Obligation ING Groep 0% ( XS1036887872 ) en EUR

Société émettrice ING Groep
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS1036887872 ( en EUR )
Coupon 0%
Echéance 25/02/2019 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS1036887872 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 200 000 000 EUR
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 EUR, avec le code ISIN XS1036887872, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 25/02/2019







ING Groep N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
55,000,000,000
Debt Issuance Programme
Under this 55,000,000,000 Debt Issuance Programme (the "Programme"), each of ING Groep N.V. ("ING" or "ING Group") and ING Bank N.V. ("ING Bank") (together the "Issuers" and
each an "Issuer", which expression shall include any Substituted Debtor (as defined in Condition 16 of the Terms and Conditions of the Notes)), may from time to time issue notes (the "Notes"
as more fully defined below)) which may be PD Notes or Exempt Notes (each as defined below).
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended, to
the extent that such amendments have been implemented in the relevant Member State of the European Economic Area, (the "Prospectus Directive") on 13 May 2013 in respect of the issue by
the Issuers of PD Notes (as defined below). The AFM has provided the competent authority in Luxembourg with a certificate of approval attesting that this Base Prospectus has been drawn up
in accordance with the Prospectus Directive.
Notes to be issued under the Programme during the period of twelve months from the date of this Base Prospectus which are:
(a) issued with a minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes); and
(b) (i) admitted to trading on NYSE Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"); (ii) admitted to the official list of the Luxembourg
Stock Exchange (the "Official List"); (iii) admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"); or (iv) admitted to trading on
another regulated market within the European Economic Area,
are hereinafter referred to as "PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on a regulated market within the European Economic Area and, where such Notes are, in addition, issued with a
minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) or otherwise fall within an exemption from the requirement to publish a
prospectus under the Prospectus Directive, such Notes are hereinafter referred to as "Exempt Notes".
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
The Programme has been approved by the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") as an "issuance programme" for the listing of bonds in accordance with the listing rules of the
SIX Swiss Exchange. Application may be made to list Notes issued by ING Bank under the Programme on the SIX Swiss Exchange during the period of twelve months from the date of this
Base Prospectus.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the relevant Registration Document (as defined herein) in connection with the issue of Notes.
Arranger
ING
Dealer
ING
BASE PROSPECTUS
Dated 13 May 2013


Table of Contents
RISK FACTORS ................................................................................................................................................ 4
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 12
OVERVIEW OF THE PROGRAMME............................................................................................................ 14
NOMINAL AMOUNT OF THE PROGRAMME............................................................................................ 24
FORM OF THE NOTES.................................................................................................................................. 25
DTC INFORMATION -- REGISTERED NOTES.......................................................................................... 31
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 33
FORM OF FINAL TERMS OF THE NOTES ................................................................................................. 63
USE OF PROCEEDS....................................................................................................................................... 76
TAXATION...................................................................................................................................................... 77
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS .........................................................................102
SUBSCRIPTION AND SALE ........................................................................................................................104
GENERAL INFORMATION..........................................................................................................................123
ii


RISK FACTORS
General Risk Factors
Introduction
This Base Prospectus identifies in a general way the information that a prospective investor should consider
prior to making an investment in the Notes. However, a prospective investor should conduct its own thorough
analysis (including its own accounting, legal and tax analysis) prior to deciding whether to invest in the Notes
as any evaluation of the suitability for an investor of an investment in the Notes depends upon a prospective
investor's particular financial and other circumstances, as well as on specific terms of the Notes. This Base
Prospectus is not, and does not purport to be, investment advice or an investment recommendation to
purchase the Notes. Each Issuer, including its branches and any group company, is acting solely in the
capacity of an arm's length contractual counterparty and not as a purchaser's financial adviser or fiduciary in
any transaction unless such Issuer has agreed to do so in writing. If a prospective investor does not have
experience in financial, business and investment matters sufficient to permit it to make such a determination,
the investor should consult with its financial adviser prior to deciding to make an investment on the suitability
of the Notes. Investors risk losing their entire investment or part of it.
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is
fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial
needs, objectives and condition, (ii) complies and is fully consistent with any investment policies, guidelines
and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is
a fit, proper and suitable investment for it (or, if it is acquiring the Notes in a fiduciary capacity, for the
beneficiary). In particular, investment activities of certain investors are subject to investment laws and
regulations, or review or regulation by certain authorities. Each prospective investor should therefore consult
its legal advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the
Notes can be used as underlying securities for various types of borrowing and (iii) other restrictions apply to
its purchase or pledge of any Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk-based capital or similar rules.
Each prospective investor in Notes should refer to the section headed "Risk Factors" in the relevant
Registration Document for a description of those factors which could affect the financial performance of
the Issuers and thereby affect the Issuers' ability to fulfil their obligations in respect of Notes issued under
the Programme.
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus, any applicable supplement or Final Terms;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
4


