Obligation ING Groep N.V. 0% ( XS1084572012 ) en USD

ING Groep N.V.

100 % ⇌

Pays-bas

XS1084572012 ( en USD )

0%

29/06/2018 - Obligation échue

Prospectus brochure de l'obligation ING BANK N.V XS1084572012 en USD 0%, échue

/

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ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

Analyse Rétrospective : L'Obligation Zéro-Coupon ING BANK N.V. (ISIN : XS1084572012) Achève Son Cycle de Vie Le marché financier a récemment observé la clôture du cycle de vie d'une obligation émise par ING BANK N.V., identifiée par le code ISIN XS1084572012. L'émetteur de cette obligation est ING BANK N.V., une institution financière de renommée mondiale dont le siège social est aux Pays-Bas. Faisant partie du Groupe ING, l'une des plus grandes banques européennes, ING BANK N.V. opère à travers un large éventail de services bancaires de détail, commerciaux et de banque d'investissement. L'entreprise est reconnue pour sa forte présence internationale, son engagement envers l'innovation numérique et sa solidité financière, jouant un rôle clé dans le paysage bancaire mondial. Cette obligation, d'une valeur nominale libellée en dollars américains (USD), se distinguait par son taux d'intérêt de 0%, la classant ainsi dans la catégorie des obligations zéro-coupon. Concrètement, cela signifie que l'investisseur n'a pas perçu de paiements d'intérêts périodiques (coupons) durant la vie de l'obligation. Son rendement est donc implicitement généré par l'achat à un prix inférieur au pair et le remboursement au pair à l'échéance. Bien que le document source indique une "Fréquence de paiement 2", pour une obligation zéro-coupon, cette information n'implique pas de versements de coupons semestriels, la rémunération étant incorporée dans le prix de remboursement final. La date de maturité de cet instrument était fixée au 29 juin 2018. À cette date, l'obligation est parvenue à son terme et a été intégralement remboursée à 100% de sa valeur nominale. Ce remboursement à parité confirme la bonne exécution des engagements de l'émetteur vis-à-vis des porteurs de cette dette, marquant la fin réussie de son parcours financier.

ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Americas Issuance B.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
40,000,000,000
Global Issuance Programme
Base Prospectus for the issuance of Share Linked Notes and
Participation Notes
This Base Prospectus for the issuance of Share Linked Notes and Participation Notes (this "Base Prospectus") constitutes a base prospectus for the purposes of
Article 5.4 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"), and is one of a number of prospectuses which relate to the 40,000,000,000 Global Issuance
Programme (the "Programme"). This Base Prospectus replaces and supersedes the Base Prospectus for the issuance of Share Linked Notes and Participation Notes
dated 28 June 2013 of the Global Issuer and the Americas Issuer (each as defined below).
Under this Base Prospectus, (i) ING Bank N.V. (the "Global Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of the
General Conditions of the Notes), "ING Bank" or the "Bank") may from time to time issue notes (the "Notes" as more fully defined herein) and (ii) ING Americas
Issuance B.V. (the "Americas Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of the General Conditions of the Notes))
may from time to time issue Notes guaranteed by ING Bank N.V. (ING Bank N.V. in its capacity as guarantor under the Notes issued by the Americas Issuer, the
"Guarantor").
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive on 3 July
2014 in respect of the issue by the Issuers of PD Notes (as defined below). The AFM has provided the competent authorities in each of Belgium, Finland, France,
Italy, Luxembourg, Malta, Portugal, Spain and Sweden 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 this Base Prospectus during the period of 12 months from the date of this Base Prospectus, which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive, whether or
not such Notes are listed and admitted to trading on any market; or
(b) (i) admitted to trading on 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"); (iv) (with respect to the Global Issuer only) admitted to trading on the regulated market of Euronext Paris S.A. ("Euronext Paris"); (v) (with
respect to the Global Issuer only) admitted to trading on a regulated market of Borsa Italiana S.p.A. (the "Italian Stock Exchange"); (vi) admitted to trading on
another regulated market within the European Economic Area; or (vii) admitted to trading on an unregulated market as defined under the Directive 2004/39/EC of
the European Parliament and of the Council on markets in financial instruments, as amended from time to time (the "Markets in Financial Instruments
Directive"),
are hereinafter referred to as "PD Notes". PD Notes may be issued in any denomination as agreed between the relevant Issuer and the relevant Dealer(s) (as defined
herein), and any PD Notes which have a denomination of less than 100,000 (or its equivalent in any other currency) are referred to hereinafter as "Non-Exempt
PD Notes" and any PD Notes which have a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) are referred
to hereinafter as "Exempt PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any 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 Global Issuer may from time to time issue PD Notes (which may be Non-Exempt PD Notes or Exempt PD Notes) and Exempt Notes. The Americas Issuer
may from time to time issue Exempt PD Notes and Exempt Notes.
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the Base Prospectus for the issuance of Medium Term Notes and Inflation Linked
Notes in respect of the 40,000,000,000 Global Issuance Programme of ING Bank N.V., ING Bank N.V., Sydney Branch and ING Americas Issuance B.V.
dated 27 June 2014 (the "Level 1 Programme Prospectus") and the relevant Registration Document (as defined herein).
Arranger
ING
BASE PROSPECTUS (LEVEL 2)
Dated 3 July 2014

