Obligation ING Groep 5.5% ( XS0873436777 ) en NZD

Société émettrice ING Groep
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS0873436777 ( en NZD )
Coupon 5.5% par an ( paiement annuel )
Echéance 17/01/2023 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS0873436777 en NZD 5.5%, échue


Montant Minimal 100 000 NZD
Montant de l'émission 20 000 000 NZD
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 NZD, avec le code ISIN XS0873436777, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/01/2023







CHAPTER 10
CHAPTER 10: INFLATION LINKED NOTES ISSUED BY ING BANK N.V.
PART 1: TERMS AND CONDITIONS OF INFLATION LINKED NOTES
The terms and conditions applicable to Inflation Linked Notes issued by the Global Issuer shall
comprise the Terms and Conditions of the 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 "Inflation Linked
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 Inflation Linked Conditions set out below,
the Inflation Linked Conditions set out below shall prevail. In the event of any inconsistency between (i) the
General Conditions and/or the Inflation Linked 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 relevant Final Terms not having occurred prior to the Maturity
Date or any other applicable date specified in the Final Terms, for the purposes of Condition 6(a) of the
General Conditions the Final Redemption Amount payable per Note on the Maturity Date (subject to the
provisions of Conditions 6(n), 6(o) and 6(p) of the General Conditions) shall be an amount in the Specified
Currency determined by the Calculation Agent in accordance with the formula specified in the relevant Final
Terms.
2
Definitions
For the purposes of the terms and conditions of the Notes, the following terms shall have the meanings
set out below:
"Averaging Date(s)" means, if Averaging Dates is specified as applicable in the relevant Final Terms,
each of the dates specified as such in the relevant Final Terms, subject to adjustment in accordance with the
Business Day Convention specified in the relevant Final Terms.
"AUD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices for Weighted Average of Eight Capital Cities: All ­ Groups Index before Seasonal Adjustment", or
relevant Successor Index, measuring the rate of inflation in Australia, expressed as an index and published by
the relevant Index Sponsor.
"AUS ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index
(2005)", or relevant Successor Index, measuring the rate of inflation in Austria, expressed as an index and
published by the relevant Index Sponsor.
"AUS ­ Non-revised Harmonised Indices of Consumer Prices (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices (2005)", or relevant Successor Index, measuring the rate of inflation in
Austria, expressed as an index and published by the relevant Index Sponsor.
"Base Level" means the Index Level (excluding any "flash" estimates) published or announced by the
Index Sponsor in respect of the month which is 12 calendar months prior to the Reference Month for which
the Substitute Index Level is being determined.
621


CHAPTER 10
"BLG ­ Non-revised Consumer Price Index--General Index (CPI)" means the "Non-revised
Consumer Price Index--General Index", or relevant Successor Index, measuring the rate of inflation in
Belgium, expressed as an index and published by the relevant Index Sponsor.
"BLG ­ Non-revised Consumer Price Index--Health Index (CPI)" means the "Non-revised
Consumer Price Index--Health Index", or relevant Successor Index, measuring the rate of inflation in
Belgium, expressed as an index and published by the relevant Index Sponsor.
"BLG ­ Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Belgium, expressed as an index and published by the relevant Index Sponsor.
"BRL ­ Non-revised Consumer Price Index (IPCA)" means the "Non-revised Extensive National
Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Brazil, expressed as an
index and published by the relevant Index Sponsor.
"BRL ­ Non-revised Price Index (IGP-M)" means the "IGP-M General Price Index", or relevant
Successor Index, measuring the rate of inflation in Brazil, expressed as an index and published by the relevant
Index Sponsor.
"CAD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices", or relevant Successor Index, measuring the rate of inflation in Canada, expressed as an index and
published by the relevant Index Sponsor.
"Change in Law" means, unless otherwise defined in the relevant Final Terms, that, on or after the
earlier of the Strike Date and Issue Date, as applicable, (or as otherwise set forth in the relevant Final Terms)
(A) due to the adoption of or any change in any applicable law or regulation (including, without limitation,
any tax law) or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or
regulatory authority with competent jurisdiction of any applicable law or regulation (including any action
taken by a taxing authority), the Issuer determines that it will incur a materially increased cost in 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).
"CLP ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index",
or relevant Successor Index, measuring the rate of inflation in Chile, expressed as an index and published by
the relevant Index Sponsor.
"CNY ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in China, expressed as an index and
published by the relevant Index Sponsor.
"Cut-Off Date" means, in respect of a Determination Date, the number of Business Days specified in
the relevant Final Terms prior to such Determination Date.
"CZK ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
index", or relevant Successor Index, measuring the rate of inflation in the Czech Republic, expressed as an
index and published by the relevant Index Sponsor.
"DKK ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices", or relevant Successor Index, measuring the rate of inflation in Denmark, expressed as an index and
published by the relevant Index Sponsor.
"DKK ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Denmark, expressed as an index and published by the relevant Index Sponsor.
622