(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Notes can be relatively complex financial instruments. A potential investor should not invest in such Notes
unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Limited liquidity of the Notes
Even if application is made to list Notes on a stock exchange, there can be no assurance that a secondary
market for any of the Notes will develop, or, if a secondary market does develop, that it will provide the
holders of the Notes with liquidity or that it will continue for the life of the Notes. A decrease in the liquidity
of an issue of Notes may cause, in turn, an increase in the volatility associated with the price of such issue of
Notes. Any investor in the Notes must be prepared to hold such Notes for an indefinite period of time or until
redemption of the Notes. If any person begins making a market for the Notes, it is under no obligation to
continue to do so and may stop making a market at any time. Illiquidity may have a severely adverse effect on
the market value of Notes.
Counterparty risk exposure
The ability of the relevant Issuer to make payments under the Notes is subject to general credit risks,
including credit risks of borrowers. Third parties that owe the relevant Issuer money, securities or other assets
may not pay or perform under their obligations. These parties include borrowers under loans granted, trading
counterparties, counterparties under swaps and credit and other derivative contracts, agents and other
financial intermediaries. These parties may default on their obligations to the relevant Issuer due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other
reasons.
Credit ratings may not reflect all risks
Each Issuer has a senior debt rating from Standard & Poor's, Moody's and Fitch, details of which are
contained in the relevant Registration Document.
Tranches of Notes issued under the Programme may be rated or unrated and one or more independent credit
rating agencies may assign additional credit ratings to the Notes or the Issuers. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the ratings assigned to the relevant Issuer, the
Programme or any Notes already issued.
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above, and other factors that may affect the value of the Notes and the ability of an Issuer to make
payments under the Notes (including but not limited to market conditions and funding related and operational
risks inherent to the business of each Issuer). A credit rating is not a recommendation to buy, sell or hold
securities. There is no assurance that a rating will remain for any given period of time or that a rating will not
be suspended, lowered or withdrawn by the relevant rating agency if, in its judgement, circumstances in the
future so warrant.
5


In the event that a rating assigned to the Notes or an Issuer is subsequently suspended, lowered or withdrawn
for any reason, no person or entity is obliged to provide any additional support or credit enhancement with
respect to the Notes, the market value of the Notes is likely to be adversely affected and the ability of the
relevant Issuer to make payments under the Notes may be adversely affected.
In addition, ING Bank's assets are risk weighted. Downgrades of these assets could result in a higher risk
weighting which may result in higher capital requirements and thus a need to deleverage. This may impact net
earnings and the return on capital, and may have an adverse impact on the relevant Issuer's financial position
and ability to make payments under the Notes.
Certain considerations regarding hedging
Prospective purchasers intending to purchase Notes to hedge against the market risk associated with investing
in a currency or other basis of reference which may be specified in the applicable Final Terms, should
recognise the complexities of utilising Notes in this manner. For example, the value of the Notes may not
exactly correlate with the value of the currency or other basis which may be specified in the applicable Final
Terms. Due to fluctuating supply and demand for the Notes, there is no assurance that their value will
correlate with movements of the currency or other basis which may be specified in the applicable Final Terms.
Actions taken by the Calculation Agent may affect the value of Notes
The Calculation Agent for an issue of Notes is the agent of the relevant Issuer and not the agent of the holders
of the Notes. The Calculation Agent is not acting as a fiduciary to any holders of Notes. It is possible that the
relevant Issuer will itself be the Calculation Agent for certain issues of Notes. The Calculation Agent will
make such determinations and adjustments as it deems appropriate, in accordance with the terms and
conditions of the specific issue of Notes. In making its determinations and adjustments, the Calculation Agent
will be entitled to exercise substantial discretion and may be subject to conflicts of interest in exercising this
discretion.
The return on an investment in Notes will be affected by charges incurred by investors
An investor's total return on an investment in Notes will be affected by the level of fees charged to the
investor, including fees charged to the investor as a result of the Notes being held in a clearing system. Such
fees may include charges for opening accounts, transfers of securities, custody services and fees for payment
of principal, interest or other sums due under the terms of the Notes. Investors should carefully investigate
these fees before making their investment decision.
Tax risk
This Base Prospectus includes general summaries of certain Dutch, Belgian, Luxembourg, Swiss, United
Kingdom and United States tax considerations relating to an investment in the Notes issued by the Issuer (see
"Taxation"). Such summaries may not apply to a particular holder of Notes or to a particular issue and does
not cover all possible tax considerations. In addition, the tax treatment may change before the maturity,
exercise or termination date of Notes. Any potential investor should consult his own independent tax adviser
for more information about the tax consequences of acquiring, owning and disposing of Notes in his
particular circumstances.
Risk factor relating to FATCA
In certain circumstances the Issuers and certain other non-U.S. financial institutions through which payments
on the Notes are made may be required to withhold U.S. tax at a rate of 30% pursuant to sections 1471
through 1474 of the U.S. Internal Revenue Code and the regulations and other guidance promulgated
thereunder ("FATCA") on all, or a portion of, payments made after 31 December 2016 in respect of (i) Notes
that are treated as debt for U.S. federal tax purposes and are issued, or materially modified, on or after the
6