TABLE OF CONTENTS
Page
SUMMARY OF THE BASE PROSPECTUS IN RELATION TO NON-EXEMPT PD NOTES.......................3
RISK FACTORS ...............................................................................................................................................53
DOCUMENTS INCORPORATED BY REFERENCE...................................................................................145
OVERVIEW OF THE PROGRAMME...........................................................................................................147
DESCRIPTION OF THE NOTES, KEY FEATURES OF THE NOTES AND AN EXPLANATION OF
HOW THE VALUE OF THE NOTES IS AFFECTED BY THE VALUE OF THE REFERENCE
ITEM(S)..................................................................................................................................................160
CONSENT TO USE OF THIS BASE PROSPECTUS ...................................................................................235
NOMINAL AMOUNT OF THE PROGRAMME...........................................................................................241
TERMS AND CONDITIONS OF SHARE LINKED NOTES .......................................................................242
FORM OF FINAL TERMS FOR THE SHARE LINKED NOTES................................................................351
ANNEX ISSUE SPECIFIC SUMMARY OF THE SHARE LINKED NOTES .............................................491
TERMS AND CONDITIONS OF PARTICIPATION NOTES .......................................................................713
FORM OF FINAL TERMS FOR PARTICIPATION NOTES.........................................................................736
ANNEX ISSUE SPECIFIC SUMMARY OF THE PARTICIPATION NOTES.............................................757
TAXATION.....................................................................................................................................................778
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS .........................................................................822
SUBSCRIPTION AND SALE ........................................................................................................................824
ADDITIONAL AUSTRALIAN AND CANADIAN INFORMATION ..........................................................852
GENERAL INFORMATION..........................................................................................................................858
2

SUMMARY OF THE BASE PROSPECTUS IN RELATION TO NON-EXEMPT PD NOTES
This summary applies only to Non-Exempt PD Notes issued by ING Bank N.V (the "Global Issuer").
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in
a summary for the Notes and the Global Issuer. Because some Elements are not required to be addressed,
there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be
inserted in a summary because of the nature of the Notes and the Global Issuer, it is possible that no relevant
information can be given regarding the Element. In this case, a short description of the Element should be
included in the summary with the mention of "Not Applicable".
Section A Introduction and warnings
Element
A.1
This summary must be read as an introduction to the Base Prospectus. Any decision to invest in the Notes
should be based on a consideration of the Base Prospectus as a whole, including any documents incorporated
by reference. Where a claim relating to the information contained in the Base Prospectus is brought before a
court, the plaintiff may, under the national legislation of Member States of the European Economic Area
where the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary,
including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Base Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in
the Notes.
A.2
Consent by the Issuer
In connection with any Public Offer of Non-Exempt PD Notes, the Global
to the use of the Base
Issuer accepts responsibility, in a Public Offer Jurisdiction, for the content of the
Prospectus
for
Base Prospectus under Article 6 of the Prospectus Directive in relation to any
subsequent resale or
person (an "Investor") to whom an offer of any Non-Exempt PD Notes is made
final placement by
by any financial intermediary to whom the Global Issuer has given its consent to
financial
use the Base Prospectus (an "Authorised Offeror"), where the offer is made in
intermediaries during
compliance with all conditions attached to the giving of the consent. Such
the
offer
period
consent and conditions are described below under "Consent" and "Common
indicated,
and the
conditions to consent".
conditions attached to
Consent
such consent.
Subject to the conditions set out below under "Common conditions to consent":
(A) the Global Issuer consents to the use of the Base Prospectus (as
supplemented as at the relevant time, if applicable) in connection with a
Public Offer of Non-Exempt PD Notes in a Public Offer Jurisdiction by the
relevant Dealer and by:
(i) any financial intermediary named as an Initial Authorised Offeror in
the Final Terms; and
(ii) any financial intermediary appointed after the date of the Final Terms
and whose name is published on the Global Issuer's website
3