CHAPTER 10
"Delayed Index Level Event" means, in respect of any Determination Date, that the Index Sponsor
fails to publish or announce the level of the Index (the "Relevant Level") in respect of any Reference Month
which is to be utilised in any calculation or determination to be made by the Issuer in respect of such
Determination Date, at any time prior to the Cut-Off Date.
"DEM ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised All Items Index of
Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Germany, expressed as an
index and published by the relevant Index Sponsor.
"DEM ­ Non-revised Consumer Price Index for North Rhine-Westphalia" means the "Non-
revised Index of Consumer Prices for North Rhine-Westphalia", or relevant Successor Index, measuring the
rate of inflation in North Rhine-Westphalia, Germany, expressed as an index and published by the relevant
Index Sponsor.
"DEM ­ Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Germany, expressed as an index and published by the relevant Index Sponsor.
"Determination Date" means the Strike Date, the Expiration Date, any Averaging Date, any
Observation Date, the Maturity Date or any other date designated in the relevant Final Terms.
"ESP ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices including Tobacco", or relevant Successor Index, measuring the rate
of inflation in Spain expressed as an index and published by the relevant Index Sponsor.
"ESP ­ Harmonised-Revised Consumer Price Index (HICP)" means the Harmonised Index of
Consumer Prices including Tobacco", or relevant Successor Index, measuring the rate of inflation in Spain
expressed as an index and published by the relevant Index Sponsor.
"ESP ­ National-Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of
Consumer Prices including Tobacco", or relevant Successor Index, measuring the rate of inflation in Spain
expressed as an index and published by the relevant Index Sponsor.
"ESP ­ National-Revised Consumer Price Index (CPI)" means the "Year on Year Revised Index of
Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Spain, expressed as an
annual percentage and published by the relevant Index Sponsor.
"EUR ­ All Items-Non-revised Consumer Price Index" means the "Non-revised Harmonised Index
of Consumer Prices All Items", or relevant Successor Index, measuring the rate of inflation in the European
Monetary Union expressed as an index and published by the relevant Index Sponsor.
"EUR ­ All Items-Revised Consumer Price Index" means the "Revised Harmonised Index of
Consumer Prices All Items", or relevant Successor Index, measuring the rate of inflation in the European
Monetary Union expressed as an index and published by the relevant Index Sponsor.
"EUR ­ Excluding Tobacco-Non-revised Consumer Price Index" means the "Non-revised Index of
Consumer Prices excluding Tobacco", or relevant Successor Index, measuring the rate of inflation in the
European Monetary Union excluding tobacco, expressed as an index and published by the relevant Index
Sponsor.
"Expiration Date" means the date specified as such in the relevant Final Terms, subject to adjustment
in accordance with the Business Day Convention specified in the relevant Final Terms.
623