later of (a) 1 January 2014, and (b) the date that is six months after the date on which the final regulations
relating to "foreign passthru payments" are filed and (ii) Notes that are treated as equity for U.S. federal tax
purposes and issued at any time.
Under FATCA, non-U.S. financial institutions generally will be required to enter into agreements with the
U.S. Internal Revenue Service (the "IRS") to identify "financial accounts" held by U.S. persons or entities
with substantial U.S. ownership. If a participating financial institution makes a relevant payment to an
accountholder that has not provided information requested to establish the accountholder is exempt from
reporting under the rules, or if the recipient of the payment is a non-participating financial institution (that is
not otherwise exempt), the payor may be required to withhold 30% on a portion of the payment.
If any Issuer or one of their respective agents were required to withhold any amount from any payment on the
Notes in respect of FATCA, there will be no "gross up" (or any other additional amount) payable by way of
compensation to the investor for the withheld amount. An investor that is able to claim the benefits of an
income tax treaty between its own jurisdiction and the United States may be entitled to a refund of amounts
withheld pursuant to the FATCA rules, though the investor would have to file a U.S. tax return to claim this
refund and would not be entitled to interest from the IRS for the period prior to the refund.
The application of FATCA to interest, principal or other amounts paid with respect to the Notes is not clear. In
particular, The Netherlands has announced that it intends to enter into an intergovernmental agreement with
the United States to help implement FATCA for certain Dutch entities. The impact of such an agreement on
the Issuers and the Issuers' reporting and withholding responsibilities under FATCA is unclear.
FATCA is particularly complex and its application to the Issuers or the Notes issued by them is uncertain at
this time. Each holder of Notes should consult its own tax adviser to obtain a more detailed explanation of
FATCA and to learn how it might affect such holder in its specific circumstance, in particular if it may be, or
hold its interest through an entity that is, classified as a financial institution under FATCA.
Financial Transaction Tax
On 14 February 2013, the EU Commission adopted a proposal for a Council Directive (the "Draft Directive")
on a common financial transaction tax ("FTT"). According to the Draft Directive, the FTT shall be
implemented and enter into effect in eleven EU Member States (Austria, Belgium, Estonia, France, Germany,
Greece, Italy, Portugal, Spain, Slovakia and Slovenia; the "Participating Member States") on 1 January 2014.
Pursuant to the Draft Directive, the FTT shall be payable on financial transactions provided at least one party
to the financial transaction is established or deemed established in a Participating Member State and there is a
financial institution established or deemed established in a Participating Member State which is a party to the
financial transaction, or is acting in the name of a party to the transaction. The FTT shall, however, not apply
to (inter alia) primary market transactions referred to in Article 5 (c) of Regulation (EC) No 1287/2006,
including the activity of underwriting and subsequent allocation of financial instruments in the framework of
their issue.
The rates of the FTT shall be fixed by each Participating Member State but for transactions involving
financial instruments other than derivatives shall amount to at least 0.1 per cent. of the taxable amount. The
taxable amount for such transactions shall in general be determined by reference to the consideration paid or
owed in return for the transfer. The FTT shall be payable by each financial institution established or deemed
established in a Participating Member State which is a party to the financial transaction, acting in the name of
a party to the transaction or where the transaction has been carried out on its account. Where the FTT due has
not been paid within the applicable time limits, each party to a financial transaction, including persons other
than financial institutions, shall become jointly and severally liable for the payment of the FTT due.
7