Element
(https://www.ingmarkets.com/en-nl/ing-markets) and identified as an
Authorised Offeror in respect of the relevant Public Offer; and
(B) if (and only if) Part B of the Final Terms specifies "General Consent" as
"Applicable", the Global Issuer hereby offers to grant its consent to the use
of the Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Public Offer of Non-Exempt PD Notes in
a Public Offer Jurisdiction by any financial intermediary which satisfies
the following conditions:
(i) it is authorised to make such offers under the applicable legislation
implementing the Markets in Financial Instruments Directive; and
(ii) it accepts such offer by publishing on its website of a statement that it
agrees to use the Base Prospectus in accordance with the Authorised
Offeror Terms and subject to the conditions to such consent.
Common conditions to consent
The conditions to the Global Issuer's consent are (in addition to the conditions
described in paragraph (B) above if Part B of the Final Terms specifies "General
Consent" as "Applicable") that such consent:
(a) is only valid in respect of the relevant Tranche of Non-Exempt PD Notes;
(b) is only valid during the Offer Period specified in the Final Terms; and
(c) only extends to the use of the Base Prospectus to make Public Offers of the
relevant Tranche of Non-Exempt PD Notes in one or more of the Public
Offer Jurisdictions, as specified in the Final Terms.
An investor intending to acquire or acquiring Notes in a Public Offer from an
Authorised Offeror other than the Global Issuer will do so, and offers and sales
of such Notes to an investor by such Authorised Offeror will be made, in
accordance with any terms and other arrangements in place between such
Authorised Offeror and such investor, including as to price, allocations,
expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the time of
any such Public Offer for the provision of information regarding the terms
and conditions of the Public Offer and the Authorised Offeror will be solely
responsible for such information.
Section B Issuer
Element
Title
B.1
Legal and commercial
ING Bank N.V. (the "Global Issuer" or the "Issuer")
name of the Issuer
4

Element
Title
B.2
The domicile and legal
The Global Issuer is a public limited company (naamloze vennootschap)
form of the Issuer, the
incorporated under the laws of The Netherlands on 12 November 1927, with its
legislation under which
corporate seat (statutaire zetel) in Amsterdam, The Netherlands.
the Issuer operates and
its country of
incorporation
B.4b
A description of any
The results of operations of the Global Issuer are affected by demographics and by
known trends affecting
a variety of market conditions, including economic cycles, banking industry cycles
the Issuer and the
and fluctuations in stock markets, interest and foreign exchange rates, political
industries in which it
developments and client behaviour changes.
operates
In 2013, the external environment continued to have an impact on the Global Issuer
as austerity measures prevailed in the Eurozone and gross domestic product growth
stagnated across the European Union. While the economic conditions in the
Eurozone improved in the second quarter of 2013 with positive gross domestic
product growth and one major risk a catastrophic break-up of the Eurozone
greatly diminished in 2013, the threat of a prolonged low interest rate environment
increased when the European Central Bank announced in November 2013 a further
interest rate cut to a record low. While economic growth is recovering slowly,
global equity markets performed strongly in 2013. However, in emerging market
economies, equity indices were impacted by amongst others, the reduction of
expansive monetary stimulus by the Board of Governors of the Federal Reserve
System.
The operations of the Global Issuer are exposed to fluctuations in equity markets.
The Global Issuer maintains an internationally diversified and mainly client-related
trading portfolio. Accordingly, market downturns are likely to lead to declines in
securities trading and brokerage activities which it executes for customers and
therefore to a decline in related commissions and trading results. In addition to this,
the Global Issuer also maintains equity investments in its own non-trading books.
Fluctuations in equity markets may affect the value of these investments.
The operations of the Global Issuer are exposed to fluctuations in interest rates. The
Global Issuer's management of interest rate sensitivity affects its results of
operations. Interest rate sensitivity refers to the relationship between changes in
market interest rates on the one hand and future interest earnings and economic
value of its underlying banking portfolios on the other hand. Both the composition
of the Global Issuer's assets and liabilities and the fact that interest rate changes
may affect client behaviour in a different way than assumed in the Global Issuer's
internal models may result in a mismatch which causes the banking longer term
operations' net interest income and trading results to be affected by changes in
interest rates.
The Global Issuer is exposed to fluctuations in exchange rates. The Global Issuer's
management of exchange rate sensitivity affects its results of operations through
the trading activities for its own account and because the Global Issuer prepares
5

