and changes in the
interpretation and/or enforcement of laws and regulations (including without limitation those relating to
taxation) and other legal and/or sovereign risks, or (ii) the Calculation Agent, in its sole and absolute
discretion, determines that it is not able to buy and/or sell Reference Units via a trading system commonly
used within the Reference Jurisdiction(s) for these kind of Reference Units or such trading system fails to
calculate and publish the price of the Reference Units on a day on which the Issuer determines that such
calculation and publication was otherwise expected to be made and in the case of (i) and (ii) which has or may
have (as determined in the absolute discretion of the Calculation Agent) the effect of reducing or eliminating
the value of the cash proceeds received by the Issuer in respect of any Hedging Arrangements at any time.
"Mandatory Redemption Event" means in the case of Reference Units comprising GDRs, the
termination of the GDR programme of the Reference Issuer and the liquidation of the GDRs prior to the
Maturity Date of the Notes without the GDRs being converted into related Shares of the Reference Issuer, as
determined by the Calculation Agent in its sole and absolute discretion.
"Market Disruption Event" means the occurrence or existence on any Scheduled Trading Day of (i) a
Trading Disruption or (ii) an Exchange Disruption, which in either case the Calculation Agent, in its sole and
absolute discretion, determines is material, at any time during the one hour period that ends at the relevant
Valuation Time or (iii) an Early Closure.
"Merger Date" means, in respect of a Merger Event, the closing date of such Merger Event or, where
the Calculation Agent determines that a closing date cannot be determined under the local law applicable to
such Merger Event, such other date as determined by the Calculation Agent in its sole and absolute discretion.

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