Prospective holders should therefore note, in particular, that any sale, purchase or exchange of the Notes will
be subject to the FTT at a minimum rate of 0.1 per cent. provided the abovementioned prerequisites are met.
The holder may be liable to itself pay this charge or reimburse a financial institution for the charge, and/or the
charge may affect the value of the Notes. However, the issuance of Notes under the Programme should not be
subject to the FTT.
The Draft Directive is still subject to negotiation between the Participating Member States and therefore may
be changed at any time. Moreover, once the Draft Directive has been adopted (the "Directive"), it will need to
be implemented into the respective domestic laws of the Participating Member States and the domestic
provisions implementing the Directive might deviate from the Directive itself. Prospective holders of the
Notes should consult their own tax advisers in relation to the consequences of the FTT associated with
subscribing for, purchasing, holding and disposing of the Notes.
Insolvency risk
In the event that an Issuer becomes insolvent, insolvency proceedings will be generally governed by the
insolvency laws of that Issuer's place of incorporation. The insolvency laws of the Issuer's place of
incorporation may be different from the insolvency laws of an investor's home jurisdiction and the treatment
and ranking of holders of Notes issued by that Issuer and that Issuer's other creditors and shareholders under
the insolvency laws of that Issuer's place of incorporation may be different from the treatment and ranking of
holders of those Notes and that Issuer's other creditors and shareholders if that Issuer was subject to the
insolvency laws of the investor's home jurisdiction.
Redemption risk in respect of certain Series of Subordinated Notes
If Regulatory Call is specified in the applicable Final Terms if the relevant Subordinated Notes are excluded
from Tier 2 capital of the Issuer for the purposes of the capital adequacy rules applicable to the Issuer at the
relevant time (other than the capital adequacy rules as in force on the issue date of the relevant Notes), the
Issuer may redeem the relevant Notes at the amount specified in the applicable Final Terms, subject to the
prior consent of DNB provided that at the relevant time such consent is required (but without any requirement
for the consent or approval of the Subordinated Noteholders), and upon giving not less than 15 nor more than
30 days' irrevocable notice.
Changes in law
The conditions of the Notes and the ratings which may be assigned to them are based on the law of The
Netherlands in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any
possible judicial decision or change to Netherlands law or administrative practice after the date of this Base
Prospectus. Such changes in law may include, but are not limited to, the introduction of a variety of statutory
resolution and loss-absorption tools which may affect the rights of holders of securities issued by the Issuer,
including the Notes. Such tools may include the ability to write off sums otherwise payable on such securities
at a time when the Issuer is no longer considered viable by its regulator or upon the occurrence of another
trigger. Also see risk factor entitled "Dutch Intervention Act and EU Bank Proposals"in the Registration
Documents.
In addition to the risks identified in "Risk Factors -- General Risk Factors" and the relevant Registration
Document, potential investors in Notes should consider the following:
Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of the most common such
features:
8