Element
Title
and publishes its consolidated financial statements in Euros. Because a substantial
portion of the Global Issuer's income and expenses is denominated in currencies
other than Euros, fluctuations in the exchange rates used to translate foreign
currencies into Euros will impact its reported results of operations and cash flows
from year to year. This exposure is mitigated by the fact that realised results in non-
euro currencies are translated into Euros by monthly hedging.
B.5
A description of the
The Global Issuer is part of ING Groep N.V. ("ING Group"). ING Group is the
Issuer's group and the
holding company of a broad spectrum of companies (together called "ING")
Issuer's position within
offering banking, investments, life insurance and retirement services to meet the
the group
needs of a broad customer base. The Global Issuer is a wholly-owned, non-listed
subsidiary of ING Group and currently offers Retail Banking services to
individuals and small and medium-sized enterprises in Europe, Asia and Australia
and Commercial Banking services to customers around the world, including
multinational corporations, governments, financial institutions and supranational
organisations.
B.9
Profit forecast or
Not Applicable. The Global Issuer has not made any public profit forecasts or profit
estimate
estimates.
B.10
Qualifications in the
Not Applicable. The audit reports on the audited financial statements of the Global
Auditors' report
Issuer for the years ended 31 December 2012 and 31 December 2013 are
unqualified.
B.12
Selected historical key
Key Consolidated Figures ING Bank N.V.(1)
financial information /
(EUR millions)
2013
2012
Significant or material
adverse change
Balance sheet(2)
Total assets................................................... 787,644
834,433
Total equity ................................................... 33,760
35,807
Deposits and funds borrowed(3) .................... 624,339
633,756
Loans and advances
508,338
541,546
Results(4)
Total income ................................................. 15,327
16,298
Operating expenses................................
8,805
9,630
Additions to loan loss provisions .................. 2,289
2,125
Result before tax................................
4,233
4,543
Taxation ........................................................ 1,080
1,171
Net result (before minority
3,153
3,372
interests) .......................................................
Attributable to Shareholders of
3,063
3,281
the parent......................................................
Ratios (in %)
BIS ratio(5) ..................................................... 16.46
16.96
6

Element
Title
Tier-1 ratio(6).................................................. 13.53
14.40
Notes:
(1) These figures have been derived from the audited annual
accounts of ING Bank N.V. in respect of the financial years
ended 31 December 2013 and 2012, respectively, provided
that certain figures in respect of the financial year ended 31
December 2012 have been restated to reflect new pension
accounting requirements under IFRS that took effect on 1
January 2013.
(2) At 31 December.
(3) Figures including Banks and Debt securities.
(4) For the year ended 31 December.
(5) BIS ratio = BIS capital as a percentage of Risk Weighted
Assets. Note: These Risk Weighted Assets are based on
Basel II.
(6) Tier-1 ratio = Available Tier-1 capital as a percentage of Risk
Weighted Assets. Note: These Risk Weighted Assets are
based on Basel II.
Significant or Material Adverse Change
At the date hereof, there has been no significant change in the financial position of
ING Bank N.V. and its consolidated subsidiaries since 31 December 2013, except
for:
(i)
the transfer in the first quarter of 2014 of all future funding and
indexation obligations under ING's current closed defined benefit
pension plan in The Netherlands to the Dutch ING Pension Fund, as
described on page 127 of the ING Bank N.V. annual report for the year
ended 31 December 2013; and
(ii)
a dividend of EUR 1.225 billion paid by ING Bank N.V. to ING Groep
N.V., as disclosed on page 12 of the unaudited ING Group quarterly
report for the first quarter of 2014.
At the date hereof, there has been no material adverse change in the prospects of
ING Bank N.V. since 31 December 2013, except for:
(i)
a dividend of EUR 1.225 billion paid by ING Bank N.V. to ING Groep
N.V., as disclosed on page 12 of the unaudited ING Group quarterly
report for the first quarter of 2014.
B.13
Recent material events
Not Applicable. There are no recent events particular to the Global Issuer which are
particular to the Issuer's
to a material extent relevant to the evaluation of the Global Issuer's solvency.
solvency
B.14
Dependence upon other
The description of the group and the position of the Global Issuer within the group
group entities
is given under B.5 above.
7