CHAPTER 10
"Fallback Bond" means a bond selected by the Calculation Agent and issued by the government of the
country to whose level of inflation the Index relates and which pays a coupon or redemption amount which is
calculated by reference to the Index, with a maturity date which falls on (a) the same day as the Maturity
Date, (b) the next longest maturity after the Maturity Date if there is no such bond maturing on the Maturity
Date, or (c) the next shortest maturity before the Maturity Date if no bond defined in (a) or (b) is selected by
the Calculation Agent. If the Index relates to the level of inflation across the European Monetary Union, the
Calculation Agent will select an inflation-linked bond that is a debt obligation of one of the governments (but
not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption
amount which is calculated by reference to the level of inflation in the European Monetary Union. In each
case, the Calculation Agent will select the Fallback Bond from those inflation-linked bonds issued on or
before the Issue Date and, if there is more than one inflation-linked bond maturing on the same date, the
Fallback Bond shall be selected by the Calculation Agent from those bonds. If the Fallback Bond redeems, the
Calculation Agent will select a new Fallback Bond on the same basis, but selected from all eligible bonds in
issue at the time the original Fallback Bond redeems (including any bond for which the redeemed bond is
exchanged).
"FIN ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index",
or relevant Successor Index, measuring the rate of inflation in Finland, expressed as an index and published
by the relevant Index Sponsor.
"FIN ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Finland, expressed as an index and published by the relevant Index Sponsor.
"FRC ­ Excluding Tobacco-Non-Revised Consumer Price Index" means the "Non-revised Index of
Consumer Prices excluding Tobacco", or relevant Successor Index, measuring the rate of inflation in France
excluding tobacco expressed as an index and published by the relevant Index Sponsor.
"FRC ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
France, expressed as an index and published by the relevant Index Sponsor.
"GBP ­ Non-revised Retail Price Index (UKRPI)" means the "Non-revised Retail Price Index All
Items in the United Kingdom", or relevant Successor Index, measuring the all items rate of inflation in the
United Kingdom expressed as an index and published by the relevant Index Sponsor.
"GBP ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in the
United Kingdom, expressed as an index and published by the relevant Index Sponsor.
"GBP ­ Non-revised Retail Price Index Excluding Mortgage Interest Payments (UKRPIX)"
means the "Non-revised Retail Price Index Excluding Mortgage Interest Payments in the United Kingdom",
or relevant Successor Index, measuring the all items rate of inflation in the United Kingdom expressed as an
index and published by the relevant Index Sponsor.
"GRD ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Greece expressed as an index and published by the relevant Index Sponsor.
"GRD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices", or relevant Successor Index, measuring the rate of inflation in Greece expressed as an index and
published by the relevant Index Sponsor.
624


CHAPTER 10
"HKD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Hong Kong, expressed as an index and
published by the relevant Index Sponsor.
"HUF ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Hungary, expressed as an index and
published by the relevant Index Sponsor.
"IDR ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index",
or relevant Successor Index, measuring the rate of inflation in Indonesia, expressed as an index and published
by the relevant Index Sponsor.
"ILS ­ Non-revised Consumer Price Index (CPI)" means the "Consumer Price Index-General", or
relevant Successor Index, measuring the rate of inflation in Israel, expressed as an index and published by the
relevant Index Sponsor.
"Index" means the index specified in the relevant Final Terms, or any Successor Index.
"Index Cancellation" means a level for the Index has not been published or announced for two
consecutive months and/or the Index Sponsor cancels the Index and/or the Index Sponsor announces that it
will no longer continue to publish or announce the Index and no Successor Index exists.
"Index Level" means the level of the Index or any Substitute Index Level.
"Index Modification" means the Index Sponsor announces that it will make (in the opinion of the
Issuer) a material change in the formula for or the method of calculating the Index or in any other way
materially modifies the Index.
"Index Sponsor" means either (x) the index sponsor specified in the Final Terms or such other
corporation or entity as determined by the Calculation Agent that (a) is responsible for setting and reviewing
the rules and procedures and the methods of calculation and adjustments, if any, related to the Index and (b)
announces (directly or through an agent) the level of the Index failing whom such person acceptable to the
Calculation Agent who calculates and announces the Index or any agent or person acting on behalf of such
person or (y) if no such index sponsor is specified in the Final Terms, then the corporation or entity as
determined by the Calculation Agent that (a) is responsible for setting and reviewing the rules and procedures
and the methods of calculation and adjustments, if any, related to the Index and (b) announces (directly or
through an agent) the level of the Index failing whom such person acceptable to the Calculation Agent who
calculates and announces the Index or any agent or person acting on behalf of such person.
"IRL ­ Non-revised Consumer Price Index (CPI)" means the "Consumer Price Index-All Items", or
relevant Successor Index, measuring the rate of inflation in Ireland, expressed as an index and published by
the relevant Index Sponsor.
"IRL ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices--All Items", or relevant Successor Index, measuring the rate of
inflation in Ireland, expressed as an index and published by the relevant Index Sponsor.
"ISK ­ Harmonised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of
Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Iceland, expressed as an
index and published by the relevant Index Sponsor.
"ISK ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index",
or relevant Successor Index, measuring the rate of inflation in Iceland, expressed as an index and published
by the relevant Index Sponsor.
625