Notes subject to optional redemption by the Issuer
An optional redemption feature in any Notes may negatively impact their market value. During any period
when the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any redemption
period.
The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest
rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds
at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other
investments available at that time.
Inverse Floating Rate Notes
The Issuers may issue Inverse Floating Rate Notes. Such Notes have an interest rate equal to a fixed rate
minus a rate based upon a reference rate such as EURIBOR or LIBOR. The market values of those Notes
typically are more volatile than market values of other conventional floating rate debt securities based on the
same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile
because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect
an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes
The Issuers may issue Fixed/Floating Rate Notes. Such Notes may bear interest at a rate that the relevant
Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The
relevant Issuer's ability to convert the interest rate will affect the secondary market trading and the market
value generally of the Notes since the relevant Issuer may be expected to convert the rate when it is likely to
produce a lower overall cost of borrowing. If the relevant Issuer converts from a fixed rate to a floating rate,
the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on
comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time
may be lower than the rates on other Notes. If the relevant Issuer converts from a floating rate to a fixed rate,
the fixed rate may be lower than then prevailing market rates.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium
from their principal amount tend to fluctuate more in relation to general changes in interest rates than do
prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such
securities, the greater the price volatility as compared to more conventional interest-bearing securities with
comparable maturities.
Issues of Subordinated Notes; limited rights to accelerate
The Issuers may issue Notes under the Programme which are subordinated to the extent described in
Condition 3 of the Terms and Conditions of the Notes (such Notes, "Subordinated Notes"). By virtue of such
subordination, payments to a holder of Subordinated Notes will, in the events described in the relevant
Conditions, only be made after, and any set-off by a holder of Subordinated Notes shall be excluded until, all
obligations of the relevant Issuer resulting from higher ranking claims with respect to the repayment of
borrowed money (including deposits) and other unsubordinated claims have been satisfied. A holder of
Subordinated Notes may therefore recover less than the holders of deposit liabilities or the holders of other
unsubordinated liabilities of the relevant Issuer. Furthermore, the Conditions do not limit the amount of the
liabilities ranking senior to any Subordinated Notes which may be incurred or assumed by the relevant Issuer
from time to time, whether before or after the issue date of the relevant Subordinated Notes. Although
9


Subordinated Notes may pay a higher rate of interest than comparable Notes which are not subordinated,
there is a real risk that an investor in Subordinated Notes will lose all or some of his investment should the
relevant Issuer become insolvent.
In addition, the rights of holders of Subordinated Notes are limited in certain respects. In particular, early
redemption of Subordinated Notes that are included for capital adequacy purposes in Tier 2 may only be
effected after the written consent of the Dutch Central Bank.
Exchange rates and exchange controls
The Issuers will pay principal and interest on the Notes in the Specified Currency. This presents certain risks
relating to currency conversions if an investor's financial activities are denominated principally in a currency
or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that
exchange rates may significantly change (including changes due to devaluation of the Specified Currency or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's
Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency
relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes,
(2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's
Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate and/or restrict the convertibility or transferability of
currencies within and/or outside of a particular jurisdiction which in turn could adversely affect the ability of
an Issuer to make payments in respect of the Notes. As a result, investors may receive less interest or principal
than expected, or receive it later than expected or not at all.
No gross-up
All payments made by the Issuers in respect of the Notes shall be made subject to any tax, duty, withholding
or other payment which may be required to be made, paid, withheld or deducted. Holders of Notes will not be
entitled to receive grossed-up amounts to compensate for any such tax, duty, withholding or other payment
and no event of default shall occur as a result of any such withholding or deduction. As a result, investors may
receive less interest than expected and the return on their Notes could be significantly adversely affected. In
addition, each of the Issuers shall have the right to redeem Notes if, on the occasion of the next payment due
in respect of such Notes, the relevant Issuer would be required to withhold or account for tax in respect of
such Notes.
Interest rate risks
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Fixed Rate Notes.
Notes in New Global Note form
The New Global Note form has been introduced to allow for the possibility of notes being issued and held in a
manner which will permit them to be recognised as eligible collateral for monetary policy of the central
banking system for the euro (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. Investors should make their own
assessment as to whether the Notes meet such Eurosystem eligibility criteria.
Specified Denomination of 100,000 (or its equivalent) plus higher integral multiple
In relation to any issue of Notes which have a denomination consisting of 100,000 (or its equivalent) plus a
higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in
10


excess of 100,000 (or its equivalent) that are not integral multiples of 100,000 (or its equivalent). In such a
case a holder of a Note who, as a result of trading such amounts, holds a principal amount of less than
100,000 (or its equivalent) may not receive a definitive Note in respect of such holding (should definitive
Notes be printed) and would need to purchase a principal amount of Notes such that its aggregate holding
amounts to 100,000 (or its equivalent) in order to receive such a definitive Note.
Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
Modification
The conditions of the Notes contain provisions for calling meetings of Holders of the Notes to consider
matters affecting their interests generally and to obtain resolutions in writing on matters relating to the Notes
from the Noteholders without calling a meeting. These provisions permit defined majorities to bind all
Holders including Holders who did not attend and vote at the relevant meeting and Holders who voted in a
manner contrary to the majority or, as the case may be, who did sign a resolution in writing.
11


Document Outline