Element
Title
Not Applicable. The Global Issuer is not dependent upon other entities within ING
Group.
B.15
A description of the
The Global Issuer currently offers Retail Banking services to individuals and small
Issuer's principal
and medium-sized enterprises in Europe, Asia and Australia and Commercial
activities
Banking services to customers around the world, including multinational
corporations, governments, financial institutions and supranational organisations.
B.16
Extent to which the The Global Issuer is a wholly-owned, non-listed subsidiary of ING Groep N.V.
Issuer is directly or
indirectly owned or
controlled
B.17
Credit ratings assigned to The Global Issuer has a senior debt rating from Standard & Poor's Credit Market
the Issuer or its debt
Services Europe Limited ("Standard & Poor's"), Moody's Investors Services Ltd.
securities
("Moody's") and Fitch France S.A.S. ("Fitch"), details of which are contained in
the Registration Document. Standard & Poor's, Moody's and Fitch are established
in the European Union and are registered under Regulation (EC) No. 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit rating
agencies, as amended from time to time (the "CRA Regulation").
Tranches of Notes to be issued under the Programme may be rated or unrated.
Where a Tranche of Notes is to be rated, such rating will not necessarily be the
same as the rating assigned to the Global Issuer, the Programme or Notes already
issued under the Programme.
A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Section C Securities
Element
Title
C.1
A description of the type The Notes described in this summary are debt securities which may be issued under
and class of securities the 40,000,000,000 Global Issuance Programme.
being offered and/or The Notes will be issued in series (each, a "Series") having one or more issue dates
admitted
to
trading, and on terms otherwise identical (or identical other than in respect of the issue date
including any security and first payment of interest), the Notes of each Series being intended to be
identification number
interchangeable with all other Notes of that Series. Each Series may be issued in
tranches (each, a "Tranche") on the same or different issue dates. The specific
terms of each Tranche will be completed in the final terms (the "Final Terms").
The securities identification number for any Series of Notes will be specified in the
Final Terms and in the relevant issue specific summary annexed to such Final
Terms.
The Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes,
Tailor-Made Interest Notes, Step-Up Interest Notes, Floater Interest Notes, Floater
with Lock-In Interest Notes, Reverse Floater Interest Notes, Ratchet Floater Interest
8