CHAPTER 10
"ITL ­ Inflation for Blue Collar Workers and Employees-Excluding Tobacco Consumer Price
Index" means the "Indice dei prezzi al consumo per famiglie di operai e impiegati (FOI) senza tabacchi", or
relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the
relevant Index Sponsor.
"ITL ­ Inflation for Blue Collar Workers and Employees-Including Tobacco Consumer Price
Index" means the "Indice dei prezzi al consumo per famiglie di operai e impiegati (FOI) con tabacchi", or
relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the
relevant Index Sponsor.
"ITL ­ Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Italy,
expressed as an index and published by the relevant Index Sponsor.
"ITL ­ Whole Community ­ Excluding Tobacco Consumer Price Index" means the "Indice
nazionale dei prezzi al consumo per l'intera collettività´ (NIC) senza tabacchi" or relevant Successor Index,
measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor.
"ITL ­ Whole Community ­ Including Tobacco Consumer Price Index" means the "Indice
nazionale dei prezzi al consume per l'intera collettività´ (NIC) con tabacchi", or relevant Successor Index,
measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor.
"JPY ­ Non-revised Consumer Price Index Nationwide General Excluding Fresh Food (CPI)"
means the "Non-revised Consumer Price Index Nationwide General Excluding Fresh Food", or relevant
Successor Index, measuring the rate of inflation excluding fresh food in Japan, expressed as an index and
published by the relevant Index Sponsor.
"KRW ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in South Korea, expressed as an index and
published by the relevant Index Sponsor.
"Latest Level" means the latest Index Level (excluding any "flash" estimates) published or announced
by the Index Sponsor prior to the Reference Month in respect of which the Substitute Index Level is being
determined.
"LUX ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Luxembourg, expressed as an index
and published by the relevant Index Sponsor.
"LUX ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Luxembourg, expressed as an index and published by the relevant Index Sponsor.
"MXN ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Mexico, expressed as an index and
published by the relevant Index Sponsor.
"MXN ­ Unidad de Inversion Index (UDI)" means the "Unidad de Inversion Index", or relevant
Successor Index, reporting the daily peso value of an Unidad de Inversion (an "UDI"), expressed as an index
and published by the relevant Index Sponsor.
"MYR ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Malaysia, expressed as an index and
published by the relevant Index Sponsor.
626


CHAPTER 10
"NLG ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in the Netherlands, expressed as an index
and published by the relevant Index Sponsor.
"NLG ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in the
Netherlands, expressed as an index and published by the relevant Index Sponsor.
"NOK ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index--All Items", or relevant Successor Index, measuring the rate of inflation in Norway, expressed as an
index and published by the relevant Index Sponsor.
"NZD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in New Zealand, expressed as an index
and published by the relevant Index Sponsor.
"Observation Date" means, if specified as applicable in the relevant Final Terms, each date, if any, set
forth in the relevant Final Terms, subject to adjustment in accordance with the Business Day Convention
specified in the relevant Final Terms.
"Observation Period" has the meaning ascribed to it in the relevant Final Terms.
"PER ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index",
or relevant Successor Index, measuring the rate of inflation in Peru, expressed as an index and published by
the relevant Index Sponsor.
"PLN ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Price Indices of
Consumer Goods and Services", or relevant Successor Index, measuring the rate of inflation in Poland,
expressed as an index and published by the relevant Index Sponsor.
"POR ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Portugal, expressed as an index and
published by the relevant Index Sponsor.
"POR ­ Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised
Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in
Portugal, expressed as an index and published by the relevant Index Sponsor.
"Rebased Index" has the meaning given to it in Condition 6(o)(v) of the General Conditions.
"Reference Level" means the Index Level (excluding any "flash" estimates) published or announced
by the Index Sponsor in respect of the Reference Month that is 12 calendar months prior to the Reference
Month in respect of the Latest Level.
"Reference Month" means the calendar month for which the level of the Index was reported,
regardless of when this information is published or announced. If the period for which the Index Level was
reported is a period other than a month, the Reference Month shall be the period for which the Index Level
was reported.
"Related Bond" means, if specified as applicable in the relevant Final Terms, means the bond
specified as such in the relevant Final Terms or, if specified as applicable in the relevant Final Terms and no
bond is specified therein, the Fallback Bond.
"Related Bond Redemption Event" means, if specified as applicable in the relevant Final Terms, at
any time prior to the Maturity Date, (i) the Related Bond is redeemed, repurchased or cancelled, (ii) the
Related Bond becomes repayable prior to its stated date of maturity for whatever reason, or (iii) the issuer of
627


CHAPTER 10
the Related Bond announces that the Related Bond will be redeemed, repurchased or cancelled prior to its
stated date of maturity.
"Relevant Level" has the meaning given to it in the definition of Delayed Index Level Event.
"RUB ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Russia, expressed as an index and
published by the relevant Index Sponsor.
"SEK ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices", or relevant Successor Index, measuring the rate of inflation in Sweden, expressed as an index and
published by the relevant Index Sponsor.
"SGD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Singapore, expressed as an index and
published by the relevant Index Sponsor.
"SWF ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Switzerland, expressed as an index and
published by the relevant Index Sponsor.
"Successor Index" has the meaning given to it in Condition 6(p) of the General Conditions.
"Substitute Index Level" means, in respect of a Delayed Index Level Event, the index level
determined by the Issuer in accordance with Condition 6(n) of the General Conditions.
"TRY ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Turkey, expressed as an index and
published by the relevant Index Sponsor.
"TWD ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price
Index", or relevant Successor Index, measuring the rate of inflation in Taiwan, expressed as an index and
published by the relevant Index Sponsor.
"USA ­ Non-revised Consumer Price Index ­ Urban (CPI-U)" means the "Non-revised index of
Consumer Prices for All Urban Consumers (CPI-U) before seasonal adjustment", or relevant Successor Index,
measuring the rate of inflation in the United States expressed as an index and published by the relevant Index
Sponsor.
"ZAR ­ Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer
Prices", or relevant Successor Index, measuring the rate of inflation in South Africa, expressed as an index
and published by the relevant Index Sponsor.
"ZAR ­ Non-revised Consumer Price Index Excluding Mortgages (CPIX)" means the "Nonrevised
Index of Consumer Prices excluding Mortgage", or relevant Successor Index, measuring the rate of inflation
excluding mortgages in South Africa, expressed as an index and published by the relevant Index Sponsor.
3
Delay in Publication
For the purposes of the Notes, Condition 6 of the General Conditions shall be amended by the addition
of a new Condition 6(n) as follows:
"(n) Delay in Publication
If the Calculation Agent determines that a Delayed Index Level Event has occurred with respect to any
Determination Date, then the Index Level with respect to any Reference Month which is to be utilised
628


CHAPTER 10
in any calculation or determination to be made by the Calculation Agent and/or the Issuer with respect
to such Determination Date (the "Substitute Index Level") shall be determined by the Calculation
Agent (subject to Condition 6(o)(ii) of the General Conditions) as follows:
(i)
if Related Bond is specified as applicable in the relevant Final Terms, the Calculation Agent
shall determine the Substitute Index Level by reference to the corresponding index level
determined under the terms and conditions of the Related Bond; or
(ii)
if (I) Related Bond is specified as not applicable in the relevant Final Terms, or (II) the
Calculation Agent is not able to determine a Substitute Index Level under (i) above, the
Calculation Agent shall determine the Substitute Index Level by reference to the following
formula:
(iii)
Substitute Index Level = Base Level x (Latest Level/Reference Level); or
(iv)
in accordance with any formula specified in the relevant Final Terms.
The Issuer shall promptly give notice to the holders of the Notes in accordance with Condition 13 of
the General Conditions of any Substitute Index Level."
4
Successor Index
For the purposes of the Notes, Condition 6 of the General Conditions shall be amended by the addition
of a new Condition 6(p) as follows:
"(p) Successor Index
If the Calculation Agent determines that the level of an Index is not calculated and announced by the
Index Sponsor for two consecutive months and/or the Index Sponsor announces that it will not longer
continue to publish or announce the Index and/or the Index Sponsor cancels the Index then the
Calculation Agent shall determine a successor index (a "Successor Index") (in lieu of any previously
applicable Index) for the purposes of the Notes as follows:
(i)
if the Index Sponsor announces that it will no longer publish or announce the Index but that it
will be superseded by a replacement Index specified by the Index Sponsor, and the Calculation
Agent determines that such replacement Index is calculated using the same or a substantially
similar formula or method of calculation as used in the calculation of the Index, such
replacement index shall be designated a "Successor Index";
(ii)
if (i) above does not apply and if Related Bond is specified as applicable in the Final Terms, the
successor index (if any) designated pursuant to the terms and conditions of the Related Bond
and such successor index shall be designated a "Successor Index"; or
(iii)
if (i) above does apply and if Related Bond is specified as not applicable in the Final Terms or a
Related Bond Redemption Event has occurred, the Calculation Agent, acting in good faith with
an aim to preserve the the economic equivalent of the obligations of the Issuer with respect to
the Italian Bonds and to the Italian Certificates which are admitted to trading, or for which an
application for admission to trading has been made or will be made, on an Italian Market, shall
determine an appropriate alternative index and such index will be deemed a "Successor Index";
or
(iv)
if the Calculation Agent determines that neither (i), (ii) nor (iii) above apply, there will be
deemed to be no Successor Index and an Index Cancellation will be deemed to have occurred.
629