Element
Title
Notes, Switchable (Fixed to Floating) Interest Notes, Switchable (Floating to Fixed)
Interest Notes, Steepener Interest Notes, Steepener with Lock-In Interest Notes,
Range Accrual(Rates) Interest Notes, Range Accrual(Spread) Interest Notes, Inverse
Range Accrual Interest Notes, KO Range Accrual Interest Notes, Dual Range
Accrual Interest Notes, Snowball Interest Notes, SnowRanger Interest Notes,
Barrier(Rates) Interest Notes, Reference Item(Inflation) Performance Linked
Interest Notes, Reference Item(Inflation) Indexed Interest Notes, Inflation Indexed
Redemption Notes, Inflation Indexed Redemption with Floor Notes, Step-Up
Barrier Interest Notes, Memory Interest Notes, One Touch Memory Interest Notes,
Range Accrual(Share) Interest Notes, Barrier(Share) Interest Notes, One Touch
Barrier(Share) Interest Notes, Reference Item(Share) Performance Linked Interest
Notes, Best Of Interest Notes, One Touch Lock-In(Share) Interest Notes, Uncapped
(Partial) Capital Protection Redemption Notes, Capped (Partial) Capital Protection
Redemption Notes, (Partial) Capital Protection With Knock-Out Redemption Notes,
(Partial) Capital Protection (Vanilla) Redemption Notes, Reverse Convertible
Redemption Notes, Barrier Reverse Convertible Redemption Notes, Capped
Outperformance Redemption Notes, Capped Bonus Redemption Notes, Express
Redemption Notes, Tracker Redemption Notes, Outperformance Redemption Notes,
Bonus Redemption Notes, Outperformance Bonus Redemption Notes, Twin-Win
Redemption Notes, Warrant Redemption Notes, Spread Warrant Redemption Notes,
Knock-Out Warrant Redemption Notes or a combination of the foregoing, or
Participation Notes.
C.2
Currency of the securities The currency of each Series of Notes issued will be agreed between the Global
issue
Issuer and the relevant Dealer (if any) at the time of issue, subject to any applicable
legal or regulatory restrictions.
The currency for any Series of Notes will be specified in the Final Terms and in the
relevant issue specific summary annexed to the Final Terms.
C.5
A description of any The Global Issuer and the Dealers have agreed certain customary restrictions on
restrictions on the free offers, sale and delivery of Notes and of the distribution of offering material in the
transferability of the United States, the European Economic Area, Australia, Brazil, Bulgaria, Canada,
securities
the Cayman Islands, Czech Republic, Chile, Finland, France, Hong Kong, Hungary,
India, Ireland, Italy, Japan, Malaysia, Mexico, The Netherlands, Panama, the
People's Republic of China, the Republic of Korea, the Republic of the Philippines,
Romania, Russia, Singapore, Slovakia, Spain, Sweden, Switzerland, Taiwan,
Turkey, the United Kingdom, Uruguay and Venezuela.
For the purposes of Regulation S, Category 2 selling restrictions shall apply.
In the case of Bearer Notes offered to non-U.S. persons, such Notes will be issued
in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the "D Rules") unless (i)
the Final Terms state that the Notes are issued in compliance with U.S. Treas. Reg.
§1.163-5(c)(2)(i)(C) (the "C Rules") or (ii) the Notes are issued other than in
compliance with the D Rules or the C Rules but in circumstances in which the
Notes will not constitute "registration required obligations" for U.S. federal income
tax purposes, which circumstances will be referred to in the Final Terms as a
9

Element
Title
transaction to which TEFRA is not applicable. In the case of a distribution under
Rule 144A, Notes will be issued in registered form, as defined in U.S. Temp. Treas.
Reg. §5f.103-1(c).
C.8
A description of rights Status
attached to the Notes, The Notes will constitute direct, unconditional, unsubordinated and unsecured
including ranking and any obligations of the Global Issuer and will rank pari passu among themselves and
limitations to those rights
(save for certain debts required to be preferred by law) equally with all other
unsecured obligations (other than subordinated obligations, if any) of the Global
Issuer from time to time outstanding.
Taxation
The Notes will not contain any provision that would oblige the Global Issuer to
gross up any amounts payable in respect of interest or principal in the event of any
withholding or deduction for or on account of taxes levied in any jurisdiction. The
Global Issuer may also elect to redeem Notes if it would be required, on the
occasion of the next payment due in respect of the Notes, to withhold or account for
tax in respect of the Notes.
Negative pledge
The terms of the Notes do not contain a negative pledge provision.
Events of Default
The terms of the Notes contain, amongst others, the following events of default
("Events of Default"):
(i) default is made for more than 30 days in the payment of interest or principal in
respect of the Notes; or
(ii) the Global Issuer fails to perform or observe any of its other obligations under
the Notes and such failure has continued for the period of 60 days next
following the service on the Global Issuer of notice requiring the same to be
remedied; or
(iii) the Global Issuer is declared bankrupt (failliet verklaard) or granted a
moratorium (surseance van betaling); or
(iv) a declaration in respect of the Global Issuer is made to apply the emergency
regulation (noodregeling) under Chapter 3, Section 3.5.5.1 of the Dutch
Financial Supervision Act (Wet op het financieel toezicht); or
(v) an order is made or an effective resolution is passed for the winding-up or
liquidation of the Global Issuer unless this is done in connection with a
merger, consolidation or other form of combination with another company, the
terms of which merger, consolidation or combination (A) have the effect of the
emerging or such other surviving company assuming all obligations contracted
for by the Global Issuer in connection with the Notes or (B) have previously
been approved by an Extraordinary Resolution of the holders of the Notes.
10

Document Outline

#1">Share Linked Notes Level 2_Base Prospectus_GIP 2014.docx