CHAPTER 10
For the avoidance of doubt, the Calculation Agent shall determine the date on which the Successor
Index shall be deemed to replace the Index for the purposes of the Notes. Notice of the determination of a
Successor Index, the effective date of the Successor Index or the occurrence of an Index Cancellation will be
given to holders of the Notes by the Issuer in accordance with Condition 13 of the General Conditions."
5
Adjustments
For the purposes of the Notes, Condition 6 of the General Conditions shall be amended by the addition
of a new Condition 6(o) as follows:
"(o) Adjustments and Currency
(i)
Successor Index
If a Successor Index is determined in accordance with Condition 6(p) of the General
Conditions, the Issuer may make any adjustment or adjustments (without limitation) to the Final
Redemption Amount, interest payable under the Notes (if any) and/or any other relevant term of
the Notes as the Calculation Agent deems necessary or, in relation to the Italian Bonds and to
the Italian Certificates which are admitted to trading, or for which an application for admission
to trading has been made or will be made, on an Italian Market, as determined by the
Calculation Agent in good faith and in accordance with reasonable market practice taking into
account the relevant event and in order to preserve the the economic equivalent of the
obligations of the Issuer under such Italian Bonds or Italian Certificates. The Issuer shall give
notice to the holders of the Notes of any such adjustment in accordance with Condition 13 of
the General Conditions.
(ii)
Substitute Index Level
If the Calculation Agent determines a Substitute Index Level in accordance with Condition 6(n)
of the General Conditions, the Issuer may make any adjustment or adjustments (without
limitation) to (I) the Substitute Index Level determined in accordance with Condition 6(n) of
the General Conditions and/or (II) the Final Redemption Amount, interest payable under the
Notes (if any) and/or any other relevant term of the Notes, in each case, as the Calculation
Agent acting in good faith with an aim to preserve the the economic equivalent of the
obligations of the Issuer with respect to the Italian Bonds and to the Italian Certificates which
are admitted to trading, or for which an application for admission to trading has been made or
will be made, on an Italian Market, deems necessary. The Issuer shall give notice to the holders
of the Notes of any such adjustment in accordance with Condition 13 of the General
Conditions.
(iii)
Index Level Adjustment Correction
(I)
The first publication or announcement of the Index Level (disregarding estimates) by the
Index Sponsor for any Reference Month shall be final and conclusive and, subject to
Condition 6(o)(iii)(II) of the General Conditions, later revisions to the level for such
Reference Month will not be used in any calculations, save that in respect of the EUR-
All Items-Revised Consumer Price Index, the ESPNational- Revised Consumer Price
Index (CPI) and the ESP-Harmonised-Revised Consumer Price Index HCPI, revisions to
the Index Level which are published or announced up to and including the day that is
two Business Days prior to any relevant Determination Date will be valid and the
revised Index Level for the relevant Reference Month will be deemed to be the final and
conclusive Index Level for such Reference Month. The Issuer shall give notice to the
630


Document Outline